Registrars to an Issue and Share Transfer Agents (RTAs) is a person registered with SEBI to carry out the activities of managing and taking care of the investors data and providing a communication facility between the corporate and their investors.
SEBI has made a specific regulation i.e. SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 (RTA Regulation) to cover the compliances applicable to them.
Under the RTA Regulation, the term ‘Registrar to an issue’ and ‘Share Transfer Agent’ are defined and for an easy understanding, this can be read as:
| Registrar to Issue means | |
| the person appointed by-
|
to carry the following activities, in respect of an issue |
| § A body corporate (on its behalf)
§ Any person (on his behalf) § A group of persons (on their behalf)
|
Collect application |
| Keep proper record of application, money received or paid | |
| Assist in
Determine basis of allotment with stock exchange Finalise list of allotment Process and despatch Allotment letters, Refund order certificates etc. |
|
–
| Share Transfer Agent means | ||
| 1. | Any person, who
(on behalf of any body corporate) |
for securities issued by such body corporate |
| maintains the records of securities holder | ||
| deals with all matters of transfer and redemption | ||
| 2. | Department/Division (of a body corporate) | performing the above activities & at any time, the number of securities holder exceeds 1 lakh. |
The SEBI considers the application to grant the certificate of registration, the applicant can submit the applicant in the following categories; and after getting registration there are many condition to comply with.
| Before granting the registration/whether the applicant has | After granted the registration/ Conditions of registration |
| necessary infrastructure | abide by the regulation made for registrar to an issue/share transfer agent activities |
| any past experience or any person directly/indirectly connected with him, has not been granted registration | intimation to SEBI, if any, changes made in registration details |
| fulfills the capital adequacy requirement (category I Rs. 50 lacs, category II Rs. 25 lacs) | for any change in control, Board approval required
|
| subjected to any disciplinary proceedings under SEBI Act, 1992 | maintain capital adequacy requirement
|
| any of its director, partner or principal officer is or has at any time been convicted for any offence involving moral turpitude or has been found guilty of any economic offence. | enter into an agreement (tripartite agreement)
|
| fit and proper person -schedule II of the SEBI (Intermediaries) Regulations, 2008 | payment of registration fee
|
| redressal of investor grievances within time and informing the SEBI |
The applicants are of two categories/categories of RTAs
Category I: to carry on the activities as a registrar to an issue and share transfer agent;
Category II: to carry on the activity either as a registrar to an issue or as a share transfer agent;
Under regulations 14, the RTAs are required to maintain the books of accounts and records;
| In case registrar and share transfer agent is a body corporate | In case registrar and share transfer agent is not a body corporate |
| copy of balance sheet and profit and loss account | all sums of money received and expended and matters in respect of which the receipt and expenditure take place |
| copy of the auditor’s report | assets and liabilities |
| statement of capital adequacy requirements for each quarter | statement of capital adequacy requirements for each quarter |
| Registrars to an issue, also maintain the following records; | Share Transfer Agent ( for body corporate on whose behalf carrying the activities) |
| applications received from investors | list of securities holder |
| applications of investors rejected and reasons therefor | name of transferor, transferee and date of transfer of securities |
| basis of allotment of securities | other records, as may be specified by SEBI |
| finalised in consultation with the stock exchange | |
| terms and conditions of purchase of securities | |
| allotment of securities | |
| names of allottees and non-allottees of the securities | |
| refund orders dispatched to investors | |
| other records, specified by the SEBI for carrying on the activities as registrars to an issue |
The RTA Regulation has VI chapters divided into 30 regulations and 3 schedules, in brief these are;
CHAPTER I: PRELIMINARY
- Short title and commencement
- Definitions
CHAPTER II: REGISTRATION OF REGISTRAR TO AN ISSUE AND SHARE TRANSFER AGENT
- Application for grant of certificate of initial registration
- To furnish further information, clarification etc.
- Application to conform to the requirements
- Consideration of application
- Criteria for fit and proper person
- Capital Adequacy Requirement
- Grant of certificate of initial registration
- Grant of certificate of permanent registration
- Conditions of registration
- Procedure where registration is not granted
- Effect of refusal to grant certificate of permanent registration
- Payment of fees and the consequences of failure to pay fees
CHAPTER III: GENERAL OBLIGATIONS AND RESPONSIBILITIES
- To abide by Code of Conduct
- Registrar to an Issue not to act as such for an associate
- To maintain proper books of accounts and records, etc.
- Maintenance of records
- Appointment of a compliance officer
- Dispute Resolution
CHAPTER IV: PROCEDURE FOR INSPECTION
- Board’s right to inspect
- Procedure for inspection
- Obligations of registrar to an issue and share transfer agent on inspection by the Board
- Submission of Report to the Board
- Action on inspection or investigation report
- Appointment of Auditor
CHAPTER V: PROCEDURE FOR ACTION IN CASE OF DEFAULT
- Liability for action in case of default
CHAPTER VI POWER TO RELAX STRICT ENFORCEMENT OF THE REGULATIONS
- Exemption from enforcement of the regulations in special cases
SCHEDULE I – FORMS
FORM A: APPLICATION FOR REGISTRATION AS REGISTRARS TO ISSUE OR TRANSFER AGENTS OR BOTH
FORM B: CERTIFICATE OF REGISTRATION
SCHEDULE II: FEES
SCHEDULE III: CONDUCT OF CONDUCT
References:
- Securities and Exchange Board of India Act, 1992/www.sebi.gov.in
- SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
- AI Overview/Generative AI (experimental)
Note: Readers are advised to go through the original content of the act/regulations.
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