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Securities and Exchange Board of India

Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 Dated: May 17, 2023

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

Dear Sir / Madam,

Subject: Master Circular for Registrars to an Issue and Share Transfer Agents

I. Securities and Exchange Board of India (SEBI/the Board), from time to time, has been issuing various circulars/directions to Registrars to an Issue and Share Transfer Agents (RTA). In order to enable the users to have access to the applicable circulars at one place, this Master Circular in respect of RTA is being issued.

II. The SEBI circulars which are operational and to the extent relevant for RTAs are compiled in this Master Circular and are mentioned in the appendix. The circulars mentioned in Appendix shall stand rescinded from the date of issuance of this Master Circular.

III. Notwithstanding such rescission,

a. anything done or any action taken or purported to have been done or taken including registration or approval granted, fees collected, registration or approval, suspended or cancelled, any adjudication, enquiry or investigation commenced or show-cause notice issued under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular;

b. any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular;

c. the previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall remain unaffected as if the rescinded circulars have never been rescinded;

IV. This circular is issued in exercise of the powers conferred under Section 11 (1) of the Securities and Exchange Board of India Act, 1992.

V. A copy of this circular is available at the web page “Master Circulars” on the website www.sebi.gov.in.

VI. This circular is issued in exercise of the powers conferred by Section 11 (1) of Securities and Exchange Board of India Act, 1992 to protect the interest of investors in securities and to promote the development of, and to regulate, the securities market.

VII. This circular is available on SEBI website at www.sebi.gov.in.

Yours faithfully,

Aradhana Verma

General Manager

Tel. No: +91-22-26449633

aradhanad@sebi.gov.in

SECTION I – REGISTRATION RELATED MATTERS

1. Procedures for granting registration1

1.1. The Board may consider grant of certificate to an applicant, notwithstanding that another entity in the same group has been previously granted registration by the Board, if the following conditions are fulfilled:

1.1.1. The entities are incorporated as separate legal entities.

1.1.2. The entities have independent Board of Directors. Independent Board of Directors for this purpose means that common directors should not be in majority in both the Boards.

1.1.3. There is absolute arm’s length relationship with reference to their operations. 1.1.4. The key personnel and infrastructure are independently available for each entity. 1.1.5. Each entity has independent regulatory controls and supervisory mechanism.

Explanation: For this purpose, two entities are considered to be in the same group if:

(i) the same person, by himself or in combination with relatives, directly or indirectly exercises control over both the entities or,

(ii) they are under the same management within the meaning of section 370(1B) of the Companies Act, 1956 or,

(iii) where one entity directly or indirectly exercises control over the other entity.

[‘Control’ for this purpose shall have the same meaning as assigned to it under clause (e) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations)].

2. Online Registration Mechanism for RTA2

2.1. An RTA shall submit application for registration/surrender/cancellation, submission of periodical reports, requests for change of name/address/ other details, etc. only in online mode on the SEBI Intermediary Portal (https://siportal.sebi.gov.in). Link for SEBI Intermediary Portal is also available on SEBI website – www.sebi.gov.in.

2.2. RTA will be separately required to submit relevant documents viz. declarations/ undertakings required as a part of application forms prescribed in relevant regulations, in physical form, only for records without impacting the online processing of applications for registration.

2.3. In case of any queries and clarifications with regard to the SEBI Intermediary Portal, RTA may contact on 022-26449364 or may write at portalhelp@sebi.gov.in.

3. General Instructions to Registrars To an Issue / Share Transfer Agents3

With the passing of the Securities and Exchange Board of India Act, 1992 (the Act) and notification of the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, (“the Regulations”) no person shall act either as a Registrar to an Issue (RTI) and/or Share Transfer Agent (STA) unless he is registered with SEBI under Section 12 of the Act.

3.1. Registration

3.1.1. The Registration granted pursuant to Chapter II of the Regulations will be for the principal as well as for all the branch offices in India of the RTI, declared in its application for registration.

3.1.2. The Registration number contained in the certificate of registration should be quoted in all the correspondence with SEBI, Government authorities, Stock Exchanges and its clients.

3.2. General

3.2.1. With a view to ensuring that all Rules, Regulations, Guidelines, Notifications etc. issued by SEBI, the Government of India, and other regulatory organizations are compiled with, the RTI shall designate a senior officer as Compliance Officer, who shall coordinate with regulatory authorities in various matters and provide necessary guidance as also ensure compliance internally. The Compliance Officer shall also ensure that observations made/ deficiencies pointed out by SEBI in the functioning of the Registrars do not recur.

3.2.2. Correspondence relating to registration and clarifications on Guidelines/Circulars Issued by SEBI shall be made only by the Principal Office of the RTI and not by the branch offices.

3.2.3. Necessary Code of Conduct for the officers and employees of the Registrars should be framed to prevent insider trading, in the light of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

3.2.4. Memorandum of Understanding (Valid Agreement)

In terms of Regulation 9A(1)(b), before taking up any assignment to act as RTI, every RTI must invariably enter into a valid agreement with the company making the Issue (Issuer) clearly setting out their mutual rights, liabilities and obligations relating to the issue and more specifically, the inter-se responsibilities for redressal of investor grievances after the closure of the Issue. The RTA may adopt the draft and incorporate such clauses as may be considered necessary for defining rights and obligations vis­ a-vis the issuer. While doing so, it must, be ensured that neither party should reserve for itself any rights, which would have the effect of diminishing in any way its liabilities and obligations under the Companies Act, 2013 and the Regulations.

3.3. Bulk Mailing of Registered letters, Articles etc.:

All share/debenture certificates refund orders, Interest/dividend warrants etc. are required to be sent by Registered Post.

3.4. Processing of Applications

3.4.1. The Registrars should take proper care and evolve a suitable system whereby multiple applications can be weeded out and eliminated.

3.4.2. Instances of multiple applications should be brought to the notice of the Companies (Issuers) as also the lead managers for necessary action.

3.5. Agreement to be entered into with Issuer / body corporate.

3.5.1. In terms of regulation 9A (1) (b) of the Regulations, all RTI/STA are required to enter into a legally valid agreement with the Issuers / Body corporate.

SEBI has evolved models of Agreement to be entered into between RTI and Issuer (Annexure 1) and STA and Body corporate (Annexure 2). The models have been formulated with a view to bring about standardization in the legal relationship between the RTI and Issuer and STA and body corporate. While the RTI / STA and the Issuer / body corporate may suitably modify the agreement depending upon the circumstances of each case, they should, as far as possible, observe the spirit behind the various clauses contained in the model agreements. While doing so, it must also be ensured that neither party should reserve for itself any rights which would have the effect of diminishing in any way its liabilities and obligations under the Companies Act, 2013 and the Regulations.

3.5.2. Where the RTI/STA is a company the agreement should be executed by persons authorized to execute documents in accordance with the Articles of Associations of the company; in case of partnership firms the agreement should be executed by all the partners or the Managing partner acting under the authority of the other partners; and in the case of a proprietary concern, by the proprietor himself.

3.5.3. The agreement must be stamped according to the Local Stamp Laws for the time being in force at the place of execution.

3.5.4. In the case of a large issue, the Issuer may decide to appoint / associate more than one RTI. In such a case the agreement shall be executed by all the RTIs and the Issuer and the Lead Manager shall be a confirming party. The scope of work and responsibilities of each Registrar shall be clearly spelt out in the agreement.

3.5.5. The agreement entered into by a RTI with an Issuer shall be valid at least until the expiry of one year from the date of closing of the Issue and in the case of an agreement entered into by a STA with a body corporate, it shall be valid for a minimum period of one-year renewable if the circumstances so require.

3.5.6. A certified copy of the executed agreement between the RTI and the issuer shall be immediately forwarded to the Lead Managers to the Issue (Pre-issue and Post-Issue).

3.6. Records to be maintained by RTI/ STA

3.6.1. In pursuance of the powers conferred upon SEBI by regulation 14(2)(h) and regulation 14(3)(C) of the Regulations, it is hereby stipulated that in addition to the books, records and documents stipulated in regulation 14(1), 14(2) and 14(3) the following records and documents shall also be maintained by the RTI/STA in hard copy / magnetic media.

Records and Documents to be maintained by RTI

i. Original agreement entered into with the Issuer for handling the issue, a print copy of the Prospectus / offer document.

ii. Reconciliation of applications received with bank certificate, showing No. of applications, No. of shares applied, amount,  particulars of payment along with bank certificates.

iii. Full particulars of all applications received / deposited.

iv. Details of all stock invests received / deposited and particulars of encashment.

v. Full details of despatch of allotment advices, shares / debenture certificates / letters of allotment refund orders, duplicate refund orders, revalidated refund orders.

vi. Records of pre-printed issue stationery like allotment advice, share / debenture certificates, letters of allotment, refund orders, duplicate, refund orders, etc., showing details of such stationery received from Issuer, consumed for printing, wastage, destroyed, and handed over to Issuer Company.

vii. Copies of basis of allotment approved by Stock Exchange.

viii. Record of returned mail showing details of contents of the letter, details of securities / refund orders, warrants despatched, date of despatch, date of return and reasons for being returned.

ix. Complaints register containing details of the date of receipt of the complaint, particulars of complainant, nature of complaint, date of disposal and how disposed of. Complaints received from SEBI shall also be recorded in the complains register in addition to complaints received directly.

Records and documents to be maintained by STA

(i) Records of allotment made containing all relevant details received from the RTI /Body Corporate where Issue has been handled in house; details of securities subject to lock-in-period in respect of each Body corporate.

(ii) Date wise records of securities received for endorsement, transfer, splitting, consolidation, transmission, etc.

(iii) Movement register containing date and details of records sent out of the office of the STA to body corporate or any other person for any reason whatsoever and date of receipt back by the STA.

(iv) Board Resolution approving the transfers along with the transfer register containing all particulars of transferor and transferee, their folio Nos., No. of shares transferred, Number and date of Board meeting approving the transfers with signature and seal of Company Secretary / Director.

(v) Details of despatch of transferred certificates, certificates received for endorsement, splitting, consolidation, transmission, etc.

(vi) The records at (ii) to (v) above to be interlinked so as to ascertain the movement of documents and time taken in transfer, etc., and despatch of scrips to investors.

(vii) Member register and transfer register in hard copy and in magnetic media.

(viii) Specimen signature cards and transfer deeds.

(ix) Records of returned mail showing details of contents of the letter, details of securities / refund orders, warrants despatched, date of despatch, date of return and reasons for being returned.

(x) Complaints register containing details of the date of receipt of the complaint, particulars of complainant, nature of complaint, date of disposal and how disposed of. Complaints received from SEBI shall also be recorded in the complaints register in addition to complaints received directly.

These records and documents are required to be maintained by the RTI/STA for a minimum period of 8 years in terms of regulation 15 of the Regulations. These records and documents should be kept in the custody of an authorized / responsible officer of the RTI / STA.

3.6.2. Mandatory obligations of RTI / STA

i. In addition to other responsibilities accepted and agreed to by a RTI with the Issuer, the RTI shall only carry out and be responsible for the following activities in connection with an Issue :

(i) Despatch of allotment advice/letters of allotment. It is clarified that the RTI shall not handover these to the company or any other person for dispatch. The mode of despatch shall be as mentioned in the offer document.

ii. The following work shall be undertaken by STA only and they shall be responsible for the work in addition to other responsibilities agreed to and accepted with the body corporate on whose behalf it is carrying on share transfer work:

(i) Transmission, consolidation, sub-division of securities.

(ii) Despatch of transferred securities and securities received for transmission / consolidation / sub-division, etc., directly to the investors.

3.6.3. Other directions to RTIs / STAs

i. Keeping the investors interest in mind, RTI / STA shall not accept work disproportionate to its capacity. RTI / STA shall not unload the entire / substantial portion of its activities to outside agencies except in case of exigencies beyond its control.

ii. RTI / STA shall handle its activities only from the offices declared to SEBI and approved by it. The addresses of such offices shall only be informed to the investors and printed in issue stationery, etc. If a RTI / STA has a full-fledged Investor Relations Centre (IRC) and has obtained SEBI’s approval for the same, the address of the IRC may be stated, but only in addition to the approval of the same, the address of the IRC may be sated, but only in addition to the approved offices. The RTI / STA shall neither close its offices nor carry on activities from other places, without the prior written permission of SEBI. This will override the earlier instructions given in this regard.

iii. RTIs shall not handover applications and other documents/ records pertaining to an Issue to the Issuer or to any other persons for any purpose whatsoever until completion of despatch of allotment letters / share / debenture certificates / refund orders. The issuer / persons authorized by it may have access to the applications / records in the office of RTI only.

iv. Under Regulation 15 of the Regulations, RTI / STA are required to maintain the records and documents stipulated in regulation 14 for a minimum period of 8 years. These records / documents to be maintained include the records pertaining to any issue handled by the RTI / Share transfer work carried out by the STA. Therefore, it is expected that the RTI / STA shall redress the investors complaints for a minimum period of 3 years, irrespective of the termination of the Agreement entered into with the Issuer / Body corporate. It may be pointed out that the complaints are to be redressed within 1 month as stipulated in regulation 9A (1)(e) of the Regulations.

v. Certain RTI / STA hold up their services due to delay / despatch in payments by the issuer / body corporate causing great inconvenience to investors. In case of any substantial delay / despatch the matter should be immediately brought to the notice of SEBI / Stock Exchanges. In any case, it is desired that services to investors should not be affected.

vi. It has been noted that RTI / STA do not keep complete records of receipt, utilisation, wastage and returns to the issuer companies / body corporate, of the pre-printed stationery like share / debenture certificates, refund orders, interest, dividend warrants, etc. In the interest of the investors and in their own interest RTI / STA should maintain proper records and keep these securities items in control to prevent any misuse.

vii. The STAs are advised that they shall issue acknowledgement to the investors for having received their requests for transmission, consolidation /sub-division, etc., within 7 days of the date of receipt of such requests.

viii. The RTI / STA are required to maintain proper records of mail returned undelivered.

An applicant is required to furnish the application in Form A as specified in Annexure-3 to SEBI for registration/renewal. Accordingly, all the existing/prospective RTA are advised to note the followings: –

4. Application procedure for registration/renewal as RTA4

4.1. All entities, desirous to be registered as RTA are required to furnish all the information as specified in ‘Performa 1-12’ and ‘Additional Information Sheet’ (https://www.sebi.gov.in/sebi_data/commondocs/nov-2020/RTA%20Annexure%202_p.pdf), available on SEBI website (www.sebi.gov.in) at the time of submitting registration application in ‘Form A’- Annexure-3.

4.2. All registered RTA, desirous of renewal of their registration are required to furnish all the information as specified in ‘Information Sheet for renewal application’ (https://www.sebi.gov.in/otherentry/nov-2002/information-sheet-for-renewal-to-be-furnished-for-renewal-application_20352.html), available on SEBI website (www.sebi.gov.in), at the time of submitting registration application in ‘Form A’.

4.3. The information submitted to SEBI at the time of registration/renewal application, shall be full and complete in all respects, otherwise it may delay processing of the registration/renewal application.

5. Prior approval for change in control5

Procedure for seeking prior approval for change in control through single window

5.1. To streamline the process of providing approval to the proposed change in control of RTA, it has been decided that:

5.1.1. The Intermediary shall make an online application to SEBI for prior approval through the SEBI Intermediary Portal (‘SI Portal’) (https://siportal.sebi.gov.in).

5.1.2. The online application in SI portal shall be accompanied by the following information/declaration/undertaking about itself, the acquirer(s)/the person(s) who shall have the control and the directors/partners of the acquirer(s)/ the person(s) who shall have the control:

a) Current and proposed shareholding pattern of the applicant

b) Whether any application was made in the past to SEBI seeking registration in any capacity but was not granted? If yes, details thereof.

c) Whether any action has been initiated / taken under Securities Contracts (Regulation) Act, 1956 (SCRA)/ the Act or rules and regulations made thereunder? If yes, the status thereof along with the corrective action taken to avoid such violations in the future. The acquirer/ the person who shall have the control shall also confirm that it shall honour all past liabilities / obligations of the applicant, if any.

d) Whether any investor complaint is pending? If yes, steps taken and confirmation that the acquirer/ the person who shall have the control shall resolve the same.

e) Details of litigation(s), if any.

f) Confirmation that all the fees due to SEBI have been paid.

g) Declaration cum undertaking of the applicant and the acquirer/ the person who shall have the control (in a format enclosed at (Annexure-4), duly stamped and signed by their authorized signatories that:

i. there will not be any change in the Board of Directors of incumbent, till the time prior approval is granted;

ii. pursuant to grant of prior approval by SEBI, the incumbent shall inform all the existing investors/ clients about the proposed change prior to effecting the same, in order to enable them to take informed decision regarding their continuance or otherwise with the new management; and

iii. the ‘fit and proper person’ criteria as specified in Schedule II of Securities and Exchange Board of India (Intermediaries) Regulations, 2008 are complied with (Intermediaries Regulations).

h) In case the incumbent is a registered stock broker, clearing member, depository participant, in addition to the above, it shall obtain approval /NOC from all the stock exchanges/clearing corporations/depositories, where the incumbent is a member/depository participant and submit self-attested copy of the same to SEBI.

5.1.3. The prior approval granted by SEBI shall be valid for a period of six months from the date of such approval within which the applicant shall file application for fresh registration pursuant to change in control.

5.2. To streamline the process of providing approval to the proposed change in control of an intermediary in matters which involve scheme(s) of arrangement which needs sanction of the National Company Law Tribunal (“NCLT”) in terms of the provisions of the Companies Act, 2013, the following has been decided:

5.2.1. The application seeking approval for the proposed change in control of the intermediary shall be filed with SEBI prior to filing the application with NCLT. 5.2.2. Upon being satisfied with compliance of the applicable regulatory requirements, an in-principle approval will be granted by SEBI;

5.2.3. The validity of such in-principle approval shall be three months from the date issuance, within which the relevant application shall be made to NCLT.

5.2.4. Within 15 days from the date of order of NCLT, the intermediary shall submit an online application in terms of paragraph 5.1 along with the following documents to SEBI for final approval:

a. Copy of the NCLT Order approving the scheme;

b. Copy of the approved scheme;

c. Statement explaining modifications, if any, in the approved scheme vis-à-vis the draft scheme and the reasons for the same; and

d. Details of compliance with the conditions/ observations, if any, mentioned in the in-principle approval provided by SEBI.

Transfer of shareholdings among immediate relatives and transmission of shareholdings and their effect on change in control

5.3. Transfer /transmission of shareholding in case of unlisted body corporate RTA: In following scenarios, change in shareholding of the RTA will not be construed as change in control:

a) Transfer of shareholding among immediate relatives shall not result into change in control. Immediate relative shall be construed as defined under Regulation 2(l) of the SAST Regulations which inter-alia includes any spouse of that person, or any parent, brother, sister or child of the person or of the spouse;

b) Transfer of shareholding by way of transmission to immediate relative or not, shall not result into change in control.

5.4. Transfer /transmission of shareholding in case of a proprietary firm type RTA: In case of an RTA being a proprietary concern, the transfer or bequeathing of the business/capital by way of transmission to another person is a change in the legal formation or ownership and hence by the definition of change in control, such transmission or transfer shall be considered as change in control. The legal heir / transferee in such cases is required to obtain prior approval and thereafter fresh registration shall be obtained in the name legal heir/transferee.

5.5. Transfer /transmission of ownership interest in case of partnership firm type RTA: Change in partners and their ownership interest of the partnership firm type RTA shall be dealt in following manner:

a) Transfer of ownership interest in case of partnership firm: In case a SEBI registered entity is registered as a partnership firm with more than two partners, then inter-se transfer amongst the partners shall not be construed to be change in control. Where the partnership firm consists of two partners only, the same would stand as dissolved upon the death of one of the partners. However, if a new partner is inducted in the firm, then the same would be considered as a change in control, requiring fresh registration and prior approval of SEBI.

b) Transmission of ownership interest in case of partnership firm: Where the partnership deed contains a clause that in case of death of a partner, the legal heir(s) of deceased partner be admitted, then the legal heir(s) may become the partner (s) of the partnership firm. In such scenario the partnership firm is reconstituted. Bequeathing of partnership right to legal heir(s) by way of transmission shall not be considered as change in control.

5.6. Incoming entities/ shareholders becoming part of controlling interest in the RTA pursuant to transfer of shares from immediate relative / transmission of shares (immediate relative or not), need to satisfy the fit and proper person criteria stipulated in Schedule II of the Intermediaries Regulations.

6. Transfer of business to other legal entity6

6.1. The transferee shall obtain fresh registration from SEBI in the same capacity before the transfer of business if it is not registered with SEBI in the same capacity. SEBI shall issue new registration number to transferee different from transferor’s registration number in the following scenario:

“Business is transferred through regulatory process (pursuant to merger/ amalgamation / corporate restructuring by way of order of primary regulator /govt. / NCLT, etc.) or non-regulatory process (as per private agreement /MOU pursuant to commercial dealing / private arrangement) irrespective of transferor continues to exist or ceases to exist after the said transfer.

6.2. In case of change in control pursuant to both regulatory process and non-regulatory process, prior approval and fresh registration shall be obtained. While granting fresh registration to same legal entity pursuant to change in control, same registration number shall be retained.

6.3. If the transferor ceases to exist, its certificate of registration shall be surrendered.

6.4. In case of complete transfer of business by transferor, it shall surrender its certificate of registration.

6.5. In case of partial transfer of business by transferor, it can continue to hold certificate of registration.

SECTION –II – GENERAL OBLIGATIONS/RESPONSIBILITIES AND REPORTING REQUIREMENTS

7. Submission of the Net Worth Certificate7

7.1. In terms of sub Clause (iii) of Clauses (a) & (b) of Regulation 14 (1) of the Regulations, every RTI/STA whether a body corporate or not, is required to keep and maintain, in respect of the three preceding financial years, statement of capital adequacy requirement for each quarter.

7.2. Under Regulation 7, every RTI/STA is required to fulfil the net-worth criteria, prescribed therein. Hence in order to monitor on regular basis and to ensure compliance of the capital adequacy and the net-worth norms by the RTI/STA, as specified under Regulation 7(1) of the Regulations which is required to be fulfilled and maintained, both at the time of the grant of renewal of the certificate of registration and at all times during the period of registration, all RTIs/STAs shall submit, as soon as possible, but not later than three months from the close of each financial year, a certified true copy of their net-worth certificate.

7.3. All RTIs/STA/s shall ensure compliance of the instructions contained herein and the non-compliance of this would amount to a violation of the Code of Conduct as specified in Schedule III of the Regulations.

8. Regulatory Compliance and Periodic Reporting8

8.1. Pursuant to the powers vested in SEBI under regulation 14(5) of the Regulations, it is advised that reports relating to regulatory compliance and investor grievances redressal shall be furnished to SEBI in the format provided at the link9. The reports are to be sent by the Compliance Officer of the RTI/STA on half yearly basis within three months of the expiry of the half year. If no work has been handled a nil report should be furnished within the stipulated period. Where registration / renewal of registration has been obtained by the RTI / STA from Regional Office of SEBI, the reports shall be submitted to the respective Regional Office. The reports should be duly certified by the whole-time Director / Company Secretary / Managing Partner / Sole Proprietor/ Compliance Officer with date.

8.2. The Boards of the RTI and STA shall, review the report and record their observations on (i) the deficiencies and non-compliances, and (ii) corrective measures initiated to avoid such instances in future.

8.3. RTI/STA shall submit the half-yearly reports to SEBI in electronic form only to e-mail id rta@sebi.gov.in in pdf and excel format. The pdf/excel files shall have the title “Half-yearly report submitted by aaa for the half-year ended xxx yyyy” where ‘aaa’ represents the name of the RTA, ‘xxx’ represents the month at the end of the half-year and ‘yyyy’ represents the year. Also, the attached pdf/excel files containing the report shall bear the name of the RTI/STA, the periodicity of the report as well as the month at the end of the half-year and the corresponding year. For example, if a RTI/STA ABC Limited submits the report for the half-year ended September 2022, the e-mail sent to rta@sebi.gov.in shall bear the title “Half-yearly Report submitted by ABC Limited for the half-year ended September 2022” and the attached pdf/excel file shall bear the name “ABCLimitedhalf-yearlySeptember2022”.

8.4. All RTI/STAs shall report the following change(s) to SEBI in the half-yearly reports submitted to SEBI:

8.4.1. Amalgamation, demerger, consolidation or any other kind of corporate restructuring falling within the scope of section 232 of the Companies Act, 2013 or the corresponding provision of any other law for the time being in force;

8.4.2. Change in Director, including managing director/ whole-time director;

8.4.3. In case of a partnership firm any change in partners not amounting to dissolution of the firm;

8.4.4. Change in shareholding not resulting in change in control.

If there is no change during the relevant half-year, it shall be indicated in the report.

9. Appointment of Compliance Officer10

9.1. All RTI and /or STA holding a Certificate of Registration granted to them in accordance with the Regulations shall appoint a compliance officer who would ensure that all Rules, Regulations, Guideline, Notifications, Circulars etc. issued by SEBI, the Government of India, and other Regulatory Organizations are complied with internally. Any discrepancies / deviations shall be reported independently by the Compliance Officer to SEBI immediately.

9.2. The compliance Officer shall:

9.2.1. ensure that observations made/deficiencies pointed out by SEBI in the functioning of the RTA do not recur.

9.2.2. ensure that the half-yearly reports to be submitted by RTA are true and the same shall be duly certified by him.

9.2.3. report on a monthly basis the status of pending transfers as well as of Investor Complaints to the Board of Directors/Compliance Officer of the Client Companies / Mutual Funds and the reasons for the delay thereof.

9.3. The name of the Compliance Officer so appointed should be intimated to SEBI with details like telephone number, fax number and address on which he/she would be available.

10. Enhanced disclosures in case of listed debt securities11

10.1. RTA/Issuers shall forward the details of debenture holders to the Debenture Trustees at the time of allotment and thereafter by the seventh working day of every next month in order to enable DTs to keep their records updated and to communicate effectively with the debenture holders, especially in situations where events of default are triggered.

11. Qualified RTAs and their enhanced monitoring 12

11.1. Categorization of an RTA as QRTA

An RTA shall be categorized as a QRTA if at any time during a financial year, the combined number of physical and demat folios being serviced by the RTA for listed companies exceeds 2 crore.

In case of an RTA being categorized as a QRTA, an intimation to this effect shall be sent by the RTA within 5 working days to SEBI.

11.2. Period for which an RTA shall be recognized as QRTA

An RTA shall be considered as a QRTA from the date of categorisation as a QRTA as per para 11.1 above and shall be considered as such for the next 3 financial years, irrespective of subsequent fall in number of folios and shall be liable to comply with all requirements specified from time to time.

11.3. Initial relaxation

Considering the various systems and procedures to be put in place by a new QRTA, a period of 60 days from the date of its categorisation as a QRTA as per para 11.1 above shall be provided to the new QRTA for complying with the enhanced requirements mandated for QRTAs.

11.4. QRTAs are advised to formulate and implement a comprehensive policy framework, approved by the Board of Directors(BoD) of the QRTAs, which shall include the following aspects:

11.4.1. Risk Management Policy:

a. The QRTAs are advised to establish a clear, thorough and a well-documented risk management policy, which shall include the following-

b. An integrated and comprehensive view of risks to the QRTAs including those emanating from vendors, third parties to whom activities are outsourced, clients, etc.;

c. List of all relevant risks, including Operational risk, Fraud risk, Technology risk, Cyber Security risk, and general business risks including Credit risk, Market risk, Legal risk, Reputation risk etc. as the BoD of QRTAs deems fit; and systems, policies and procedures to identify, assess, monitor and manage the risks that arise in or are borne by the QRTAs, including audit and reporting of the same to the BoD;

d. Responsibilities and accountability for risk decisions and decision making process in crises and emergencies.

11.4.2. Business Continuity Plan:

QRTAs shall maintain Business Continuity Plan with a Center (BCP) situated at location other than primary processing location (off-site), which is capable to take over operations without disruption in case of any service failure at primary processing site.

QRTAs shall have written policy, protocols, processes and controls for BCP. QRTAs shall ensure business continuity and no adverse impact on investor servicing resultant of any data loss. The effectiveness of BCP to be tested periodically, and the gap between two tests (mock drills, etc.) shall not be more than twelve months.

11.4.3. Manner of Keeping records:

Where records are kept electronically by the QRTAs, they shall ensure that the integrity of the automatic data processing systems is maintained at all times. QRTAs shall also maintain accurate up to date records for investor servicing and take all precautions necessary to ensure that the records are not lost, destroyed or tampered with; and in the event of loss or destruction, ensure that sufficient back up of records is available at all times at a different place.

11.4.4. Wind-Down Plan:

Every QRTA shall devise and maintain a wind-down plan.

A ‘wind-down plan’ means a process or plan of action employed, for transfer of the entire operations of the QRTA to an alternative RTA/ QRTA registered with SEBI, that would take over the operations of the QRTA in scenarios such as erosion of net-worth of the QRTA or its insolvency or its inability to provide critical RTA operations or services.

11.4.5. Data Access and Data Protection Policy:

QRTAs shall extend all such co-operation to the investors, issuers, custodians of securities, depositories and other QRTAs as is necessary for effective and smooth investor servicing.

Towards this purpose, QRTAs shall lay down appropriate protocols, processes and controls for its activities and also for entities who wish to connect with the database of the QRTAs electronically QRTAs shall also have written agreements, confidentiality contracts, security protocols and such other relevant procedures for data integrity while facilitating electronic access.

11.4.6. Ensuring Integrity of Operations:

QRTAs shall maintain adequate human resources, systems and processes for smooth functioning. QRTAs to also ensure that its database, servers, data storage media shall reside in India.

QRTAs shall lay down the minimum standards, protocol and procedures for smooth running of operations, to protect the investor data and maintain information security. Further, the QRTAs shall have a detailed operations manual explaining all aspects of its functioning, including the interface and method of transmission of information between the depository, issuers, and others. The QRTAs shall have a mechanism in place to have periodic replication of data with the concerned Mutual Funds / Issuer Companies/ Real Estate Investment Trusts(REITs)/ Infrastructure Investment Trusts (InVITs).

11.4.7. Scalable Infrastructure:

The BoD of QRTAs shall approve a policy framework for up-gradation of infrastructure and technology from time to time to ensure smooth functioning and scalability for delivering services to investors at all times. QRTAs shall at all times, maintain adequate technical capacity to process twice the peak transaction load encountered during past six months.

11.4.8. Board of Directors(BoD)/ Committees of BoD of QRTAs:

The BoD of QRTAs shall seek reports on incidents having an impact on investor protection including data security breaches that can affect investor data, etc. QRTAs shall have Committees of the Board of Directors including Audit Committee, Nomination and Remuneration Committee and IT Strategy Committee.

The Audit Committee shall assist the BoD in fulfilling its corporate governance and overseeing responsibilities in relation to an entity’s financial reporting, internal control system, and risk management system including the risk parameters. The Audit Committee shall also review the internal audit reports, compliance to SEBI Regulations, circulars and the reasonableness of the price being charged for investor services.

The Nomination and Remuneration Committee shall in accordance with the rules laid down, recommend to the BoD a policy, relating to the appointment, tenure and remuneration for the directors, key managerial personnel and other employees.

The IT Strategy Committee shall provide insight and advice to the BoD of QRTAs in various areas that may include developments in IT and alignments with the same from investor services perspective, scalability of operations, etc.

11.4.9. Investor Services and Service Standards:

a. QRTAs, servicing Mutual Funds investors, must have Investor Service Center in at least 100 cities based on investor population pertaining to the Mutual Funds clients they service. As regards servicing of corporate, REIT, InvIT investors, QRTA shall maintain adequate investor service centers based on investor population. This shall be reviewed from time to time by SEBI.

b. QRTAs shall have online capabilities for investor queries, complaints and their redressal. The complaints redressal mechanism should be investor friendly and convenient. The same should have capabilities of being retrieved easily by the complainant online through complaint reference number, e-mail id, mobile no. etc.

c. QRTAs, handling corporate registry functions, shall develop facility for providing services for managing Shareholders General Meetings including shareholders voting / poll process and web streaming of all Annual General Meetings (AGMs) of all their listed client companies. QRTAs shall also look forward to providing other value added services and when required by SEBI.

d. QRTAs must publish on its website, the service standards (eg: turnaround time for services rendered).

e. QRTAs should also carry out stakeholder/ investor satisfaction surveys annually, and the same should also be published on the website before March 31, every year.

11.4.10. Insurance against Risks:

All QRTAs shall take adequate insurance for omissions and commissions, frauds by employee/s to protect the interests of the investors.

The compliance report of the enhanced reporting norms shall be submitted to SEBI duly reviewed by the BoD of QRTAs, within 60 days of expiry of each calendar quarter. The format of the report is placed at Annexure 5.

12. Strengthening the Guidelines and Raising Industry standards for RTA, Issuer Companies and Banker to an Issue:13

12.1. RTAs shall strictly comply with guidelines (Annexure-6). Issuer companies shall strictly monitor the activities of their RTAs and ensure compliance with these guidelines. It is clarified that where STA activities are carried out in-house by issuer companies, the issuer companies shall ensure that their in-house share transfer activities comply with the relevant norms as applicable to them.

12.2. The records /documents described in Annexure-6 shall be maintained for period not less than eight years after completion of the relevant transactions by RTAs on behalf of Issuer Companies.

SECTION III – DEMAT / REMAT RELATED MATTERS

13. Issuance of Securities in dematerialized form in case of Investor Service Requests:14

13.1. Listed companies shall issue securities in dematerialized form only (while processing the following service requests:

 13.1.1. Issue of duplicate securities certificate;

 13.1.2. Claim from Unclaimed Suspense Account;

 13.1.3. Renewal / Exchange of securities certificate;

 13.1.4. Endorsement;

 13.1.5. Sub-division / Splitting of securities certificate;

 13.1.6. Consolidation of securities certificates/folios;

 13.1.7. Transmission;

 13.1.8. Transposition;

13.2. The securities holder/claimant shall submit duly filled up Form ISR-415 (to be hosted on the website of the Issuer Companies and the RTAs) along with the documents/ details specified therein. For item nos. 13.1.3 to 13.1.8 in paragraph 13.1 above, the RTA/Issuer Companies shall obtain the original securities certificate(s) for processing of service requests.

13.3. The RTA/Issuer Companies shall verify and process the service requests and thereafter issue a ‘Letter of confirmation’ in lieu of physical securities certificate(s), to the securities holder/claimant within 30 days of its receipt of such request after removing objections, if any.

13.3.1. The ‘Letter of Confirmation’ shall be valid for a period of 120 days from the date of its issuance, within which the securities holder/claimant shall make a request to the Depository Participant for dematerializing the said securities.

13.3.2. The RTA / Issuer Companies shall issue a reminder after the end of 45 days and 90 days from the date of issuance of Letter of Confirmation, informing the securities holder/claimant to submit the demat request as above, in case no such request has been received by the RTA / Issuer Company.

13.3.3. In case the securities holder/claimant fails to submit the demat request within the aforesaid period, RTA / Issuer Companies shall credit the securities to the Suspense Escrow Demat Account of the Company.

13.4. The common norms as stipulated in Para 19 shall be applicable for all service requests listed above.

13.5. The operational guidelines for issuance of securities in dematerialized form in case of investor service requests are as under:

13.5.1. After verifying and processing the request, the RTA / Issuer Companies shall intimate the securities holder/claimant about its execution / issuance of new certificate as may be applicable, by way of issuing Letter of Confirmation (Format at Annexure-7) in lieu of Share certificate/s provided by such securities holder/claimant.

13.5.2. The letter shall, inter-alia, contain details of folio and demat account number (if available) of the securities holder/claimant.

13.5.3. The letter shall be sent by the RTA / Issuer Companies through Registered /Speed Post to the securities holder/claimant. Additionally, the RTA/lssuer Companies may send such letter through e-mail with e-sign and / or digital signature.

13.5.4. Within 120 days of issue of the letter, the securities holder/claimant shall submit the demat request, along with the original letter or a copy of the email with e-sign and / or digital signature, as the case may be, to the Depository Participant.

13.5.5. The RTA / Issuer Companies shall issue a reminder after the end of 45 days and 90 days from the date of issuance of Letter of Confirmation, informing the securities holder/claimant to submit the demat request as above, in case no such request has been received by the RTA / Issuer Company.

13.5.6. In case of the securities which are required to be locked in, the RTA while approving / confirming the demat request, shall incorporate / intimate the Depository about the lock-in and its period.

13.5.7. In case of non-receipt of demat request from the securities holder/claimant within 120 days of the date of Letter of Confirmation, the shares will be credited to Suspense Escrow Demat Account of the Company.

13.5.8. The RTA shall retain the physical securities as per the existing procedure and deface the certificate with a stamp “Letter of Confirmation Issued” on the face/ reverse of the certificate, subsequent to processing of service request.

13.5.9. The format of the Letter of Confirmation is given at Annexure 7.

13.6. Guidelines with respect to procedural aspects of Suspense Escrow Demat Account16

13.6.1. Opening of Suspense Escrow Demat Account

  • Companies are required to open a separate demat account with the nomenclature “Suspense Escrow Demat Account” for the purpose of issuance of Securities in dematerialized form in case of investor service requests.

13.6.2. Process to credit shares to Suspense Escrow Demat Account

  • In cases where the securities holder/claimant fails to submit the demat request to the Depository Participant within the period of 120 days from the date of issuance of letter of confirmation, RTA shall move the said securities to a physical folio “Suspense Escrow Account” and issue a consolidated letter of confirmation to the Company for the said securities in the Suspense Escrow Account on a monthly basis.
  • Thereafter, the listed entity shall dematerialize these securities in “Suspense Escrow Demat Account ” with one of the Depository Participants within 7 days of receipt of such Letter of Confirmation from RTA.
  • The listed entity shall maintain details of security holding of each individual securities’ holder(s) whose securities are credited to such Suspense Escrow Demat Account.
  • Suspense Escrow Demat Account shall be held by the listed entity purely on behalf of the securities holders who are entitled to the securities and the securities held in such account shall not be transferred in any manner whatsoever except for the purpose of moving the securities from Suspense Escrow Demat Account to the security holder’s/ claimant’s demat account as and when the security holder/ claimant approaches the listed entity.

13.6.3. Process for claiming securities from Suspense Escrow Demat Account

  • Securities which have been moved to Suspense Escrow Demat Account may be claimed by the security holder/ claimant on submission of following documents to RTA:

> Duly filled in and signed Form ISR – 4.

> Client master list (“CML”) of the demat account for crediting the securities to the security holder’s / claimant’s account provided the details in the CML should match with the details recorded with the RTA / issuer company.

14. Reconciliation of the Admitted, Issued and Listed Capital17

14.1. All the RTAs are hereby directed, that:

14.1.1. They shall maintain records of all the shares dematerialised, rematerialised and details of all securities declared to be eligible for dematerialisation in the depositories and ensure that dematerialisation of shares shall be confirmed/ created only after an in-principle approval of the stock exchange/s where the shares are listed and the admission of the said share with the depositories have been granted.

14.1.2. They shall have proper systems and procedures in place to verify that the securities tendered for dematerialisation have not been dematerialised earlier.

14.1.3. They shall ascertain, reconcile daily and confirm to the depositories that the total number of shares held in NSDL, CDSL and in the physical form tallies with the admitted, issued and listed capital of the issuer company; and

14.1.4. They shall confirm that the dematerialisation requests have been processed within 15 days and shall also state the reasons for shares pending confirmation for more than 15 days from the date of request.

15. Guidelines on processing requests for dematerialization18

15.1. In the case of inter-depository transfers of securities, the RTAs would communicate their confirmation of transfer from one depository to the other depository within two hours, failing which it shall be deemed to have been confirmed. The RTA should not reject any inter depository transfer except on the ground that a depository did not have adequate balance of securities in its account or if there was mismatch of transfer requests from the depositories.

15.2. Every company shall appoint the same RTA for both the depositories.

15.3. All the work related to share registry in terms of both physical and electronic should be maintained at a single point i.e. either in-house by the company or by a SEBI registered RTA.

15.4. The RTA shall accept partial dematerialisation requests and will not reject or send back the complete lot of dematerialisation request to the DPs in cases where only a part of the request was to be rejected.

15.5. In cases where a DP has already sent information about dematerialisation electronically to an RTA but physical shares have not received, the RTA will accept the demat request and carry out dematerialization on the indemnity given by the DP and proof of dispatch of document given by DP.

15.6. It is ensured that the dematerialization request is processed within 15 days from the date of such request. The request shall not be rejected on flimsy grounds or without specifying reason for rejection or without proper documents supporting your reason for rejection. A violation of this directive would invite suitable action.

16. Database for Distinctive Number of Shares:-19

16.1. In order to ensure centralised record of all securities, including both physical and dematerialised shares, issued by the company and its reconciliation thereof, the Depositories shall create and maintain a database of distinctive numbers (DN) of equity shares of listed companies with details of DN in respect of all physical shares and overall DN range for dematerialised shares.

16.2. The DN database shall make available, information in respect of issued capital, such as DN Range, number of equity shares issued, name of stock exchange where the shares are listed, date of in-principle listing / final trading approval / dealing permission, shares held in physical or demat form, date of allotment, shares dematerialized under temporary (frozen) ISIN (International Securities Identification Number) or Permanent (active) ISIN etc., at one place.

16.3. Issuers/RTAs shall use the interface provided by the Depositories for the following –

16.3.1. To update DN information in respect of all physical share capital and overall DN range for dematerialised share capital for all listed companies.20

16.3.2. Updating the fields viz. Distinctive Numbers (From), Distinctive Numbers (To), Number of Equity Shares, Name of Stock Exchange, Physical / Demat, and Date of allotment and date of issue (date of credit to BO account), on a continuous basis for subsequent changes including changes in case of further issue, fresh issuance / new listing and other change / alteration in capital (such as buy-back of shares, forfeiture of shares, capital reduction, etc.).

16.3.3. Capturing / updating the DN information on a continuous basis while processing, dematerialisation / rematerialisation requests confirmation, executing corporate action, etc.

16.4. Issuers/RTAs shall take all necessary steps to update the DN database. If there is mismatch in the DN information with the data provided / updated by the Stock Exchanges in the DN database, the Issuer/RTA shall take steps to match the records and update the same.

16.5. Failure by the Issuers/RTAs to ensure reconciliation of the records as required shall attract appropriate actions under the extant laws.

SECTION IV – TRANSFER RELATED MATTERS

17. Tendering of physical shares in open offers, buybacks and delisting of securities of listed entities21

17.1. The proviso to regulation 40(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR Regulations’) states that “..except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository.”

17.2. Nevertheless, shareholders holding securities in physical form are allowed to tender shares in open offers, buy-backs through tender offer route and exit offers in case of voluntary or compulsory delisting. However, such tendering shall be as per the provisions of respective regulations.

18.1. Government vide Gazette notification S.O.116(E) dated January 08, 2020 notified the “RTAs” registered under the Regulations as a “depository” for the limited purposes of acting as a “collecting agent” under the Indian Stamp Act, 1899 and the Rules made thereunder, only in case of instruments of transaction otherwise than through a recognised stock exchange or depository

18.2. In this regard, RTAs shall comply with the applicable provisions of the Indian Stamp Act, 1899 and the Rules made thereunder regarding collection of stamp duty on sale, transfer and issue of units of AIFs.

SECTION V –INVESTOR’S SERVICE REQUEST

19. Common and Simplified Norms for processing investor’s service request by RTAs and norms for furnishing PAN, KYC details and Nomination23

19.1. Mandatory furnishing of PAN, KYC details and Nomination by holders of physical securities.

It shall be mandatory for all holders of physical securities in listed companies to furnish PAN, Nomination, Contact details, Bank A/c details and Specimen signature for their corresponding folio numbers. The detailed requirements are as per Annexure – 8.

19.2. Freezing of Folios without PAN, KYC details and Nomination.

19.2.1. The folios wherein any one of the cited document/details as in para 19.1 above are not available on or after October 01, 2023, shall be frozen by the RTA.

19.2.2. The security holder(s) whose folio(s) have been frozen shall be eligible:

(a) to lodge grievance or avail any service request from the RTA only after furnishing the complete documents / details as mentioned in para 19.1.

(b) for any payment including dividend, interest or redemption payment in respect of such frozen folios, only through electronic mode with effect from April 01, 2024. An intimation shall be sent by the Listed Company to the security holder that such payment is due and shall be made electronically only upon complying with the requirements stated in para 19.1.

19.2.3. Frozen folios shall be referred by the RTA / listed company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and/or Prevention of Money Laundering Act, 2002, if they continue to remain frozen as on December 31, 2025.

19.2.4. The RTA shall revert the frozen folios to normal status upon receipt of all the documents/details as in para – 19.1 above.

19.3. Attestation of documents

Self-attested copies of documents will be accepted by the RTA for processing of service requests, unless otherwise prescribed in the Companies Act, 2013 or the Rules issued thereunder or in SEBI Regulations or Circulars issued thereunder.

19.4. Mode for providing documents/details by investors for various service requests The security holder/claimant may provide the documents/details to the RTAs for various service requests by way of ‘In Person Verification’ (IPV) or Post or electronic mode with e-sign; unless otherwise prescribed in the Companies Act, 2013 or the Rules issued thereunder or in SEBI Regulations or Circulars issued thereunder. The details of various modes are as per Annexure – 9.

19.5. Standardized, simplified and common norms for processing investor service requests.

The details with regard to simplified and common norms along with operational guidelines for processing various service requests e.g. mismatch in signature, mismatch in name, change in name, updation of bank details and contact details are provided at Annexure-10.

19.6. Forms for availing various Investor services

Investors holding securities in physical mode interface with the RTAs, inter-alia, for registering/updating the KYC details and for the processing of various service requests. The service requests along with requisite forms are provided at Annexure-11.

19.7. Indemnity

For any service request except transmission and request for issuance for duplicate security certificates, indemnity shall not be required unless the same is specifically provided in the Companies Act, 2013 or the Rules issued thereunder or in SEBI Regulations or Circulars issued thereunder.

19.8. KYC details across all folios of the holder, maintained by the RTA

19.8.1. RTAs shall update the PAN and KYC details across all the folios of the holder managed by it and details which are already available with the RTA are to be overwritten, upon specific authorization for the same from the holder, as provided in Form ISR-1.

19.8.2. RTA shall update the folio(s) of the holder with the information on 1) present address, 2) bank details, 3) E-mail address and 4) mobile number from the details available in the Client Master List (CML) duly signed by the Depository Participant with stamp, if the holder / claimant provides the CML along with duly completed and signed Form ISR-1.

19.8.3. Details which are not available for the physical folio in RTA database as provided in CML along with Form ISR-1 as per 11.2 above, shall be updated from the CML.

19.9. Timelines for registering of / updation of / change in PAN, KYC and nomination

RTAs shall process any of the aforesaid requests from the holder, within timelines as mentioned in Annexure-24 or as may be prescribed by the Board from time to time.

With regard to nomination, the cancellation or variation in nomination shall take effect from the date on which the duly completed and signed intimation is received by the company / RTA in terms of Rule 19 (10) of the Companies (Share Capital and Debenture) Rules, 2014, as amended from time to time.

19.10.Display of contact details of RTAs

RTAs shall provide their complete contact details (viz. postal address, phone numbers and e-mail address etc.) on their respective websites. The same shall also be provided on the websites of the listed companies and the stock exchanges on which such company is listed. RTA shall arrange to update the same forthwith, as and when there is a change.

19.11.All objections by RTA in one instance

While processing service requests and related complaints, the RTAs shall raise all objections, if any, in one instance only. The additional information may be sought only in case of any deficiency / discrepancy in the documents / details furnished by the security holder.

19.12.Electronic interface for processing queries and complaints 

In addition to responding to queries and complaints through hard copies, the RTA shall also process the same received through e-mails, provided that it is received from the e-mail address of the security holder which is already registered with the RTA. The security holder may attach scanned copies of self-attested documents in support of his/her query or complaint.

Further, if the RTA is providing an online – portal, then the security holder may submit his/her query or complaint through this portal, using appropriate credentials for login and password. The security holder may upload scanned copies of self-attested documents in support of his/her query or complaint.

The RTA shall also use the electronic/on-line mode for communicating with the holder/claimant for expeditious processing of queries/complaints of the security holder.

19.13.Intimation to security holders

Listed companies, RTAs and Stock Exchanges shall disseminate the requirements to be complied with by holders of physical securities of all listed companies on their respective websites. Listed companies shall also directly intimate its security holders about folios which are incomplete with regard to details required under para 19.1 of this circular on an annual basis within 6 months from the end of the financial year.

19.14.Listed Companies/RTAs shall submit a report to SEBI by May 31, 2023, on the steps taken by them towards sensitizing their security holders regarding mandatory furnishing of PAN, KYC and nomination details as detailed in para 19.1 of this circular.

20. Procedure and Standardisation of formats of documents for transmission of securities24

20.1. A ready reckoner listing out the documents required for transmission of securities, in case of demise of the sole holder, is provided in Annexure- 14.

20.2. The Operational Guidelines for processing investor’s service request for the purpose of transmission of securities are provided in Annexure- 15.

20.3. The format of the form to be filed by nominee/claimant/legal heir while requesting transmission of securities is provided in Annexure- 16.

20.4. The revised documentation requirements in case of transmission of securities are specified below:

20.4.1. Where the securities are held in a single name with a nomination, nominee shall be informed about the procedure to be followed for the claim on the receipt of the intimation of death of the security holder.

20.4.2. Where the securities are held in single name with a nomination, the following documents shall be submitted:

a) duly signed transmission request form by the nominee;

b) original death certificate or copy of death certificate attested by the nominee subject to verification with the original or copy of death certificate duly attested by a notary public or by a gazetted officer;

c) self-attested copy of the Permanent Account Number card of the nominee, issued by the Income Tax Department.

20.4.3. Where the securities are held in single name without nomination, the following documents shall be submitted:

a) duly signed transmission request form by the legal heir(s)/claimant(s);

b) original death certificate or copy of death certificate attested by the legal heir(s)/claimant(s) subject to verification with the original or copy of death certificate duly attested by a notary public or by a gazetted officer;

c) self-attested copy of the Permanent Account Number card of the legal heir(s)/claimant(s), issued by the Income Tax Department;

d) a notarized affidavit, in the format provided Annexure-17 from all legal heir(s) made on non-judicial stamp paper of appropriate value, to the effect of identification and claim of legal ownership to the securities.

However, in case the legal heir(s)/claimant(s) are named in any of the documents for transmission of securities as mentioned in serial number 8 in Annexure 14, an affidavit from such legal heir(s)/claimant(s) alone shall be sufficient;

e) a copy of other requisite documents for transmission of securities as may be applicable as per Annexure-14, attested by the legal heir(s)/claimant(s) subject to verification with the original or duly attested by a notary public or by a gazetted officer:

20.4.4. In cases where a copy of Will is submitted as may be applicable in terms of Indian Succession Act,1925 (39 of 1925) the same shall be accompanied with a notarized indemnity bond from the claimant (appropriate beneficiary of the Will) to whom the securities are transmitted, in the format provided in Annexure-18.

20.4.5. In cases where a copy of Legal Heirship Certificate or its equivalent certificate issued by a competent Government Authority is submitted, the same shall be accompanied with:

a) a notarized indemnity bond from the legal heir(s) /claimant(s) to whom the securities are transmitted, in the format provided in Annexure-18.

b) No Objection from all non-claimants (remaining legal heirs), stating that they have relinquished their rights to the claim for transmission of securities, duly attested by a notary public or by a gazetted officer, in the format provided in Annexure-19.

20.4.6. For value of securities up to rupees five lakhs per listed entity in case of securities held in physical mode, and up to rupees fifteen lakhs per beneficial owner in case of securities held in dematerialized mode, as on date of application by the claimant, and where the documents mentioned in serial number 9 as per Annexure-14, are not available, the legal heir(s) /claimant(s) may submit the following documents:

a) a notarized indemnity bond made on non-judicial stamp paper of appropriate value in the format provided in Annexure- 18, indemnifying the STA/ listed entity:

b) no objection certificate from all legal heir(s) stating that they do not object to such transmission in the format provided in Annexure- 19 or copy of family settlement deed executed by all the legal heirs, duly attested by a notary public or by a gazetted officer; and

The listed entity may, at its discretion, enhance the value of securities from the threshold limit of rupees five lakhs, in case of securities held in physical mode.

20.5. For transmission of securities to the surviving joint holder(s), RTAs shall comply with clause 23 of Table F in Schedule 1 read with Section 56(2) & 56(4)(c) of the Companies Act, 2013, and transmit securities in favour of surviving Joint holder(s), in the event of demise of one or more joint holder(s), provided that there is nothing contrary in the Articles of Association of the company.

20.6. The common norms as stipulated in Para 19 shall be applicable for transmission service requests.

20.7. In case the securities were held by the deceased holder in a single name and in physical mode, then after verifying and processing the documents submitted for transmission of securities, the RTAs/ Issuer companies shall intimate the claimant(s) about its execution as may be applicable, within 30 days of the receipt of such request, by way of issuing a Letter of Confirmation in the format provided in Annxure-7.

21. Entities permitted to undertake e-KYC Aadhaar Authentication service of UIDAI in Securities Market25

21.1. The following entities to be registered as KYC user agency (“KUA”) shall undertake Aadhaar Authentication service of UIDAI subject to compliance of the conditions as laid down in this regard:

 21.1.1. Bombay Stock Exchange Limited

 21.1.2. National Stock Exchange of India Limited

 21.1.3. National Securities Depository Limited

 21.1.4. Central Depository Services (India) Limited

 21.1.5. CDSL Ventures Limited

 21.1.6. NSDL Database Management Limited

 21.1.7. NSE Data and Analytics Limited

 21.1.8. CAMS Investor Services Private Limited

 21.1.9. Computer Age Management Services Private Limited

21.2. These entities shall allow SEBI registered RTA / mutual fund distributors to undertake Aadhaar Authentication in respect of their clients for the purpose of KYC. The SEBI registered RTA / mutual fund distributors, who want to undertake Aadhaar authentication services through KUAs, shall enter into an agreement with KUA and get themselves registered with UIDAI as sub-KUAs. The agreement in this regard shall be as prescribed by UIDAI. Further, the KUAs and their Sub-KuAs shall follow the process as detailed in SEBI circular dated Nov 05, 2019 and as may be prescribed by UIDAI from time to time.

22.1. The procedure and documentation requirements for issuance of duplicate securities are mentioned below: –

22.1.1. Submission by the security holder of copy of FIR including e-FIR/Police complaint/Court injunction order/copy of plaint (where the suit filed has been accepted by the Court and Suit No. has been given), necessarily having details of the securities, folio number, distinctive number range and certificate numbers.

22.1.2. Issuance of advertisement regarding loss of securities in a widely circulated newspaper

22.1.3. Submission of Affidavit and Indemnity bond as per the format prescribed by the Board.

i. There shall be no requirement of submission of surety for issuance of duplicate securities

22.1.4. There shall be no requirement to comply with Para 22.1.1 and 22.1.2 of this Master Circular, if the value of securities as on the date of submission of application, along with complete documentation as prescribed by the Board does not exceed ` 5 Lakhs.

22.1.5. The applicant shall quantify the value of the securities on the basis of the closing price of such securities at any one of the recognized stock exchanges a day prior to the date of such submission in the application.

22.1.6. An overseas securities holder, in lieu of documents mentioned in Para 22.1.1 of this Master Circular, shall be permitted to provide self-declaration of the security certificates lost/misplaced/stolen which shall be duly notarized/ apostilled /attested by the Indian Consulate / Embassy in their country of residence, along with self-attested copies of valid passport and overseas address proof.

22.1.7. In case of non-availability of Certificate Nos./Distinctive Nos./ Folio nos., the RTA (upon written request by the security holder) shall provide the same, to the security holder only where the signature and the address of the security holder matches with the RTA / listed company’s records. In case the signature and/or the address do not match, the security holder shall first comply with the KYC procedure and then only the details of the securities shall be provided to the security holder by the RTA/listed company.

22.2. Fake / forged / stolen certificates or certificates where duplicate certificate is issued, must be seized and defaced by the RTA / listed company and disposed of in the manner, authorized by the Board of the Company.

22.3. Defaced certificates shall be kept in custody of the Company/ RTA and disposed of in the manner as authorized by the Board of the Company

22.4. Duplicate securities shall be issued in dematerialized mode only.

22.5. Operational Guidelines for processing investor’s service request for the purpose of issuance of duplicate securities have been placed at Annexure-20.

22.6. Formats of various documents required to be submitted by security holder while requesting for issuance of duplicate securities have been provided below:

a) Form A –Affidavit for issuance of duplicate securities(pdf)

b) Form B-Indemnity for issuance of duplicate securities(pdf)

c) Form C –Format of Letter of Confirmation(pdf)

d) Investor Service Request Form –4 (ISR 4)(pdf)

SECTION VI – INFORMATION TECHNOLOGY & CYBER SECURITY

23. Cyber Security and Cyber Resilience framework for RTAs27

23.1. The provisions related to cyber security and cyber resilience framework are applicable only for RTAs servicing more than 2 crore folios (hereinafter referred to as “Qualified RTAs” or “QRTAs”). The framework placed at Annexure-21, would be required to be complied by the QRTAs with regard to cyber security and cyber resilience.

23.2. The QRTAs are mandated to conduct comprehensive cyber audit at least twice in a financial year. All QRTAs shall submit a declaration from the MD/ CEO certifying compliance by the QRTAs with all SEBI Circulars and advisories related to Cyber security from time to time, along with the Cyber audit reports.

24. Advisory for Financial Sector Organizations regarding Software as a Service (SaaS) based solutions28

24.1. Indian Computer Emergency Response Team (CERT-in) issued an advisory for Financial Sector organizations to improve their cyber Security Posture by availing Software as a Service (SaaS) based solution for managing their Governance, Risk & Compliance (GRC) functions. The advisory was forwarded to SEBI for bringing the same to the notice of financial sector organization. The advisory can be viewed at Annexure- 22.

24.2. RTAs are advised to ensure complete protection and seamless control over the critical systems at your organizations by continuous monitoring through direct control and supervision protocol mechanisms while keeping the critical data within the legal boundary of India.

24.3. The compliance of the advisory shall be reported by RTAs to SEBI with an undertaking, “Compliance of the SEBI circular for Advisory for Financial Sector Organizations regarding Software as a Service (SaaS) based solutions has been made.”

SECTION VII – INVESTOR GRIEVANCE REDRESSAL, SCORES

25. Investor grievance through the SEBI Complaints Redress system (SCORES) Platform29

25.1. All registered RTAs are advised to designate an e-mail ID of the grievance redressal division/ compliance officer exclusively for the purpose of registering complaints by investors.

25.2. The RTIs / STAs are also advised to display the email ID and other relevant details prominently on their websites and in the various materials/pamphlets/advertisement campaign initiated by them for creating investor awareness.

25.3. A daily alert on pending complaints will be forwarded at the e-mail ID registered with SEBI for regulatory communications.

25.4. As an additional measure and for information of all investors who deal/ invest/ transact in the market, information as provided in Annexure-23 shall be prominently displayed by RTAs in their offices.

25.5. RTAs are also advised to refer master circular issued by SEBI on the redressal of investor grievances through the SEBI Complaints Redress System (SCORES) platform at the following link:

https://www.sebi.gov.in/legal/master-circulars/nov-2022/master-circular-on-the- redressal-of-investor-grievances-through-the-sebi-complaints-redress-system-scores-platform_64742.html

26. Standard Operating Procedures (SOP) for dispute resolution under the Stock Exchange arbitration mechanism for disputes between a Listed Company and/or RTAs and its Shareholder(s)/Investor(s)30

26.1. Regulation 40 of LODR Regulations, bye-laws, listing agreement & regulations of the stock exchanges provide for dispute resolution under the stock exchange arbitration mechanism for disputes between a listed company and its shareholder(s)/ investor(s).

26.2. In this respect, Standard Operating Procedures (SOP) for the resolution of all disputes pertaining to or emanating from investor services such as transfer/transmission of shares, demat/remat, issue of duplicate shares, transposition of holders, etc. and investor entitlements like corporate benefits, dividend, bonus shares, rights entitlements, credit of securities in public issue, interest /coupon payments on securities, etc. is as follows:

Applicability

26.3. The provisions of SOP shall be applicable to Listed Companies / RTAs offering services on behalf of listed companies. In case of claims or disputes arising between the shareholder(s)/ investor(s) of listed companies and the RTAs, the RTAs shall be subjected to the stock exchange arbitration mechanism. In all such instances, the listed company shall necessarily be added as a party.

26.4. The Arbitration Mechanism shall be initiated post exhausting all actions for resolution of complaints including those received through SCORES Portal. The Arbitration reference shall be filed with the Stock Exchange where the initial complaint has been addressed.

Maintenance of a Panel of Arbitrators and Code of Conduct for Arbitrators

26.5. The maintenance of Panel of Arbitrators and the Code of Conduct for Arbitrators shall be in line with the current norms being followed by the Stock Exchanges for arbitration mechanism.

Arbitration

26.6. The limitation period for filing an arbitration application shall be as prescribed under the law of limitation, i.e., The Limitation Act, 1963.

26.7. In case of arbitration matters involving a claim of up to ₹ 25 lakhs, a sole

arbitrator shall be appointed and, if the value of the claim is more than ₹ 25 lakhs, a panel of three arbitrators shall be appointed.

26.8. The process of appointment of arbitrator(s) shall be completed by the stock exchange within 30 days from the date of receipt of complete application from the applicant.

26.9. Disputes pertaining to or emanating from investor service requests such as transfer/transmission of shares, demat/remat, issue of duplicate shares, transposition of holders, investor entitlements like corporate benefits, dividend, bonus shares, rights entitlements, credit of securities in public issue, interest /coupon payments on securities and delay in processing/wrongful rejection of aforesaid investor service requests may be considered for arbitration.

Appellate Arbitration

 26.10. Any party aggrieved by an arbitral award may file an appeal before the appellate panel of arbitrators of the stock exchange against such award within one month from the date of receipt of arbitral award by the aggrieved party.

 26.11. The appellate panel shall consist of three arbitrators who shall be different from the one(s) who passed the arbitral award appealed against.

26.12. The process of appointment of appellate panel of arbitrator(s) shall be completed by the stock exchange within 30 days from the date of receipt of complete application for appellate arbitration.

Arbitration Fees

26.13. The fees per arbitrator shall be ₹ 18,000/- plus stamp duty, service charge etc. as applicable per case. The fees plus stamp duty, service charge etc. as applicable shall be collected from RTAs/ Listed companies and shareholder(s)/ investor(s) separately by the Exchange, for defraying the cost of arbitration.

26.14. If the value of claim is less than or equal to ₹ 10 lakhs, then the cost of arbitration with respect to the shareholder(s)/investor(s) shall be borne by the Exchange.

26.15. Further on passing of the arbitral award, the fees and stamp charges paid by the party in whose favor the award has been passed would be refunded and the fees and stamp charges of the party against whom the award has been passed would be utilized towards payment of the arbitrator fees.

26.16. For appellate arbitration, fees of ₹ 54,000/- plus stamp duty, service charge etc. as applicable shall be paid by the appellant only. The Appellate fees shall be non­refundable.

26.17. In case, an appellant filing an appeal is a shareholder/an investor having a claim of more than ` 10 lakhs, the appellant shall pay a fee not exceeding ₹ 30,000/- plus stamp duty, service charge etc. as applicable and in case of a claim upto ₹ 10 lakhs, the appellant shall pay a fee not exceeding ₹ 10,000/- plus stamp duty, service charge etc. as applicable. Further expenses thus arising shall be borne by the Stock Exchanges and the Investor Protection Fund of Stock Exchanges equally.

Place of Arbitration

26.18. The arbitration and appellate arbitration shall be conducted at the regional centre of the stock exchange nearest to the shareholder(s)/investor(s). The application under Section 34 of the Arbitration and Conciliation Act, 1996, if any, against the decision of the appellate panel of arbitrators shall be filed in the competent Court nearest to such regional centre.

Hearings

26.19. No hearing shall be required to be given to the parties involved in the dispute if the value of the claim or dispute is upto ₹ 25,000/-. In such a case, the arbitrator(s) shall proceed to decide the matter on the basis of documents submitted by the parties concerned.

26.20. If the value of claim or dispute is more than ₹ 25,000/-, the arbitrator(s) shall offer to hear the parties to the dispute unless parties concerned waive their right for such hearing in writing.

26.21. After appointment of the arbitrator(s) in the matter, the Exchange in consultation with the arbitrator(s) shall determine the date and time of the hearing and a notice of the same shall be given by the Exchange to the parties concerned at least ten days in advance. The parties concerned may opt for physical hearings which are conducted in the Stock Exchange Premises or hearing through Video Conference. The hearings through Video Conference may be conducted by the Stock Exchanges after taking consent from the parties concerned.

26.22. The arbitrator(s) may conduct one or more hearings, with a view to complete the case within the prescribed timelines.

Passing of Award

26.23. Arbitral Award

26.23.1. The arbitration proceedings shall be concluded by way of issue of an arbitral award within four months from the date of appointment of arbitrator(s).

26.23.2. The stock exchanges may extend the time for issue of arbitral award by not more than two months on a case to case basis after recording the reasons for the same.

26.24. Appeal against Arbitral Award

26.24.1. The appeal against an arbitral award shall be disposed of by way of issue of an appellate arbitral award within three months from the date of appointment of appellate panel.

26.24.2. The stock exchanges may extend the time for issue of appellate arbitral award by not more than two months on a case to case basis after recording the reasons for the same.

26.24.3. A party aggrieved by the appellate arbitral award may file an application to the court of competent jurisdiction in accordance with Section 34 of the Arbitration and Conciliation Act, 1996.

26.25. In case the parties wish to settle/withdraw the dispute, the arbitrator(s)/ appellate panel may pass an award on consent terms.

26.26. Where the award is against the Listed Company/RTA, the Listed Company/RTA shall update the status of compliance with the arbitration award promptly to the exchange.

26.27. The stock exchanges shall put in place a framework for imposition of penalty on Listed Companies in cases where Listed Companies/RTAs do not honor the arbitral award.

Record and Disclosures

26.28. The stock exchanges shall preserve the documents related to arbitration for five years from the date of arbitral award, appellate arbitral award or Order of the Court, as the case may be; and register of destruction of records relating to above, permanently.

26.29. The stock exchanges shall disclose on its website, details of disposal of arbitration proceedings and details of arbitrator-wise disposal of arbitration proceedings as per the formats prescribed by SEBI for already available arbitration mechanism.

SECTION VIII- INVESTOR’S CHARTER

27. Publishing Investor Charter and Disclosure of Complaints by RTAs on their websites31

27.1. In order to facilitate investor awareness about various activities where an investor has to deal with RTAs for availing Investor Service Requests, SEBI has developed an 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.

27.2. In this regard, all the registered RTAs shall take necessary steps to bring the Investor Charter, as provided at ‘Annexure –24’ 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.

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

27.4. Additionally, in order to bring about transparency in the Investor Grievance Redressal Mechanism, it has been decided that all the registered RTAs shall 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-25’ to this circular.

SECTION IX – OTHER GUIDELINES

28. Designated e-mail ID for regulatory communication with SEBI32

28.1. RTAs are required to create a designated email id for regulatory communications. This email id shall be an exclusive email id only for the above purpose and should not be a person centric email id.

28.2. The Designated e-mail ID shall be communicated to SEBI at intermediary@sebi.gov.in as per the format prescribed at Annexure-26 given below.

29. Mandatory Requirement of Permanent Account Number33

29.1. In order to strengthen the Know Your Client (KYC) norms and identify every participant in the securities market with their respective PAN thereby ensuring sound audit trail of all the transactions, it has been decided that PAN would be the sole identification number for all participants transacting in the securities market, irrespective of the amount of transaction.

29.2. The RTAs are advised in this regard as under:

29.2.1. To put in the necessary systems in place so that all the individual databases of their clients and clients’ transactions are linked to the PAN details of the client with which analysis can be made.

29.2.2. To build the necessary infrastructure for enabling accessibility and query based on PAN thereby enabling retrieval of all the details of the clients that is available including transactions done by them.

29.2.3. To collect copies of PAN cards issued to their existing as well as new clients by the Income Tax Department and maintain the same in their record after verifying with the original.

29.2.4. To cross-check the aforesaid details collected from their clients with the details on the website of the Income Tax Department – http://incometaxindiaefiling.gov.in/challan/enterpanforchallan.jsp.

29.3. PAN may not be insisted in the case of Central Government, State Government, and the officials appointed by the courts e.g. Official liquidator, Court receiver etc. (under the category of Government) for transacting in securities market.

29.4. However, the aforementioned clarification would be subject to the RTAs verifying the veracity of the claim of the specified organizations, by collecting sufficient documentary evidence in support of their claim for such an exemption.

RTAs are directed that:

a) Proper internal code of conduct and controls should be put in place.

b) Employees/temporary staff/voluntary workers etc. employed/working in the Offices of RTAs do not encourage or circulate rumours or unverified information obtained from client, industry, any trade or any other sources without verification.

c) Access to Blogs/Chat forums/Messenger sites etc. should either be restricted under supervision or access should not be allowed.

d) Logs for any usage of such Blogs/Chat forums/Messenger sites (called by any nomenclature) shall be treated as records and the same should be maintained as specified by the respective Regulations which govern the concerned RTA.

e) Employees should be directed that any market related news received by them either in their official mail/personal mail/blog or in any other manner, should be forwarded only after the same has been seen and approved by the concerned RTA’s Compliance Officer. If an employee fails to do so, he/she shall be deemed to have violated the various provisions contained in SEBI Act/Rules/Regulations etc. and shall be liable for action. The Compliance Officer shall also be held liable for breach of duty in this regard.

31.1. SEBI Regulations for various intermediaries require that they shall render at all times high standards of service and exercise due diligence and ensure proper care in their operations.

31.2. It has been observed that often the intermediaries resort to outsourcing with a view to reduce costs, and at times, for strategic reasons.

31.3. Outsourcing may be defined as the use of one or more than one third party – either within or outside the group – by a registered RTA to perform the activities associated with services which the RTA offers.

31.4. Principles for Outsourcing

The risks associated with outsourcing may be operational risk, reputational risk, legal risk, country risk, strategic risk, exit-strategy risk, counter party risk, concentration and systemic risk. In order to address the concerns arising from the outsourcing of activities by intermediaries based on the principles advocated by the International Organisation of Securities Commissions (IOSCO) and the experience of Indian markets, SEBI had prepared a concept paper on outsourcing of activities related to services offered by intermediaries.

The principles for outsourcing by intermediaries have been provided at Annexure-27. These principles shall be followed by all RTAs registered with SEBI.

31.5. Activities that shall not be Outsourced

The RTAs desirous of outsourcing their activities shall not, however, outsource their core business activities and compliance functions. A few examples of core business activities may be – execution of orders and monitoring of trading activities of clients in case of stock brokers; dematerialisation of securities in case of depository participants; investment related activities in case of Mutual Funds and Portfolio Managers. Regarding Know Your Client (KYC) requirements, the RTAs shall comply with the provisions of SEBI {KYC (Know Your Client) Registration Agency} Regulations, 2011 and Guidelines issued thereunder from time to time.

31.6. Other Obligations

i. Reporting to Financial Intelligence Unit (FIU) – The RTAs shall be responsible for reporting of any suspicious transactions / reports to FIU or any other competent authority in respect of activities carried out by the third parties.

ii. Need for Self-Assessment of existing Outsourcing Arrangements – In view of the changing business activities and complexities of various financial products, RTAs shall conduct a self-assessment of their existing outsourcing arrangements within a time bound plan, not later than six months from the date of issuance of this circular and bring them in line with the requirements of the guidelines/principles.

32. General Guidelines for dealing with conflicts of interest36

32.1. RTAs are presently governed by the provisions for avoidance of conflict of interest as mandated in the respective regulations read with relevant circulars issued from time to time by SEBI. On the lines of Principle 8 of the IOSCO Objectives and Principles of Securities Regulations, it has been decided to put in place comprehensive guidelines to collectively cover such entities and their associated persons, for elimination of their conflict of interest, as detailed hereunder.

32.2. Such entities shall adhere to these guidelines for avoiding or dealing with or managing conflict of interest. They shall be responsible for educating their associated persons for compliance of these guidelines.

32.3. For the purpose of these guidelines “intermediaries” and “associated persons” have the same meaning as defined in Securities and Exchange Board of India (Certification of Associated Persons in the Securities Markets) Regulations, 2007.

32.4. Such entities and their associated persons shall,

i. lay down, with active involvement of senior management, policies and internal procedures to identify and avoid or to deal or manage actual or potential conflict of interest, develop an internal code of conduct governing operations and formulate standards of appropriate conduct in the performance of their activities, and ensure to communicate such policies, procedures and code to all concerned;

ii. at all times maintain high standards of integrity in the conduct of their business;

iii. ensure fair treatment of their clients and not discriminate amongst them;

iv. ensure that their personal interest does not, at any time conflict with their duty to their clients and client’s interest always takes primacy in their advice, investment decisions and transactions;

v. make appropriate disclosure to the clients of possible source or potential areas of conflict of interest which would impair their ability to render fair, objective and unbiased services;

vi. endeavor to reduce opportunities for conflict through prescriptive measures such as through information barriers to block or hinder the flow of information from one department/ unit to another, etc.;

vii. place appropriate restrictions on transactions in securities while handling a mandate of issuer or client in respect of such security so as to avoid any conflict;

viii. not deal in securities while in possession of material non published information;

ix. not to communicate the material non published information while dealing in securities on behalf of others;

x. not in any way contribute to manipulate the demand for or supply of securities in the market or to influence prices of securities;

xi. not have an incentive structure that encourages sale of products not suiting the risk profile of their clients;

xii. not share information received from clients or pertaining to them, obtained as a result of their dealings, for their personal interest;

32.5. The Boards of such entities shall put in place systems for implementation of aforementioned provisions and provide necessary guidance enabling identification, elimination or management of conflict of interest situations. The Boards shall review the compliance of aforementioned provisions periodically.

32.6. The said guidelines shall be in addition to the provisions, if any, contained in respective regulations/ circulars issued by the Board from time to time regarding dealing with conflict of interest, in respect of such entities.

33. Framework for Regulatory Sandbox37

33.1. The Objective of Regulatory Sandbox is to grant certain facilities and flexibilities to the entities regulated by SEBI so that they can experiment with FinTech solutions in a live environment and on limited set of real users for a limited time frame.

33.2. The updated guidelines pertaining to the functioning of the Regulatory Sandbox are provided at Annexure 28.

34. RTA inter-operable Platform for enhancing investors’ experience in Mutual Fund transactions / service requests38

34.1. RTAs of Mutual Funds shall implement standardized practices, system interoperability amongst themselves to jointly develop a common industry wide platform that will deliver an integrated, harmonized, elevated experience to the investors across the industry. AMCs and Depositories shall facilitate the RTAs for development of the proposed platform.

34.2. The aforesaid platform shall, inter alia in phases, enable a user-friendly interface for investors for execution of mutual fund transactions viz. purchase, redemption, switch etc., initiation and tracking of service requests viz. change of email id / contact number / bank account details etc., initiation and tracking of queries and complaints, access investment related reports viz. mutual fund holdings (both in demat and standard Statement of Account), transactions reports (including historic transactions), capital gains/loss report, details of unclaimed dividend/redemption etc. Through this platform, investors will be able to access these services for all Mutual Funds in an integrated manner. In this regard, AMCs, RTAs and Depositories shall take necessary measures to provide data via APIs on a real time basis to the proposed platform. Additionally, RTAs and Depositories shall also share their respective data feeds between themselves for generation of investment related reports.

34.3. The platform may also over time, provide services to the distributors, registered investment advisors, AMCs, Stock Exchange platforms and digital platforms for transacting in mutual funds to further augment ease of investing and servicing of investors through the above stakeholders in consultation with SEBI.

34.4. AMCs, RTAs and Depositories shall review and agree to harmonize the processes across the industry to provide a single-window, integrated, simplified investment and service experience for the investors.

34.5. AMCs, RTAs, and Depositories shall adopt the data definitions and standards as provided / recommended by SEBI for data exchange amongst various participants.

34.6. The Platform should be scalable with robust cyber security protocols and supported through an API-based architecture. In this regard, the platform shall adopt the Cyber Security and Cyber Resilience framework specified by SEBI from time to time to “MIIs” (Market Infrastructure Institutions such as Stock Exchanges, Depositories and Clearing Corporations) and “Qualified RTAs” (QRTAs). Further, on request basis, APIs could be exposed to other industry stakeholders such as distributors, registered investment advisors, Stock Exchange platforms and digital platforms etc. with due approval of the concerned Mutual Fund on mutually agreed terms.

34.7. The RTAs are jointly and severally responsible for compliance with all the applicable regulations including system audit and cyber security audit. Further, RTAs shall ensure that the platform complies with the guidelines for Business Continuity Plan (BCP) and Disaster Recovery (DR) specified by SEBI from time to time to “MIIs”.

34.8. All the stakeholders are advised to collaborate and work together towards the development and implementation of the proposed investor-friendly platform.

34.9. AMCs, RTAs, Depositories, AMFI and key stakeholders are advised to create awareness about this initiative amongst the investors.

35. Approach to securities market data access and terms of usage of data provided by data sources in Indian securities market39

RTAs are advised to make note of the following:

“As far as the data provided by various data sources in Indian securities markets pursuant to regulatory mandates for reporting and disclosure in public domain are concerned, such data should be made available to users, ‘free of charge’ both for ‘viewing’ the data as also for downloading the format as specified by regulatory mandate for reporting, as well as their usage for the value addition purposes.”

Further, apart from the data made available free of cost, data which is chargeable should be appropriately identified as such in public domain.

36. Digital mode of payment40

SEBI has notified the SEBI (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017 on March 06, 2017 to enable digital mode of payment (RTGS/ NEFT/IMPS etc.) of fees/penalties/remittance/other payments etc.

In order to identify and account such direct credit in the SEBI account, it has been decided that RTA shall provide the information as mentioned in the below table to SEBI once the payment is made.

Date Department of SEBI Name of the Intermediary/ Other entities Type of Intermediary SEBI Registration Number (if any) PAN Amount (in Rs.) Purpose of payment (including the period for which payment was made e.g. quarterly, annually) Bank name and Account number from which payment is remitted UTR No.

The above information should be emailed to the respective department(s)as well as to Treasury & Accounts division at tad@sebi.gov.in.

37. Reporting requirement under Foreign Accounts Tax Compliance Act (FATCA)41

37.1. India joined the Multilateral Competent Authority Agreement (MCAA) on Automatic Exchange of Financial Account Information on June 3, 2015. In terms of the MCAA, all countries which are a signatory to the MCAA, are obliged to exchange a wide range of financial information after collecting the same from financial institutions in their country/jurisdiction.

37.2. Further, on July 9, 2015, the Governments of India and United States of America (USA) have signed an agreement to improve international tax compliance and to implement the Foreign Account Tax Compliance Act (FATCA) in India. The USA has enacted FATCA in 2010 to obtain information on accounts held by U.S. taxpayers in other countries. As per the aforesaid agreement, foreign financial institutions (FFls) in India will be required to report tax information about U.S. account holders/taxpayers directly to the Indian Government which will, in turn, relay that information to the U.S. Internal Revenue Service (IRS).

37.3. For implementation of the MCAA and agreement with USA, the Government of India has made necessary legislative changes to Section 285BA of the Income-tax Act, 1961. Further, the Government of India has notified Rules 114F to 114H (herein after referred as “the Rules”) under the Income Tax Rules, 1962 and form No. 61B for furnishing of statement of reportable account as specified in the Rules. The Rule is available at https://incometaxindia.gov.in/Documents/exchange-of- information/LETTER-F-NO-500-137-2011%20 1 .pdf

37.4. Also a “Guidance Note on implementation of Reporting Requirements under Rules 114F to 114H of the Income Tax Rules” as issued by the Department of Revenue, Ministry of Finance vide F.No.500/137/2011-FTTR-III dated August 31, 2015 is available at
http://www.incometaxindia.gov.in/communications/notification/guidance_notes_on_i mplementation_31_08_2015.pdf.

37.5. RTAs are advised to take necessary steps to ensure compliance with the requirements specified in the aforesaid Rules after carrying out necessary due diligence.

38. Guidelines on Anti-Money Laundering (AML) Standards and Combating the Financing of Terrorism (CFT) /Obligations of Securities Market Intermediaries under the Prevention of Money Laundering Act, 2002 and Rules framed there under

RTAs are advised to refer to SEBI’s master circular issued on February 03, 2023 with respect to ‘Guidelines on Anti-Money Laundering (AML) Standards and Combating the Financing of Terrorism (CFT) /Obligations of Securities Market Intermediaries under the Prevention of Money Laundering Act, 2002 and Rules framed there under’ available at the following link:

https://www.sebi.gov.in/legal/master-circulars/feb-2023/guidelines-on-anti-money-laundering-aml-standards-and-combating-the-financing-of-terrorism-cft-obligations-of-securities-market-intermediaries-under-the-prevention-of-money-laundering-act-2002-a-67833.html

SECTION X – ROLE OF RTAs WITH RESPECT TO PRIMARY MARKETS

39. Obligations of RTA with respect to Rights Issue42

The detailed procedures on the Rights Issue process are given at Annexure-29 for due compliance.

40. Investment by Foreign Portfolio Investors (FPI) through primary market issuances43

40.1. Regulation 21(7) of SEBI (Foreign Portfolio Investors) Regulations, 2014 (‘FPI Regulations’) mandates that the purchase of equity shares of each company by a single foreign portfolio investor or an investor group shall be below ten percent of the total issued capital of the company.

40.2. Further, Regulation 23(3) of FPI Regulations requires that in case the same set of ultimate beneficial owner(s) invest through multiple entities, such entities shall be treated as part of same investor group and the investment limits of all such entities shall be clubbed at the investment limit as applicable to a single foreign portfolio investor.

40.3. To ensure compliance of the above, at the time of finalization of basis of allotment during primary market issuances, RTAs shall:

43.1.1. Use PAN issued by Income Tax Department of India for checking compliance for a single foreign portfolio investor; and

43.1.2. Obtain validation from Depositories for the foreign portfolio investors who have invested in the particular primary market issuance to ensure there is no breach of investment limit.

Within the timelines for issue procedure, as prescribed by SEBI from time to time.

41. Streamlining the process of IPOs with UPI in ASBA and redressal of investor grievances44

SEBI vide circular SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018 introduced the use of Unified Payment Interface as an additional payment mechanism with Application Supported by Blocked Amount (ASBA) for Retail Individual Investors along with timelines for listing within six days of closure of issue (T+6).

While the above was operational in Phase 1, in Phase II w.e.f July 01, 2019 vide SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28,2019, UPI was mandated for applications by Retail Individual Investors submitted through Intermediaries.

Subsequently, SEBI vide circular SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019 extended the timeline for implementation of Phase II. The said circular had prescribed the detailed timelines of T+6 listing, compliance, reconciliation process and reporting standards to be followed by Intermediaries.

The intermediaries in the IPO ecosystem have agreed to the standard operating procedure as well as the level of security for all messaging protocols from different nodes. This has addressed a lot of investor issues.

Gaining on the experience of the market with the current UPI system, the following issues have been identified based on the consultation with market participants which need to be addressed.

a) Delay in receipt of mandate by investors for blocking of funds due to systemic issues at Intermediaries/SCSBs.

b) Failure to unblock funds for cancelled/withdrawn/deleted cases in the Stock Exchanges platform.

c) Failure to unblock the funds in cases of partial allotment by the next working day from the finalization of basis of allotment (BOA).

d) Failure to unblock the funds in cases of non-allotment by BOA+1.

e) SCSB blocking multiple amounts for the same UPI application.

f) SCSB blocking more amount in the investors account than the application amount.

Therefore, need has been felt to put in place measures to have a uniform policy and to further streamline the reconciliation process among intermediaries/SCSBs. This circular also provides a mechanism of compensation to investors.

Responsibilities of RTA

RTA shall submit the details of cancelled/withdrawn/deleted applications to SCSB’s on daily basis within 60 minutes of bid closure time from the Issue opening date till Issue closing date (T) by obtaining the same from Stock Exchanges.

42. Issue and listing of Non-Convertible Securities (NCS), Securitised Debt Instruments (SDI), Security Receipts (SR), Municipal Debt Securities and Commercial Paper (CP)45

Vide notification no. SEBI/LAD-NRO/GN/2021/39 dated August 09, 2021, SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 were notified, pursuant to merger and repeal of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013.

Role of RTA in respect of application process in case of public issues of securities and timelines for listing

The RTA, based on information of bidding and blocking received from the stock exchange, shall undertake reconciliation of the bid data and block confirmation corresponding to the bids by all investor category applications (with and without the use of UPI) and prepare the basis of allotment.

Upon approval of the basis of allotment, the RTA shall share the ‘debit’ file with sponsor bank (through stock exchange) and SCSBs, as applicable, for credit of funds in the public issue account and unblocking of excess funds in the investor’s account.

Other responsibilities

  •  The RTA shall have an online or system driven interface with the stock exchange platform to get updated information/ data/ files pertaining to issue.
  •  The RTA shall collect aggregate applications details from the stock exchanges platform to decide the eligible applications and process the allotment as per applicable SEBI Regulations.
  •  An application without valid application amount shall be treated as invalid application by the RTA.
  •  The RTA shall credit securities to all valid allottees.
  •  The RTA shall ensure refund of application amount or excess application amount in the bank account of the applicant as stated in its demat account.
  •  Role of RTA in respect of timelines is explained in Annexure-30.

Role of RTA with respect to Electronic Book Provider platform

Process flow of settlement, where funds pay-in is to be made to escrow bank account of issuer:

  •  Successful bidders, in an issue, will make pay-in of funds towards the allocation made to them, in the escrow bank account within the timelines, as provided by the issuer in the PM/ IM. The funds pay-in by the successful bidders will be made only from the bank account(s), which have been provided/ updated in the EBP system. Further, pay-in received from any other bank account will lead to cancellation of bid and consequent debarment of the investor from accessing EBP platform for 30 days.
  • Escrow bank, pursuant to receipt of funds will provide a confirmation to the RTA, associated with the issue, about receipt of funds along with details including name of bank account holder, bank account number and the quantum of funds received.
  • RTA, will then reconcile the information received from escrow bank with the details as provided by EBP and after reconciliation RTA shall intimate to the issuer about receipt of funds. Subsequently, issuer will initiate the process of corporate action through the RTA to Depository.
  • RTA, after passing on the instructions for corporate action to the depositories, will issue instruction to the escrow bank to release money to the issuers bank account.

RTA shall:

  •  undertake reconciliation between information received from the escrow Bank and EBP. Further, after reconciliation, shall intimate the issuer about the receipt of funds and shortfall, if any, and the reasons thereof;
  •  issue instructions to the escrow bank account for the release of funds, after passing on the instructions for corporate action to the depositories; and
  •  intimate to the EBP, upon closure of the issue, the status of the issue i.e. successful or withdrawn, details of defaulting investors etc.

43. Reduction of timelines for listing of units of Real Estate Investment Trust (REIT) and Infrastructure Investment Trust (InvIT)46

As a part of the continuing endeavour to streamline the process of public issue of units of Real Estate Investment Trust (REIT) and Infrastructure Investment Trust (InvIT), it has been decided to reduce the time taken for allotment and listing after the closure of issue to six working days as against the present requirement of within twelve working days. The indicative timelines from issue closure till listing are explained in Annexure-31.

44. Responsibilities of the RTA with respect to introduction of Unified Payments Interface (UPI) mechanism for Infrastructure Investment Trusts47

44.1. The RTA shall have an online or system driven interface with the Stock Exchange platform to get updated information/ data/ files pertaining to issue.

44.2. The RTA shall collect aggregate applications details from the stock exchanges platform to decide the eligible applications and process the allotment as per applicable SEBI Regulations.

44.3. An application without valid application amount shall be treated as invalid application by the RTA.

44.4. The RTA shall credit units to all valid allottees.

44.5. The RTA shall ensure refund of application amount or excess application amount in the bank account of the applicant as stated in its demat account.

45. Role of RTA with respect to Public Issues

Under CIR/CFD/DIL/3/2010 dated April 22, 2010

45.1. In the event of mistake in capturing the application number by either the syndicate member or collecting bank leading to rejection of application, the RTA may identify based on the bid form, the entity responsible for the error.

Under CIR/CFD/POLICYCELL/11/2015 dated November 10, 201548

45.2. In addition to the Self Certified Syndicate Banks (SCSBs), Syndicate Members and Registered Brokers of Stock Exchanges, the RTAs and Depository Participants (DPs) registered with SEBI are now permitted to accept application forms (both physical as well as online) in public issues.

45.3. The RTAs and DPs shall provide their contact details, where the application forms shall be collected by them, to the recognized stock exchanges regularly which shall be disclosed by the stock exchanges.

45.4. Indicative timelines Schedule for various activities can be explained in Annexure-32.

Under SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016

45.5. Syndicate members, registered brokers of stock exchanges, depository participants (DPs) and RTAs registered with SEBI, may also forward the physical application forms received by them on day-to-day basis during the bidding period to designated branches of the respective self-certified syndicate banks (SCSBs) for blocking of funds. Such applications should be with value not more than ` 2 lakh and shall be forwarded along with the schedule specified in SEBI Circular dated November 10, 2015.

45.6. Stock exchanges may share the electronic bid file for applications with value not more than ` 2 lakh with RTA to the issue on daily basis who in turn may share the same with each SCSB. SCSBs may carry out the blocking of funds on a daily basis during the bidding period for such physical application forms received. Revised electronic bid file / final bid file shall be shared by the stock exchanges with RTA to the issue. SCSBs to ensure blocking of funds is based on final electronic bid file received from RTA to the issue.

46. Streamlining the Process of Public Issues and redressal of Investor grievances49

Following are the responsibilities of the RTA:

  •  RTA shall submit the details of cancelled/ withdrawn/ deleted applications to SCSBs on daily basis within 60 minutes of bid closure time from the Issue opening date till Issue closing date (T) by obtaining the same from Stock Exchanges. SCSBs shall unblock such applications by the closing hours of the bank day and submit the confirmation to Lead Managers and RTA on daily basis.
  • All SCSBs are required to submit to the Lead Managers and RTA a certificate ‘for completion of unblock of funds on the next working day from the finalization of basis of allotment by RTA’ by the end of closing hours of Bank Day on Basis of Allotment+ 1 day (BOA+1). Upon receipt of this certificate, RTIs shall maintain a record of it and the consolidated compliance of all SCSBs be provided to Post Issue Lead Manager on BOA+1. Post Issue Lead Manager shall provide the same to SEBI as and when it is sought.
  • The RTA shall provide the allotment/ revoke files to the Sponsor Bank by 8:00 PM on T+3, i.e., the day when the Basis of Allotment (BOA) has to be finalized.
  • With respect to delayed unblock, Sponsor Banks shall execute the online mandate revoke file for Non Allottees / Partial Allottees on BOA+1. Subsequently, any pending applications for unblock shall be submitted to RTA, not later than 5 PM on BOA+1. Subsequently, RTI shall submit the bank-wise pending UPI applications for unblock to SCSB’s along with the allotment file, not later than 06:30 PM on BOA+1.

The allotment file shall include all applications pertaining to full allotment/partial-allotment/non-allotment/cancelled/withdrawn/deleted applications etc.

47. Responsibilities of RTA with respect to open offers, buybacks and delisting offers

In case of offer under Buy Back Regulations, the company is required to announce a Record Date for the purpose of determining the entitlement and the names of the security holders who are eligible to participate in the proposed Buy-Back. Based on this information, eligible shareholders can tender shares in the Buy-Back using the Acquisition Window of the Stock Exchanges through selling brokers. However, reconciliation for acceptances shall be conducted by the Merchant banker and the Registrar to the offer after closing of the Offer and the final list shall be provided to the Stock Exchanges to facilitate settlement.50

Issuer / RTA handling respective tender offer shall provide details in respect of shareholder’s entitlement for tender offer process to CCs.51

Notes:

1 RRTI Circular No 1. (2002-2003) dated September 25, 2002

2 SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 dated May 02, 2017.

3 RRTI Circular No. 1 dated November 05, 1993 and SEBI RRTI Circular No. 1 (94-95) dated October 11, 1994

4 PMD/RRTI/NB/ 22463/2002 dated November 20, 2002

5SEBI/HO/MIRSD/DOR/CIR/P/2021/42 dated March 25, 2021 and SEBI/HO/MIRSD/ MIRSD-PoD-2/P/CIR/2022/163 dated November 28, 2022

6 SEBI/HO/MIRSD/DOR/CIR/P/2021/46 dated March 26, 2021

7 RRTI CIRCULAR NO.3 (98-99) PMID/DSV/CIR/5500/99 dated January 18, 1999 and CIR/MIRSD/7/2012 dated July 05, 2012

8 RRTI Circular No. 1(94-95) dated October 11, 1994; MIRSD/DPS-2/RTA/Cir-17/2008 dated May 06, 2008; CIR/MIRSD/5/2011 dated June 17, 2011 and CIR/MIRSD/7/2012 dated July 05, 2012

9 https://www.sebi.gov.in/sebi_data/attachdocs/RTA_HalfYrlyReporting_Format.xls

10 SEBI RRTI CIRCULAR NO. 1 ( 96-97) dated February 5, 1997

11SEBI/ HO/ MIRSD/ DOS3/CIR/P/2019/68 dated May 27, 2019

12 SEBI/HO/MIRSD/DoP/CIR/P/2018/119 dated August 10, 2018 and SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/36 dated March 10, 2023

13 SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated April 20, 2018

14 SEBI/HO/MIRSD/MIRSD RTAMB/P/CIR/2022/8 dated January 25, 2022;

15 https://www.sebi.gov.in/sebi_data/commondocs/jan-2022/Form%20ISR-4-circular_p.docx

16 SEBI Letter SEBI/HO/MIRSD/PoD-1/OW/P/2022/64923 dated December 30, 2022

17 D&CC/FITTC/CIR – 17/2002 dated December 31, 2002

18 SEBI RRTI Circular no. 1(99-2000) PMD/SU/11560/99 dated May 20, 1999; SMDRP/Policy/Cir-28/99 dated August 23, 1999 and D&CC/FITTC/CIR-15/2002 dated December 27, 2002

19 SEBI Circular CIR/MRD/DP/ 10 /2015 dated June 05, 2015

20 SEBI/HO/MRD/DOP2DSA2/CIR/P/2019/87 dated August 01, 2019

21 SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020

22 SEBI/HO/IMD/DF6/CIR/P/2020/113 dated June 30, 2020

23 SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023

24 SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/65 dated May 18, 2022

25 SEBI/HO/MIRSD/DOP/CIR/P/2020/80 dated May 12, 2020 and SEBI/HO/MIRSD/DOP/CIR/P/2020/167 dated September 08, 2020

26 SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 dated May 25, 2022 SEBI/HO/MIRSD/MIRSD RTAMB/P/CIR/2022/8 dated January 25, 2022

27 SEBI/HO/MIRSD/CIR/P/2017/0000000100 dated September 08, 2017; and SEBI/HO/MIRSD/DOP/CIR/P/2019/110 dated October 15, 2019; ; SEBI/HO/MIRSD/TPD/P/CIR/2022/96 dated May 27, 2022: ;SEBI/HO/MIRSD_RTAMB/P/CIR/2022/73 dated July 06, 2022

28 SEBI/HO/MIRSD2/DOR/CIR/P/2020/221 dated November 03, 2020

29 MIRSD/DPS III//Cir-01/07 dated January 22, 2007; CIR/MIRSD/17/2011 dated August 24, 2011; ; CIR/MIRSD/3/2014 dated August 28, 2014 and SEBI/HO/OIAE/IGRD/P/CIR/2022/0150 dated November 07, 2022

30 SEBI/HO/CFD/SSEP/CIR/P/2022/48 dated April 08, 2022 and SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/76 dated May 30, 2022

31 SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/670 dated November 26, 2021

32 MIRSD/ DPSIII/ Cir-21/ 08 dated July 07, 2008

33 MRD/DoP/Cir- 05/2007 dated April 27, 2007 and MRD/DoP/Cir-20/2008 dated June 30, 2008

34 Cir/ ISD/1/2011 dated March 23, 2011; and Circular Cir/ISD/2/2011 dated March 24, 2011

35 CIR/MIRSD/24/2011 dated December 15, 2011

36 SEBI Circular CIR/MIRSD/5/2013 dated August 27, 2013

37 SEBI/HO/ITD/ITD/CIR/P/2021/575 dated June 14, 2021 and SEBI/HO/MIRSD/MIRSD_IT/P/CIR/2021/0000000658 dated November 16, 2021

38 SEBI/HO/IMD/IMD-II DOF3/P/CIR/2021/604 dated July 26, 2021

39 SEBI/HO/DEPA-III/DEPA-III_SSU/P/CIR/2022/25 dated February 25, 2022

40 SEBI/HO/GSD/T&A/CIR/P/2017/42 dated May 16, 2017

41 SEBI Circular CIR/MIRSD/2/2015 dated August 26, 2015 and SEBI Circular CIR/MIRSD/3/2015 dated September 10, 2015

42 SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020 and SEBI/HO/CFD/SSEP/CIR/P/2022/66 dated May 19, 2022

43 IMD/FPIC/CIR/P/2018/114 dated July 13, 2018

44 Circular No. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021

45 SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021

46 SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/54 dated April 28, 2022 and
SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/55 dated April 28, 2022

47 SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/085 dated June 24, 2022

48 SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019

49 SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021; SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022

50 CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015

51 SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021

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