MASTER CIRCULAR
SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 May 07, 2024
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. SEBI’s Master Circular for RTA’s dated May 17, 2023 was a compilation of relevant
circulars issued by SEBI which were operational as on May 17, 2023. Subsequently,
various guidelines/directions were issued to the RTAs by way of circulars/advisory.
III. In view of the same, the instant Master Circular has been prepared which supersedes the
Master Circular for RTAs dated May 17, 2023 and the subsequent circulars on the subject.
With the issuance of this Master Circular, the directions/ instructions contained in the
circulars listed out in the Appendix to this Master Circular, to the extent they relate to the
RTAs, shall stand rescinded.
IV. 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
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issued under the rescinded circulars, prior to such rescission, shall be deemed to have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b. any application made to the Board under the rescinded circulars, prior to such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c. the previous operation of the rescinded circulars or anything duly done or suffered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under the rescinded circulars, any penalty, incurred in respect of any violation
committed against the rescinded circulars, or any investigation, legal proceeding or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aforesaid, shall remain unaffected as if the rescinded circulars have never been
rescinded;
V. 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.
VI. A copy of this circular is available at the web page “Master Circulars” on the website
www.sebi.gov.in.
Yours faithfully,
Aradhana Verma
General Manager
Tel. No: +91-22-26449633
aradhanad@sebi.gov.in
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TABLE OF CONTENTS
S. No. Subject Page
No.
I. REGISTRATION RELATED MATTERS
1 Procedures for granting registration 6
2 Online Registration Mechanism for RTA 6
3 General Instructions to Registrars To an Issue (RTI) / Share Transfer 7
Agents (STA)
4 Application procedure for registration/renewal as Registrar to an Issue 12
and/or Share Transfer Agent
5 Prior approval for change in control 13
6 Transfer of business to other legal entity 16
II. GENERAL OBLIGATIONS/RESPONSIBILITIES AND REPORTING REQUIREMENTS
7 Submission of Net worth Certificate 17
8 Regulatory Compliance and Periodic Reporting 17
9 Appointment of Compliance Officer 18
10 Enhanced disclosures in case of listed debt securities 19
11 Qualified RTAs and their enhanced monitoring 19
12 Strengthening the Guidelines and Raising Industry standards for 27
RTA, Issuer Companies and Banker to an Issue
III. DEMAT/REMAT RELATED MATTERS
13 Issuance of Securities in dematerialized form in case of Investor 28
Service Requests
14 Reconciliation of the Admitted, Issued and Listed Capital 31
15 Guidelines on processing requests for dematerialization 31
16 Database for Distinctive Number of Shares 32
IV. TRANSFER RELATED MATTERS
17 Tendering of physical shares in open offers, buybacks and delisting of 34
securities of listed entities
18 Collection of stamp duty on issue, transfer and sale of units of AIFs 34
V. INVESTOR’S SERVICE REQUEST
19 Common and Simplified Norms for processing investor's service 35
request by RTAs and norms for furnishing PAN, KYC details and
Nomination
20 Procedure and Standardization of formats of documents for 39
transmission of securities
21 Entities permitted to undertake e-KYC Aadhaar Authentication service 41
of UIDAI in Securities Market
22 Simplification of procedure and standardization of formats of 42
documents for issuance of duplicate securities certificates
23 Deletion of name of the financial institution in case of physical security 44
certificate earlier pledged by the investor with such financial institution
VI. INFORMATION TECHNOLOGY & CYBER SECURITY
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S. No. Subject Page
No.
24 Cyber Security and Cyber Resilience framework for Registrars to an 46
Issue / Share Transfer Agents
25 Advisory for Financial Sector Organizations regarding Software as a 46
Service (SaaS) based solutions
VII. INVESTOR GRIEVANCE REDRESSAL,SCORES
26 Investor grievance through the SEBI Complaints Redress system 47
(SCORES) Platform
27 Standard Operating Procedures for dispute resolution under the Stock 47
Exchange arbitration mechanism for disputes between a Listed
Company and/or Registrars to an Issue and Share Transfer Agents and
its Shareholder(s)/Investor(s)
28 Online processing of investor service requests and complaints by 51
RTAs
VIII. INVESTOR CHARTER
29 Publishing Investor Charter and Disclosure of Complaints by Registrar 55
and Share Transfer Agents
IX. OTHER GUIDELINES
30 Designated e-mail ID for regulatory communication with SEBI 56
31 Mandatory Requirement of Permanent Account Number 56
32 Prevention of circulation of unauthenticated news by SEBI Registered 57
Market Intermediaries through various modes of communication
33 Guidelines on Outsourcing of Activities by Intermediaries 57
34 General Guidelines for dealing with conflicts of interest 58
35 Framework for Regulatory Sandbox 60
36 RTA inter-operable Platform for enhancing investors’ experience in 60
Mutual Fund transactions / service requests
37 Approach to securities market data access and terms of usage of data 61
provided by data sources in Indian securities market
38 Digital mode of payment 62
39 Reporting requirement under Foreign Account Tax Compliance Act 62
(FATCA)
40 Guidelines on Anti-Money Laundering (AML) Standards and Combating 63
the Financing of Terrorism (CFT) /Obligations of Securities Market
Intermediaries under the Prevention of Money Laundering Act, 2002
and Rules framed there under
41 Model Tripartite Agreement between the Issuer Company, Existing 64
Share Transfer Agent and New Share Transfer Agent as per Regulation
7(4) of SEBI (LODR) Regulation, 2015
X. ROLE OF RTAs WITH RESPECT TO PRIMARY MARKET
42 Obligations of RTA with respect to Rights Issue 65
43 Investment by Foreign Portfolio Investors (FPI) through primary market 65
issuances
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S. No. Subject Page
No.
44 Streamlining the process of IPOs with UPI in ASBA and redressal of 65
investor grievances
45 Issue and listing of Non-Convertible Securities (NCS), Securitised Debt 67
Instruments (SDI), Security Receipts (SR), Municipal Debt Securities
and Commercial Paper (CP)
46 Reduction of timelines for listing of units of Real Estate Investment 68
Trust (REIT) and Infrastructure Investment Trust (InvIT)
47 Responsibilities of the Registrar with respect to introduction of Unified 69
Payments Interface (UPI) mechanism for Infrastructure Investment
Trusts
48 Role of Registrar with respect to Public Issues 69
49 Streamlining the Process of Public Issues and redressal of Investor 70
grievances
50 Responsibilities of RTA with respect to open offers, buybacks, and 71
delisting offers
XI. REPORTING REQUIREMENTS (FORMATS) 72
XII. ANNEXURES 97
XIII. Appendix - List of Circulars / Notifications 230
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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.
1 RRTI Circular No 1. (2002-2003) dated September 25, 2002
2 SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 dated May 02, 2017.
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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 Agents 3
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
3 RRTI Circular No. 1 dated November 05, 1993 and SEBI RRTI Circular No. 1 (94-95) dated October 11, 1994
Page 7 of 236
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
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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.
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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
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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
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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.
4. Application procedure for registration/renewal as RTA4
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: -
4.1. 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 PMD/RRTI/NB/ 22463/2002 dated November 20, 2002
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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
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
Page 13 of 236
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:
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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.
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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.
6 SEBI/HO/MIRSD/DOR/CIR/P/2021/46 dated March 26, 2021
Page 16 of 236
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.
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
Page 17 of 236
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.
10 SEBI RRTI CIRCULAR NO. 1 ( 96-97) dated February 5, 1997
Page 18 of 236
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
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, SEBI/HO/MIRSD/MIRSD-PoD-
1/P/CIR/2023/36 dated March 10, 2023 and SEBI/HO/IMD/IMD-TPD-1/P/CIR/2023/173 dated October 20, 2023
Page 19 of 236
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. Guidelines for Business nomin Plan and Disaster Recovery:
Based on consultation with Technical Advisory Committee (TAC) of SEBI, it has
been decided to issue guidelines for strengthening overall resiliency, the
procedures at / governance of QRTAs for handling disruption, augmentation of
systems and practices to achieve better Recovery Time Objective (“RTO”) and
Recovery Point Objective (“RPO”), and to improve overall preparedness by
conducting periodic announced / unannounced drills. Hence, QRTAs are required
to comply with the following framework for BCP and DR:
Organizational Resilience and Documentation
 QRTAs shall have in place Business Continuity Plan (BCP) and Disaster
Recovery Site (DRS) so as to ensure continuity of operations, maintain data
and transaction integrity.
 The manpower deployed at DRS/ Near Site (NS) shall have the same
expertise as available at PDC in terms of knowledge/ awareness of various
technological and procedural systems and processes relating to all
operations such that DRS/NS can function at short notice, independently.
QRTAs shall have sufficient number of trained staff at their DRS so as to
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have the capability of running live operations from DRS without involving
staff of the PDC.
 All QRTAs shall constitute an Incident and Response team (IRT) / Crisis
Management Team (CMT), which shall be chaired by the Managing Director
(MD) of the QRTA or by the Chief Technology Officer (CTO), in case of non-
availability of MD. IRT/ CMT shall be responsible for the actual declaration
of disaster, invoking the BCP and shifting of operations from PDC to DRS
whenever required. Details of roles, responsibilities and actions to be
performed by employees, IRT/ CMT and support/outsourced staff in the
event of any Disaster shall be defined and documented by the QRTA as
part of BCP-DR Policy Document.
 The Technology Committee of the QRTAs shall review the implementation
of BCP-DR policy approved by the board of the QRTA on a quarterly basis.
Configuration of DRS/NS with PDC
 Apart from DRS, all QRTAs shall also have a Near Site (NS) to ensure zero
data loss. The DRS should preferably be set up in different seismic zones
and in case due to certain reasons such as operational constraints, change
of seismic zones, etc., minimum distance of 500 kilometre shall be ensured
between PDC and DRS so that both DRS and PDC are not affected by the
same disaster.
 Hardware, system software, application environment, network and security
devices and associated application environments of DRS and PDC shall
have one to one correspondence between them.
 QRTAs should develop systems that do not require configuration changes
at the end of AMCs/other regulatory entities for switchover from the PDC to
DRS.
 In the event of disruption of any one or more of the ‘Critical Systems’ (an
indicative list for QRTAs catering to AMCs is given below), the QRTA shall,
within 30 minutes of the incident, declare that incident as ‘Disaster’ and take
measures to restore operations including from DRS within 45 minutes of the
declaration of ‘Disaster’. Accordingly, the Recovery Time Objective(RTO)-
the maximum time taken to restore operations of ‘Critical Systems’ from
DRS after declaration of Disaster- shall be 45 minutes.
 The ‘Critical Systems’ for a QRTA catering to AMCs may include Accepting
and Processing of Transactions (end to end, including purchase,
redemption, Dividend Payment etc.), Connectivity with AMCs, NAV
Calculation related processes. The above list is indicative and not
exhaustive in nature.
 QRTAs to also ensure that the Recovery Point Objective (RPO) - the
maximum tolerable period for which data might be lost due to a major
incident- shall be 15 minutes.
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 Solution architecture of PDC and NS should ensure high availability, fault
tolerance, no single point of failure, zero data loss, and data and transaction
integrity.
 Solution architecture of PDC and DRS should ensure high availability, fault
tolerance, no single point of failure and data and transaction integrity.
 Any updates made at the PDC should be reflected at DRS/ NS immediately
(before end of day) with head room flexibility without compromising any of
the performance metrics.
 Replication architecture, bandwidth and load consideration between the
DRS / NS and PDC should be within stipulated RTO and ensure high
availability, right sizing, and no single point of failure.
 Replication between PDC and NS should be synchronous to ensure zero
data loss whereas, the one between PDC and DRS and between NS and
DRS may be asynchronous.
 Adequate resources (with appropriate training and experience) should be
available at all times to handle operations at PDC, NS or DRS, as the case
may be, on a regular basis as well as during disasters.
DR drills/Testing
 QRTAs shall conduct periodic training programs to enhance the
preparedness and awareness level among its employees and outsourced
staff, vendors, etc. as per BCP policy.
 DR drills should be conducted on a quarterly basis. These drills should be
closer to real life scenario (trading days) with minimal notice to DRS staff
involved.
 Further, QRTAs should also conduct unannounced live operations from its
DRS for at least 1 day in every three months on normal working days (i.e.
not on weekends / trading holidays). Unannounced live operations from
DRS of QRTAs shall be done at a short notice of 45 minutes.
 During the drills, the staff based at PDC should not be involved in supporting
operations in any manner.
 The drill should include running all operations from DRS for at least 1 full
trading day.
 Before DR drills, the timing diagrams clearly identifying resources at both
ends (DRS as well as PDC) should be in place.
 The results and observations of these drills should be documented and
placed before the Governing Board of QRTAs. Subsequently, the same
along with the comments of the Governing Board should be forwarded to
SEBI within a month of the DR drill.
 The System Auditor while covering the BCP – DR as a part of mandated
annual System Audit should check the preparedness of the QRTA to shift
its operations from PDC to DRS unannounced and also comment on
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documented results and observations of DR drills (to be included in the
scope of System Audit).
 ‘Live’ operation sessions from DR site shall be scheduled for at least two
consecutive days in every six months. Such live trading sessions from the
DRS shall be organized on normal working days (i.e. not on weekends /
trading holidays). The QRTA shall ensure that staff members working at
DRS have the abilities and skills to run live operations session independent
of the PDC staff.
 QRTAs shall include a scenario of intraday shifting from PDC to DRS during
the mock operation sessions in order to demonstrate its preparedness to
meet RTO/RPO as stipulated above.
 QRTA should undertake and document Root Cause Analysis (RCA) of their
technical/ system related problems in order to identify the causes and to
prevent reoccurrence of similar problems.
BCP – DR Policy Document
 QRTAs shall put in place a comprehensive BCP-DR policy document
outlining the following:
 Broad scenarios that would be defined as a Disaster for an QRTA (in
addition to definition provided above).
 Standard Operating Procedure to be followed in the event of
Disaster.
 Escalation hierarchy within the QRTA to handle the Disaster.
 Clear and comprehensive Communication Protocols and procedures
for both internal and external communications from the time of
incident till resumption of operations of the QRTA.
 Documentation policy on record keeping pertaining to DR drills (to be
included in the scope of System Audit).
 Scenarios demonstrating the preparedness of QRTAs to handle
issues in Critical Systems that may arise as a result of Disaster.
 Framework to constantly monitor health and performance of Critical
Systems in normal course of business.
 The BCP-DR policy document of QRTA should be approved by Governing
Board of the QRTAs after being vetted by Technology Committee and
thereafter communicated to SEBI. The BCP-DR policy document should be
periodically reviewed at least once in six months and after every occurrence
of disaster.
 In case a QRTA desires to lease its premise at the DRS to other entities
including to its subsidiaries or entities in which it has stake, the QRTA should
ensure that such arrangements do not compromise confidentiality, integrity,
availability, targeted performance and service levels of the QRTA’s systems
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at the DRS. The right of first use of all the resources at DRS including
network resources should be with the QRTA. Further, QRTA should deploy
necessary access controls to restrict access (including physical access) of
such entities to its critical systems and networks.
 In case a QRTA desires to lease a DR premise from other entities (MII /
Other Regulated Entities / Service Providers) the QRTA should ensure that
such arrangements do not compromise confidentiality, integrity, availability,
targeted performance and service levels of the QRTA’s systems at the DRS.
QRTAs should also ensure that proper segregation and monitoring is
undertaken so as to isolate cyber events in the systems.
 The QRTAs should execute appropriate agreements with the corresponding
Service Providers entailing Service Level Agreements, segregation details
and obligations of the Service providers during normal operations and
during “Disaster”.
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
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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
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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.
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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.
13 SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated April 20, 2018
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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.
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
Page 28 of 236
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.
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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.
 Any corporate benefits in terms of securities accruing on the securities
transferred to Suspense Escrow Demat Account viz. bonus, split etc., shall
be credited to such Suspense Escrow Demat Account. Also, the security
holders shall be entitled to vote, to receive dividend and notices of
meetings, annual reports on the underlying said securities lying in
Suspense Escrow Demat Account.”
16 SEBI Letter SEBI/HO/MIRSD/PoD-1/OW/P/2022/64923 dated December 30, 2022 and SEBI Letter
SEBI/HO/MIRSD/PoD-1/OW/P/2023/50902 dated December 18, 2023
Page 30 of 236
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 dematerialization 18
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
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
Page 31 of 236
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 –
19 SEBI Circular CIR/MRD/DP/ 10 /2015 dated June 05, 2015
Page 32 of 236
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.
20 SEBI/HO/MRD/DOP2DSA2/CIR/P/2019/87 dated August 01, 2019
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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. Collection of stamp duty on issue, transfer and sale of units of AIFs:- 22
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.
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
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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, Choice of Nomination, Contact details (Postal Address with PIN and Mobile
Number), Bank A/c details and Specimen signature for their corresponding folio
numbers. The detailed requirements are as per Annexure – 8.
19.2. Folios without PAN, KYC details and Nomination.
The security holder(s) whose folio(s) do not have PAN, Choice of Nomination,
Contact Details, Bank Account Details and Specimen Signature updated, shall be
eligible:
 to lodge grievance or avail any service request from the RTA only after
furnishing PAN, KYC details and Nomination.
 for any payment including dividend, interest or redemption payment in
respect of such folios, only through electronic mode with effect from April
01, 2024. An intimation shall be sent by the Listed Company to the
securityholder that such payment is due and shall be made electronically
only upon complying with the requirements stated in para 19.1 of this Master
Circular.
23 SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023 and SEBI/HO/MIRSD/MIRSD-PoD-
1/P/CIR/2023/181 dated November 17, 2023
Page 35 of 236
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.
Page 36 of 236
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-25 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.
Page 37 of 236
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.
Page 38 of 236
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;
24 SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/65 dated May 18, 2022
Page 39 of 236
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:
Page 40 of 236
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
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
Page 41 of 236
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. Simplification of procedure and standardization of formats of documents for
issuance of duplicate securities certificates 26
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.
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
Page 42 of 236
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)
Page 43 of 236
23. Deletion of name of the financial institution in case of physical security certificate
earlier pledged by the investor with such financial institution27
23.1. SEBI has been receiving representations from the RTAs/Issuer Companies facing
difficulties in processing the investor requests to demat the securities in cases where
physical securities were earlier pledged with a financial institution.
23.2. In such cases, as was the practice in force at that time, the financial institutions
(“Lenders”) would add their name also on the security certificate pledged with them
along with the person availing the facility/loan (“Borrower”).
23.3. In this regard, to protect the interest of the investors and in order to ensure that
investors get their securities back in their own name after full repayment of facility/loan,
RTAs/Issuer Companies may delete the name of such lender subject to the following
conditions:
 This shall be applicable only for the physical securities which are held in joint
name wherein one of the holder is a financial institution including a bank/co-
operative bank which has given any kind of loan to other holder(s) of securities.
 While applying for name deletion of the lender, the investor shall ensure that
his/her PAN, KYC details and nomination are updated with the RTA/Issuer
Company as per the extant SEBI norms.
 Deletion of name shall be done only on receipt of ‘No dues certificate/
relinquishment letter/ No-Objection Certificate (NOC)’ with respect to the
physical securities. The financial institution shall specifically mention the
following with respect to the security certificate:
 company details;
 folio nos.;
 distinctive numbers;
 number of securities;
 date of availing the facility from the financial institution / bank / co-
operative bank by the borrower
 date of marking the lien;
 date of release;
 name of the Officer / Manager releasing the lien;
 correspondence address of the financial institution / bank / co-operative
bank;
 contact details etc.
27 SEBI’s Advisory Letter dated June 13, 2023 to all the RTAs
Page 44 of 236
 RTA/Issuer Company shall also, on its own, confirm the genuineness of the ‘No
dues certificate/ relinquishment letter/ No-Objection Certificate (NOC)’ with the
Compliance Officer/ Managing Director of the financial institution before
proceeding for name deletion.
 Issuer Company / RTA shall, after deletion of the name of such financial
institution, issue a Letter of Confirmation in the name of the security holder(s) to
enable the security holder(s) to dematerialize the securities.
 Timeline for processing such cases shall be out of purview of Investor Charter.
Page 45 of 236
SECTION VI – INFORMATION TECHNOLOGY & CYBER SECURITY
24. Cyber Security and Cyber Resilience framework for RTAs28
24.1. 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.
24.2. 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.
25. Advisory for Financial Sector Organizations regarding Software as a Service (SaaS)
based solutions29
25.1. 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.
25.2. 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.
25.3. 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.”
28 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
29 SEBI/HO/MIRSD2/DOR/CIR/P/2020/221 dated November 03, 2020
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SECTION VII – INVESTOR GRIEVANCE REDRESSAL, SCORES
26. Investor grievance through the SEBI Complaints Redress system (SCORES)
Platform30
26.1. 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.
26.2. 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.
26.3. A daily alert on pending complaints will be forwarded at the e-mail ID registered with
SEBI for regulatory communications.
26.4. 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.
26.5. RTAs are also advised to refer the following circular issued by SEBI on the redressal
of investor grievances through the SEBI Complaints Redress System (SCORES)
platform and linking it to Online Dispute Resolution Platform at the below link:
https://www.sebi.gov.in/legal/circulars/sep-2023/redressal-of-investor-grievances-
through-the-sebi-complaint-redressal-scores-platform-and-linking-it-to-online-
dispute-resolution-platform_77159.html
27. 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)31
27.1. 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).
30 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/CIR/P/2023
/156 dated September 20, 2023
31 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
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27.2. 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
27.3. 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.
27.4. 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
27.5. 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
27.6. The limitation period for filing an arbitration application shall be as prescribed under the
law of limitation, i.e., The Limitation Act, 1963.
27.7. 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.
27.8. 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.
27.9. 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
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securities and delay in processing/wrongful rejection of aforesaid investor service
requests may be considered for arbitration.
Appellate Arbitration
27.10. 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.
27.11. The appellate panel shall consist of three arbitrators who shall be different from
the one(s) who passed the arbitral award appealed against.
27.12. 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
27.13. 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.
27.14. 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.
27.15. 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.
27.16. 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 non-
refundable.
27.17. 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.
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Place of Arbitration
27.18. 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
27.19. 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.
27.20. 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.
27.21. 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.
27.22. The arbitrator(s) may conduct one or more hearings, with a view to complete the case
within the prescribed timelines.
Passing of Award
27.23. Arbitral Award
27.23.1. 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).
27.23.2. 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.
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27.24. Appeal against Arbitral Award
27.24.1. 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.
27.24.2. 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.
27.24.3. 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.
27.25. In case the parties wish to settle/withdraw the dispute, the arbitrator(s)/ appellate panel
may pass an award on consent terms.
27.26. 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.
27.27. 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
27.28. 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.
27.29. 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.
28. Online processing of investor service requests and complaints by RTAs32
28.1. Holders of physical security certificates are required to submit various documents to the
RTAs with respect to various service requests/ complaints including but not limited to:
a) Intimation of / updation of / change in Permanent Account Number, Nominee, Bank
details, Contact details, Signature, Name etc.;
32 SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/72 dated June 08, 2023
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b) Processing of investor requests (Duplicate security certificates, folio consolidation,
transmission, transposition etc.);
c) Services through depository participants such as dematerialization, re-
materialization etc.
28.2. It is proposed to digitize this process in two phases and provide a mechanism for the
investor to lodge service requests and complaints online and thereafter track the status
and obtain periodical updates which would, inter-alia, confer the following benefits:
a) Database for service requests and complaints;
b) Online acknowledgement and intimation to the investor;
c) Online tracking of status of service requests and complaints by investors.
Phase I of the Online Portal
28.3. All RTAs servicing listed companies shall have a functional website. Such website shall
mandatorily display the following information, in addition to all such information, which
have been mandated by SEBI from time to time:
a) Basic details of the RTA such as registration number, registered address of Head
Office and branches, if any.
b) Names and contact details such as email ids etc. of key managerial personnel
(KMPs) including compliance officer in the format provided at Annexure-24.
c) Step-by-step procedures for various service requests, Frequently Asked Questions
(FAQs), procedure for filing a complaint and finding out the status of the complaint,
etc.
28.4. All RTAs shall also set up a user-friendly online mechanism or portal for service requests/
complaints with the following minimum features:
a) The online system should provide an option for the investors to directly apply for
login credentials in the portal of the RTA after appropriate authentication/validation
mechanism including One Time Passwords (OTPs) on mobile. Upon successful
registration on the portal, the investor would be able to view his/her holdings, lodge
service requests/ complaints for the respective companies and track the status of
service requests/complaints so lodged.
b) The service request/ complaint can be submitted either through upload of duly filled
in relevant standard forms prescribed by SEBI or through fillable relevant standard
forms provided in the portal.
c) For each service request/ complaint, the online system shall display a number of
categories in order to enable the investor to choose the most relevant category for
lodging his/her service request/ complaint. The system shall also display a list of
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documents required to be provided by the investor and the instructions thereof for
each category. These documents shall be finalized by the QRTAs latest by
September 30, 2023 in accordance with various SEBI circulars issued from time to
time and shall be uniform across all the RTAs.
d) However, additional documents may be sought by the RTA on the basis of specific
facts of the matter and wherein any additional due diligence is required to be done.
e) In terms of this master circular, the documents are required to be submitted either
in-person, through post or e-signed. However, copy of the self-attested documents
which are required to be submitted to the RTA may also be submitted by way of
uploading the same on the portal.
f) Generation of unique reference number (URN): On uploading of the documents
required for processing of investor’s service requests/ complaints on the portal, a
URN shall be generated and displayed on the portal. The same shall also be sent
to the investor by way of email and SMS to the email id and mobile number
respectively registered with RTA. RTAs shall also advise the investor to indicate
the URN while sending physical documents in respect of requests/ complaints
already lodged on the portal.
g) For an investor who submits only physical documents to the RTA for processing of
his/her service requests/ complaints, RTAs shall provide an acknowledgement in
terms of this master circular which shall also quote URN.
h) By using URN along with appropriate authentication/validation, the investor can
track the status of his/her service request/ complaint on website/portal of the RTA.
i) It may be noted that wherever investor service requests require submission of
physical documents, those requests shall be considered and taken up for
processing by RTA only after receipt of physical documents.
j) Online requests will be kept pending for receipt of physical documents for 30 days.
Requests pending beyond 30 days awaiting receipt of physical documents will be
closed with communication about non-receipt. In such case, the investor will have
to raise a fresh request.
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k) At every stage of processing the service requests/ complaints, the investor shall
receive an alert about the status through SMS and / or email till the matter is
concluded. The system shall have provision for seeking clarifications by the RTAs
and submission by the investors in response to the same including option of
uploading additional documents.
28.5. The aforesaid online system along with functional website as referred to in para 28.3
above shall be implemented by QRTAs from January 01, 2024 and by all other registered
RTAs dealing with listed companies from June 01, 2024.
28.6. The aforesaid online mechanism should be scalable with robust cyber security protocols.
Further, RTAs shall ensure that the online mechanism complies with the existing
guidelines for Business Continuity Plan (BCP) and Disaster Recovery (DR) specified by
SEBI.
28.7. RTAs shall provide a certificate of compliance from a practicing Company Secretary,
within 30 days from the date of implementation of Phase I as provided in para 28.5
above, certifying the changes carried out, systems put in place/ new operating
procedures implemented etc. to comply with the provisions of this circular.
28.8. The RTAs shall send an electronic intimation to all the investors whose e-mail address
and/or mobile number is available about the availability of the aforesaid online
mechanism. Additionally, listed companies and RTAs shall also disseminate the
availability of this mechanism on their respective websites.
Phase II of the Online Portal
28.9. A common website shall be made and operated by QRTAs from July 01, 2024 through
which investors shall be redirected to individual web-based portal/website of the
concerned RTA for further resolution by putting the name of the listed company. This
website shall have the functionality of adding companies/RTAs to its search list as and
when required.
28.10. This circular is applicable to the RTAs which deal in folios of listed companies. Also,
while transferring the business from one RTA to another, the listed company shall ensure
that the new RTA is in compliance with the provisions of this circular.
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SECTION VIII- INVESTOR’S CHARTER
29. Publishing Investor Charter and Disclosure of Complaints by RTAs on their
websites33
29.1. 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.
29.2. In this regard, all the registered RTAs shall take necessary steps to bring the Investor
Charter, as provided at ‘Annexure –25’ 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.
29.3. The Registrar Association of India (RAIN) shall also disseminate the Investor Charter
on its website.
29.4. 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-26’ to this circular.
33 SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/670 dated November 26, 2021
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SECTION IX – OTHER GUIDELINES
30. Designated e-mail ID for regulatory communication with SEBI34
30.1. 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.
30.2. The Designated e-mail ID shall be communicated to SEBI at intermediary@sebi.gov.in
as per the format prescribed at Annexure-27 given below.
31. Mandatory Requirement of Permanent Account Number35
31.1. 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.
31.2. The RTAs are advised in this regard as under:
31.2.1. 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.
31.2.2. 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.
31.2.3. 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.
31.2.4. 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.
31.3. 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.
31.4. 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.
34 MIRSD/ DPSIII/ Cir-21/ 08 dated July 07, 2008
35 MRD/DoP/Cir- 05/2007 dated April 27, 2007 and MRD/DoP/Cir-20/2008 dated June 30, 2008
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32. Prevention of circulation of unauthenticated news by SEBI Registered Market
Intermediaries through various modes of communication36
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.
33. Guidelines on Outsourcing of Activities by Intermediaries37
33.1. 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.
33.2. It has been observed that often the intermediaries resort to outsourcing with a view to
reduce costs, and at times, for strategic reasons.
33.3. 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.
33.4. 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
36 Cir/ ISD/1/2011 dated March 23, 2011; and Circular Cir/ISD/2/2011 dated March 24, 2011
37 CIR/MIRSD/24/2011 dated December 15, 2011
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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-
28. These principles shall be followed by all RTAs registered with SEBI.
33.5. 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.
33.6. 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.
34. General Guidelines for dealing with conflicts of interest38
34.1. 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.
38 SEBI Circular CIR/MIRSD/5/2013 dated August 27, 2013
Page 58 of 236
34.2. 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.
34.3. 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.
34.4. 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;
34.5. 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.
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34.6. 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.
35. Framework for Regulatory Sandbox39
35.1. 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.
35.2. The updated guidelines pertaining to the functioning of the Regulatory Sandbox are
provided at Annexure 29.
36. RTA inter-operable Platform for enhancing investors’ experience in Mutual Fund
transactions / service requests40
36.1. 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.
36.2. 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.
36.3. 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.
39 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
40 SEBI/HO/IMD/IMD-II DOF3/P/CIR/2021/604 dated July 26, 2021
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36.4. 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.
36.5. AMCs, RTAs, and Depositories shall adopt the data definitions and standards as
provided / recommended by SEBI for data exchange amongst various participants.
36.6. 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.
36.7. 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”.
36.8. All the stakeholders are advised to collaborate and work together towards the
development and implementation of the proposed investor-friendly platform.
36.9. AMCs, RTAs, Depositories, AMFI and key stakeholders are advised to create
awareness about this initiative amongst the investors.
37. Approach to securities market data access and terms of usage of data provided by
data sources in Indian securities market41
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.
41 SEBI/HO/DEPA-III/DEPA-III_SSU/P/CIR/2022/25 dated February 25, 2022
Page 61 of 236
38. Digital mode of payment42
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.
Dat Departm Name of Type of SEBI PA Amou Purpos Bank UT
e ent of the Intermedi Registrati N nt (in e of name R
SEBI Intermedi ary on Rs.) payme and No.
ary/ Other Number nt Accou
entities (if any) (includi nt
ng the numbe
period r from
for which
which payme
payme nt is
nt was remitte
made d
e.g.
quarterl
y,
annuall
y)
The above information should be emailed to the respective department(s)as well as to
Treasury & Accounts division at tad@sebi.gov.in.
39. Reporting requirement under Foreign Accounts Tax Compliance Act (FATCA)43
39.1. 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.
42 SEBI/HO/GSD/T&A/CIR/P/2017/42 dated May 16, 2017
43 SEBI Circular CIR/MIRSD/2/2015 dated August 26, 2015 and SEBI Circular CIR/MIRSD/3/2015 dated
September 10, 2015
Page 62 of 236
39.2. 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).
39.3. 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
39.4. 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_im
plementation_31_08_2015.pdf.
39.5. RTAs are advised to take necessary steps to ensure compliance with the requirements
specified in the aforesaid Rules after carrying out necessary due diligence.
40. 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
Page 63 of 236
41. Model Tripartite Agreement between the Issuer Company, Existing Share Transfer
Agent and New Share Transfer Agent as per Regulation 7(4) of SEBI (LODR)
Regulation, 201544
As per regulation 9A (1)(b) of SEBI (Registrar to an Issue and Share Transfer Agent)
Regulations, 1993: “Without prejudice to its obligations under any other law for the time
being in force, RTA shall enter into a legally binding agreement with the body corporate
or the person or group of persons for or on whose behalf it is acting as a registrar to an
issue or a share transfer agent stating therein the allocation of duties and responsibilities
between itself and such body corporate or person or group of persons, as the case may
be”. Accordingly, vide circular dated October 11, 1994 (rescinded due to issuance of
Master Circular for Registrars to an Issue and Share Transfer Agents dated May 17,
2023), draft Bipartite Agreement was prescribed by SEBI.
As per regulation 7(4) of SEBI LODR Regulations, 2015, “in case of any change or
appointment of a new share transfer agent, the listed entity shall enter into a tripartite
agreement between the existing share transfer agent, the new share transfer agent and
the listed entity, in the manner as specified by the Board from time to time.”
In this respect, a model Tripartite Agreement has been prepared in consultation with
Registrar Association of India (RAIN) and some issuer companies. Format of the Tripartite
Agreement is placed at Annexure-30.
44 SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/79 dated May 25, 2023
Page 64 of 236
SECTION X – ROLE OF RTAs WITH RESPECT TO PRIMARY MARKETS
42. Obligations of RTA with respect to Rights Issue45
The detailed procedures on the Rights Issue process are given at Annexure-31 for due
compliance.
43. Investment by Foreign Portfolio Investors (FPI) through primary market issuances46
43.1. 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.
43.2. 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.
43.3. 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.
44. Streamlining the process of IPOs with UPI in ASBA and redressal of investor
grievances47
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).
45 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
46 IMD/FPIC/CIR/P/2018/114 dated July 13, 2018
47 Circular No. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021
Page 65 of 236
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.
Page 66 of 236
45. Issue and listing of Non-Convertible Securities (NCS), Securitised Debt Instruments
(SDI), Security Receipts (SR), Municipal Debt Securities and Commercial Paper
(CP)48
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-32.
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:
48 SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021
Page 67 of 236
 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.
46. Reduction of timelines for listing of units of Real Estate Investment Trust (REIT) and
Infrastructure Investment Trust (InvIT)49
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-33.
49 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
Page 68 of 236
47. Responsibilities of the RTA with respect to introduction of Unified Payments
Interface (UPI) mechanism for Infrastructure Investment Trusts50
47.1. The RTA shall have an online or system driven interface with the Stock Exchange
platform to get updated information/ data/ files pertaining to issue.
47.2. 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.
47.3. An application without valid application amount shall be treated as invalid application
by the RTA.
47.4. The RTA shall credit units to all valid allottees.
47.5. 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.
48. Role of RTA with respect to Public Issues
Under CIR/CFD/DIL/3/2010 dated April 22, 2010
48.1. 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, 201551
48.2. 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.
48.3. 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.
48.4. Indicative timelines Schedule for various activities can be explained in Annexure-34.
Under SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016
48.5. 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
50 SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/085 dated June 24, 2022
51 SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019
Page 69 of 236
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.
48.6. 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.
49. Streamlining the Process of Public Issues and redressal of Investor grievances52
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.
52 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
Page 70 of 236
50. 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.53
Issuer / RTA handling respective tender offer shall provide details in respect of
shareholder’s entitlement for tender offer process to CCs.54
53 CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015
54 SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021
Page 71 of 236
Section XI- Reporting Requirements
Reporting requirements for all the RTAs
1. Half-yearly report in terms of Regulation 14 of SEBI (Registrars to an Issue &
Share Transfer Agents) Regulations, 1993
(to be submitted to SEBI at rta@sebi.gov.in)
REPORT OF RTI / STA FOR THE HALF YEAR ENDED MARCH/SEPTEMBER,
20..
NAME:
REGISTRATION NO:
DATE OF REGISTRATION (in dd/mm/yy):
SECTION I: ACTIVITIES
RTI Activities- Issues handled
No. of issues Cumulative no. of No. of applications
handled during issues handled up received in issues handled
the half year to the half year during the half year ended
Type of issue ended … ended … …
IPO
FPO
Rights Issue
Takeover
Buyback
Delisting
Others
(please
specify)
Total
STA
activities
Page 72 of 236
Number of No. of folios held
client at the end of half
companies year
Activities other than RTI/STA
Description of the
Sr. No. Activity Type activity
Name of Compliance Officer
Email ID
SECTION II - REDRESSAL OF INVESTOR GRIEVANCES
For the half year ended March/ September, 20..
Status of Investor Grievances
No. of No of
No. of
complaints complaints
No. of complaints complaints
Name of the pending at the pending at
received during the resolved
company end of the the end of
half year during the
previous half the half
half year
year year
Details of the grievances pending for more than 30 days (where no reply has been
sent to investors within 30 days)
No. of
complaints Status of
Name of the Nature of the
pending for the
company complaint(s)*
more than 30 complaint
days
Name of Compliance Officer
Email ID
* Nature of complaint(s):
Page 73 of 236
h. Delay in receipt/ Non-receipt of
a. Delay in dematerialization of securities dividend
i. Delay in processing of other
service requests viz., change of
b. Delay in rematerialization of securities address, change of signature, etc
c. Non-receipt of physical shares for rejected demat j. Non-allotment of shares in IPO
k. Delay in receipt/ Non-receipt of
d. Delay in transfer of physical shares refund
e. Delay in transmission of shares or deletion of l. Non-receipt of CAFs in Rights
name Issue
f. Delay in transposition of shares m. Others, please specify
g. Delay in issuance of duplicate share certificates
SECTION - III: COMPLIANCE
COMPLIANCE CERTIFICATE FOR THE HALF YEAR ENDED MARCH/ SEPTEMBER,
20..
A. No conflict of interest with
other activities
The activities other than RTI/STA activities performed by the RTI / STA are not in conflict
with RTI / STA activities and appropriate systems and policies have been put in place to
protect the interests of investors.
B. Change in status or
constitution
Reporting of 'changes in status or constitution' of RTI / STA:
C. Other Information
(i) Details of arrest/ conviction of key officials of RTI/STA
(ii) Details of prosecution cases or criminal complaints filed by investors against the
RTI/STA
(iii) Details of any fraudulent activity by the employees associated with RTI/STA activities
and action taken by the RTI/STA
(iv) Details of any disciplinary action taken/ penalty imposed by SEBI/ other regulatory
authority and corrective steps taken to avoid such deficiencies in the future.
(v) Details of conviction of the RTI/ STA, or any of its director, partner, proprietor or
principal officer for any offence involving moral turpitude or being found guilty of any
economic offence.
(vi) Action taken by the RTI/STA on the above issues
D. Compliance with registration
requirements
Page 74 of 236
(i) Net worth as on March 31st is Rs ……… (Please enclose auditor's certificate as on
March 31st. This certificate is required to be submitted only once in a year)
(ii) Any major change in infrastructure since the last report/ registration/ renewal
(iii) Changes in Key personnel during the half year ended……….
Appointm Date of Qualifica Experie Functio
ent / appoint tion nce nal
Cessatio ment / areas
n cessatio of work
Name(s) of the key personnel n
Certified that the requirements specified for SEBI registration as
RTI/STA are fulfilled.
E. NISM Certification
Number of associated persons employed or engaged with the RTI/ STA for the purpose of
performing any of the activities as enumerated under clauses (a) to (g) of Notification dated
September 4, 2009 issued under Regulation 3 of the Securities and Exchange Board of
India (Certification of Associated Persons in the Securities Markets) Regulations, 2007, who
have obtained necessary NISM Certificate/ Continuing Professional Education (in terms of
NISM communiques dated April 27, 2012), along with following details.
Category of associated person No. of persons who No. of persons who
are required to have obtained
comply with NISM NISM Certificate/
Certification/ CPE CPE
Principal
Grandfathered person
Others
Action plan for those who are yet to comply with the above
requirement:
F. Issue-related work
Certified that we have given instructions for crediting of shares or refunding/ unblocking of
funds/ payment of consideration within the time line prescribed by SEBI. Further certified
that the Board has reviewed the present system to monitor compliance of the above and
the system is satisfactory.
In case of non-compliance, details are given as follows:
Range of
delay
Nature (min and
Type of of max no.
Name of issue issue activity of days)
Page 75 of 236
G. Common share registry
Details of non-compliance with the common share registry requirement in accordance with
Regulation 53A of SEBI (Depositories and Participants) Regulations, 1996 and SEBI
Circular no. D&CC/FITTC/CIR-15/2002 dated December 27, 2002, along with steps taken,
if any by the RTI/ STA.
Steps
taken by
the
Name of the issuer company RTI/STA
H. Share transfer activities
Certified that we have processed share related activities like dematerialisation,
rematerialisation, transfer, issuance of duplicate certificate, etc. within the time line
prescribed by SEBI. Further certified that the Board has reviewed the present system to
monitor compliance of the above and the system is satisfactory.
In case of non-compliance, details are given as fo llows:
Range
of
No. of delay
requests No. of requests (min
received processed during and
during the half year, max
Type of the half beyond the no. of
Name of company request year prescribed time line days)
I. Details of deficiencies and non-compliances during the half year (in addition to
those mentioned, if any, in points E, F, G and H above)
J. Details of the review of the report by the Board of Directors
Date of Review (dd/mm/yyyy)
Observation of the BoD on
i) the deficiencies and non-compliances (mentioned in points E, F, G, H and I above)
ii) corrective measures initiated to avoid such instances in future
Certified that we have complied with all applicable acts, rules, regulations, circulars,
guidelines, etc. issued from time to time except the deficiencies and non-
compliances specifically reported at clauses E, F, G, H and I above.
Name of Compliance Officer
Email ID
Page 76 of 236
2. Investor Complaints Report to SEBI on a Monthly basis on or before 7th of the
following month
(to be submitted to SEBI at rta@sebi.gov.in)
Name of the RTA:
Registration No.:
Address:
Investor Complaints Report
Month – wise data for the current financial year
SN Month Carried forward Received Resolved Pending
from previous
month
1 2 3 4 5 6
1 April, 20XX
2 May, 20XX
3 June, 20XX
4 and so on……
till the month
previous to the
reporting month
Grand Total
Trend of annual (Calendar Year) disposal of complaints (for 5 years on rolling basis)
S. Year Carried forward from Received Resolved Pending
No. previous year
1 20XX-XX
2 20XX-XX
3 20XX-XX
4 20XX-XX
5 20XX-XX
Grand Total
Page 77 of 236
3. Investor Complaints Report to be published on the Website of RTA on a monthly
basis on or before 7th of the following month
Data for the month ending
SN Received Carried Received Total Resolved* Pending at the end Average
from forward during Pending# of the month** Resolution
from the time^
previous month
(in days)
month
Pending Pending
for less for
than 3 more
months than 3
months
1 2 3 4 5 6 7 8
1 Directly
from
Investors
2 SEBI
(SCORES)
3 Stock
Exchanges
(if relevant)
4 Other
Sources (if
any)
5 Grand
Total
*Should include complaints of previous months resolved in the current month, if any.
**Should include total complaints pending as on the last day of the month, if any.
^Average resolution time is the sum total of time taken to resolve each complaint in the
current month divided by total number of complaints resolved in the current month.
Page 78 of 236
Reporting requirements only for QRTAs
4. Cyber Security and Cyber Resilience Framework Audit to be on a half yearly
basis and submitted to SEBI – HY ending 31 March due by 30 June and HY
ending 30 Sept due by 31 Dec
(to be submitted to SEBI at rta@sebi.gov.in)
Name of the RTA:
Registration No.:
Address:
S. Description Compliance Audit Remarks
No. Status
(Yes/No)
1 Cyber attacks and threats attempt to compromise
the Confidentiality, Integrity and Availability (CIA)of
the computer systems, networks and
databases(Confidentiality refers to limiting access of
systems and information to authorized users, Integrity
is theassurancethat the information is reliable and
accurate, and Availability refers to guarantee of
reliableaccess to the systemsandinformation
byauthorized users).Cyber securityframework
includesmeasures, tools and processes that are
intended to prevent cyber attacks and improve
cyber resilience. Cyber Resilience is an
organisation’s ability to prepare and respond to a
cyber attack and to continue operation during, and
recover from, a cyber attack.
Governance
2 As part of the operational risk management
framework to manage risk to systems, networks and
databases from cyber attacks and threats, QRTAs
should formulate a comprehensive cyber security
and cyber resilience policy document encompassing
the framework mentioned hereunder. The policy
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S. Description Compliance Audit Remarks
No. Status
(Yes/No)
document should be approved by the Boardof QRTAs,
and in case of deviations from the suggested
framework, reasons for such deviations should also
be provided in the policy document. The policy
document should be reviewed by the Board of
QRTAsatleast annually with the view to strengthen
and improve its cyber security and cyber resilience
framework.
3 The cybersecurity and cyber resilience policy should
include the following process to identify, assess, and
manage cyber security risk associated with
processes, information, networks and systems;
a. ‘Identify’ critical IT assets and risks associated with
such assets,
b. ‘Protect’ assets by deploying suitable controls, tools
and measures,
c.‘Detect’ incidents, anomalies and attacks through
appropriate monitoring tools/processes,
d. ‘Respond’ by taking immediate steps after
identification of the incident, anomaly or attack,
e. ‘Recover’ from incident through incident
management, disaster recovery and
businesscontinuity framework.
4 The Cyber security policy should encompass the
principles prescribed by National Critical Information
Infrastructure Protection Centre (NCIIPC) of National
Technical Research Organisation (NTRO), Government
of India,in the report titled ‘Guidelines for Protection
of National Critical Information Infrastructure’ and
subsequent revisions, if any, from time to time.
5 QRTAs should also incorporate best practices from
standards such as ISO 27001, ISO 27002, COBIT 5,
etc., or their subsequent revisions, if any, from time to
time.
6 QRTAs should designate a senior official as Chief
Information Security Officer (CISO) whose function
would be to assess, identify and reduce cyber
security risks, respond to incidents, establish
Page 80 of 236
S. Description Compliance Audit Remarks
No. Status
(Yes/No)
appropriate standards and controls, and direct the
establishment and implementation of processes and
procedures as per the cyber security and resilience
policy approved by the Board of the QRTAs.
7 The Board of the QRTAsshall constitute a Technology
Committeecomprising experts proficient in
technology. This Technology Committeeshouldon a
quarterly basis review the implementation of the
cyber security and cyber resilience policy approved
by their Board, and such review should include
review of their current IT and cyber security and
cyber resilience capabilities, set goals for a target level
of cyber resilience, and establish a plan to improve
and strengthen cyber security and cyber resilience.
The review shall be placed before the Board of the
QRTAs for appropriate action.
8 QRTAs should establish a reporting procedure to
facilitate communication of unusual activities and
events to CISO or to the senior management in a timely
manner.
9 The aforementioned committee and the senior
management of the QRTAs, including the CISO, should
periodically review instances of cyber attacks, if any,
domestically and globally, and take steps to
strengthen cyber security and cyber resilience
framework.
10 QRTAs should define responsibilities of its
employees, outsourced staff, and employees of
vendors, members or participants and other
entities, whomay have access or use systems/
networks of QRTA's, towards ensuring the goal of cyber
security.
Identify
11 QRTAs shall identify and classify critical assets based on
their sensitivity and criticality for business operations,
services and data management. The critical assets
should include business critical systems, internet
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S. Description Compliance Audit Remarks
No. Status
(Yes/No)
facing applications /systems, systems that contain
sensitive data, sensitive personal data, sensitive
financial data, Personally Identifiable Information
(PII) data, etc. All the ancillary systems used for
accessing/communicating with critical systems either
for operations or maintenance should also be
classified as critical system. The Board of the QRTAs
shall approve the list of critical systems.
To this end, QRTAs should maintain up-to-date
inventory of its hardware and systems, software and
information assets (internal and external), details of its
network resources, connections to its network and
data flows.
12 QRTAs should accordingly identify cyber risks
(threats and vulnerabilities) that it may face,
alongwith the likelihood of such threats and impact
on the business and thereby, deploy controls
commensurate to the criticality.
13 QRTAs shouldalso encourage its third-party providers,
if any, to have similar standards of Information
Security.
Protection
Access Controls
14 No person by virtue of rank or position should have
any intrinsic right to access confidential data,
applications, system resources or facilities.
15 Any access to QRTA'ssystems, applications,
networks, databases, etc., should be for a defined
purpose and for a defined period. QRTAs should
grant access to IT systems, applications, databases
and networks on a need-to-use basis and based on the
principle of least privilege. Such access should be for
the period when the access is required and should be
authorized using strong authentication mechanisms.
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S. Description Compliance Audit Remarks
No. Status
(Yes/No)
16 QRTAs should implement strong password controls
for users’ access to systems, applications, networks
and databases. Password controls should include a
change of password upon first log-on, minimum
password length and history, password complexity
as well as maximum validity period. The user
credential data should be stored using strong and
latest hashing algorithms.
17 QRTAs should ensure that records of user access
are uniquely identified and logged for audit and
review purposes. Such logs should be maintained and
stored in encrypted form for a time period not less than
two (2) years.
18 QRTAs should deploy additional controls and security
measures to supervise staff with elevated system
access entitlements (such as admin or privileged
users). Such controls and measures should inter-alia
include restricting the number of privileged users,
periodic review of privileged users’ activities, disallow
privileged users from accessing systems logs in which
their activities are being captured, strong controls
over remote access by privileged users, etc.
19 Account access lock policies after failure attempts
should be implemented for all accounts.
20 Employees and outsourced staff such as employees of
vendors or service providers, who may be given
authorised access to the QRTA'scritical systems,
networks and other computer resources, should be
subject to stringent supervision, monitoring and
access restrictions
21 Two-factor authentication at log-in should be
implemented for all users that connect using
online/internet facility.
22 QRTAs should formulate an Internet access policy to
monitor and regulate the use of internet and
internet based services such as social media sites,
cloud-based internet storage sites, etc.
Page 83 of 236
S. Description Compliance Audit Remarks
No. Status
(Yes/No)
23 Proper ‘end of life’ mechanism should be adopted to
deactivate access privileges of users who are
leavingthe organization or whoseaccess privileges have
been withdrawn.
Physical security
24 Physical access to the critical systems should be
restricted to minimum. Physical access of outsourced
staff/visitors should be properly supervised by
ensuring at the minimum that outsourced staff/visitors
are accompanied at all times by authorised employees.
25 Physical access to the critical systems should be
revoked immediately if the same is no longer
required.
26 QRTAs should ensure that the perimeter of the
critical equipments room are physically secured and
monitored by employing physical, human and
procedural controls such as the use of security
guards, CCTVs, card access systems, mantraps,
bollards, etc. where appropriate.
Network Security Management
27 QRTAs should establish baseline standards to facilitate
consistent application of security configurations to
operating systems, databases, network devices and
enterprise mobile devices within the IT environment.
The QRTAs should conduct regular enforcement
checks to ensure that the baseline standards are
applied uniformly.
28 QRTAs should install network security devices, such
as firewalls as well as intrusion detection and
prevention systems, to protect theirIT infrastructure
from security exposures originating from internal and
external sources.
29 Anti-virus software should be installed on servers and
othercomputer systems. Updation of anti-virus
definition files and automatic anti-virus scanning
should be done on a regular basis.
Page 84 of 236
S. Description Compliance Audit Remarks
No. Status
(Yes/No)
Security of Data
30 Data-in motion and Data-at-rest should be in
encrypted form by using strong encryption methods
such as Advanced Encryption Standard (AES), RSA,
SHA-2, etc.
31 QRTAs should implement measures to prevent
unauthorised access or copying or transmission of
data / information held in contractual or fiduciary
capacity. It should be ensured that confidentiality of
information is not compromised during the process
of exchanging and transferring information with
external parties.
32 The information security policy should also cover
use of devices such as mobile phone, faxes,
photocopiers, scanners, etc. that can be used for
capturing and transmission of data.
33 QRTAs should allow only authorized data storage
devices through appropriate validation processes.
Hardening of Hardware and Software
34 Only a hardened and vetted hardware / software
should be deployed by the QRTAs. During the
hardening process, QRTAs should inter-alia ensure that
default passwords are replaced with strong passwords
and all unnecessary services are removed or disabled
in equipments / software.
35 All open ports which are not in use or can
potentially be used for exploitation of data should
be blocked. Other open ports should be monitored
and appropriate measures should be taken to secure
the ports.
Application Security and Testing
36 QRTAs should ensure that regression testing is
undertaken before new or modified system is
implemented. The scope of tests should cover business
logic, security controls and system performance under
various stress-load scenarios and recovery conditions.
Page 85 of 236
S. Description Compliance Audit Remarks
No. Status
(Yes/No)
Patch Management
37 QRTAs should establish and ensure that the patch
management procedures include the identification,
categorisation and prioritisation of security patches.
An implementation timeframe for each category of
security patches should be established to implement
security patches in a timely manner.
38 QRTAs should perform rigorous testing of security
patches before deployment into the production
environment so as to ensure that the application
of patches do not impact other systems.
Disposal of systems and storage devices
39 QRTAs should frame suitable policy for disposals of the
storage media and systems. The data / information on
such devices and systems should be removed by using
methods viz. wiping / cleaning / overwrite, degauss
and physical destruction, as applicable.
Vulnerability Assessment and Penetration Testing
40 QRTAs shall carry out periodic vulnerability assessment
and penetration tests (VAPT) which inter-alia include
critical assets and infrastructure components like
Servers, Networking systems, Security devices, load
balancers, other IT systems etc. pertaining to the
activities done as a QRTAs in order to detect security
vulnerabilities in the IT environment and in-depth
evaluation of the security posture of the system
through simulations of actual attacks on its systems
and networks.
QRTAs shall conduct VAPT at least once in a financial
year. However, for the QRTAs, whose systems have
been identified as “protected system” by NCIIPC under
the Information Technology (IT) Act, 2000, VAPT shall
be conducted at least twice in a financial year. Further,
all QRTAs are required to engage only CERT-In
empaneled organizations for conducting VAPT. The
Page 86 of 236
S. Description Compliance Audit Remarks
No. Status
(Yes/No)
final report on said VAPT shall be submitted to SEBI
after approval from Technology Committeeof
respective QRTAs, within 1 month of completion of
VAPT activity.
41 Any gaps/vulnerabilities detected shall be remedied
on immediate basis and compliance of closure of
findings identified during VAPT shall be submitted to
SEBI within 3 months post the submission of final VAPT
report.
42 In addition, QRTAs shall perform vulnerability
scanning and conduct penetration testing prior to
the commissioning of a new system which is a
critical system or part of an existing critical system.
Monitoring and Detection
43 QRTAs should establish appropriate security
monitoring systems and processes to facilitate
continuous monitoring of security events and timely
detection of unauthorised or malicious activities,
unauthorised changes, unauthorised access and
unauthorized copying or transmission of
data/information held in contractual or fiduciary
capacity, by internal and external parties. The
security logs of systems, applications and network
devices should also be monitored for anomalies.
44 Further, to ensure high resilience, high availability
and timely detection of attacks on systems and
networks, QRTAs should implement suitable
mechanism to monitor capacity utilization of its critical
systems and networks.
45 Suitable alerts should be generated in the event of
detection of unauthorized or abnormal system
activities, transmission errors or unusual online
transactions.
Response and Recovery
46 Alerts generated from monitoring and detection
systems should be suitably investigated, including
Page 87 of 236
S. Description Compliance Audit Remarks
No. Status
(Yes/No)
impact and forensic analysis of such alerts, in order to
determine activities that are to be performed to
prevent expansion of such incident of cyber attack
or breach, mitigate its effect and eradicate the
incident.
47 The response and recovery plan of the QRTAs should
aim at timely restoration of systems affected by
incidents of cyber attacks or breaches. QRTAs should
have the same Recovery TimeObjective(RTO) and
Recovery Point Objective (RPO) as specified by SEBI
for Market Infrastructure Institutions videSEBI
circular CIR/MRD/DMS/17/20 dated June 22, 2012as
amended from time to time.
48 The response plan should define responsibilities and
actions to be performed by its employees and
support/outsourced staff in the event of cyber attacks
or breach of cyber security mechanism.
49 Any incident of loss or destruction of data or systems
should be thoroughly analyzed and lessons learned
from such incidents should be incorporated to
strengthen thesecurity mechanism and improve
recovery planning and processes.
50 QRTAs should also conduct suitable periodic drills to
test the adequacy and effectiveness of response and
recovery plan.
Sharing of Information
51 Quarterlyreportscontaining information on cyber
attacks and threats experienced by QRTAsand
measures taken to mitigate vulnerabilities, threats
and attacks including information on
bugs/vulnerabilities/threats that may be useful for
other QRTAs should be submitted to SEBI in soft copy
to rta@sebi.gov.in
52 Such details as are felt useful for sharing with other
QRTAsin masked and anonymous manner shall be
shared using mechanism to be specified by SEBI from
time to time.
Page 88 of 236
S. Description Compliance Audit Remarks
No. Status
(Yes/No)
Training
53 QRTAs should conduct periodictraining programs to
enhance awareness level among the employees and
outsourced staff, vendors, etc. on IT/Cyber security
policy and standards. Special focus should be given to
build awareness levels and skills of staff from non-
technical disciplines.
54 The training program should be reviewed and updated
to ensure that the contents of the program remain
current and relevant.
Periodic Audit
55 QRTAs shall arrangetohave its systems audited on an
annual basis by an independent CISA/CISM qualified or
equivalent auditorto check compliance with the above
areasand shall submit the report to SEBIalong with
the comments of the Board of QRTAswithin three
months of the end of the financial year.
5. VAPT to be conducted at least once in a financial year. Report to be submitted
to SEBI within one month of completion of VAPT activity
(to be submitted to SEBI at rta@sebi.gov.in)
6. Cyber Security and Cyber Security Resilience Framework Incident Reporting to
SEBI on a quarterly basis within 15 days of the end of the quarter
(to be submitted to SEBI at rta@sebi.gov.in)
Incident Reporting Form
1. Letter / Report Subject -
Page 89 of 236
Name of the RTA -
SEBI Registration no. -
Type of RTA -
2. Reporting Periodicity
Year-
 Quarter 1 (Apr-Jun)  Quarter 3 (Oct-Dec)
 Quarter 2 (Jul-Sep)  Quarter 4 (Jan-Mar)
3. Designated Officer (Reporting Officer details) -
Name: Organization: Title:
Phone / Fax No: Mobile: Email:
Address:
Cyber-attack / breach observed in Quarter:
( If yes, please fill Annexure I)
( If no, please submit the NIL report)
Date & Time Brief information on the Cyber-attack / breached observed
Page 90 of 236
Annexure I
1. Physical location of affected computer / network and name of ISP -
2. Date and time incident occurred -
Date: Time:
3. Information of affected system -
IP Address: Computer Operating System Last Hardware
Patched/ Vendor/
/ Host (incl. Ver. / release
Model:
No.): Updated:
Name:
4. Type of incident -
 Phishing  Spam  Website
 Network  Bot/Botnet Intrusion
scanning  Email Spoofing
 Social
/Probing  Denial of
Engineering
Breakin/Root Service(DoS)
 Technical
Compromise  Distributed Denial of
Vulnerability
Service(DDoS)
 Virus/Malicious
 User Account
 IP Spoofing
Code
Compromise
 Ransomware
 Website
 Other
Defacement
 System Misuse
5. Description of incident -
Page 91 of 236
6. Unusual behavior/symptoms (Tick the symptoms) -
 System crashes  Anomalies
 New user accounts/ Accounting  Suspicious probes
discrepancies  Suspicious browsing New
 Failed or successful social files
engineering attempts
 Changes in file lengths or
 Unexplained, poor system
dates
performance
 Attempts to write to system
 Unaccounted for changes in
 Data modification or deletion
the DNS
 Denial of service
tables, router rules, or firewall
 Door knob rattling
rules
 Unusual time of usage
 Unexplained elevation or use of  Unusual usage patterns
privileges Operation of a  Unusual log file entries
program or sniffer device to  Presence of new setuid or
capture network traffic; setgid files Changes in system
 An indicated last time of usage directories and files
of a user account that does not  Presence of cracking utilities
correspond to the actual last  Activity during non-working
time of usage for that user hours or holidays
 A system alarm or similar  Other (Please specify)
indication from an intrusion
detection tool
 Altered home pages, which are
usually
the intentional target for visibility, or other
pages on the Web server
7. Details of unusual behavior/symptoms -
8. Has this problem been experienced earlier? If yes, details -
Page 92 of 236
9. Agencies notified -
Law Enforcement Private Agency Affected Product Other
Vendor
10. IP Address of apparent or suspected source -
Source IP address: Other information available:
11. How many host(s) are affected -
1 to 10 10 to 100 More than 100
12. Details of actions taken for mitigation and any preventive measure applied -
Page 93 of 236
7. Enhanced Reporting to SEBI on a quarterly basis within 60 days of the end of
the quarter
(to be submitted to SEBI at rta@sebi.gov.in)
A. Name of QRTA:
B. Registration No:
C. Date of Report Submission (in dd/mm/yy):
D. Enhanced Reporting Requirement for QRTAs for Quarter Ended on .........
Sr. Enhanced Reporting Norms Description Remarks
No.
1 Risk Management Policy
a) Whether Risk Management policy is adopted and implemented
b) Whether responsibilities and accountabilities have been charted
out
2 Business Continuity Plan Audit/Testing
a) Does the QRTA have Business Continuity Plan (BCP)?
b) Name of the Primary and the BCP locations
c) When was the BCP tested through mock drill?
d) Whether the QRTA is complying with the requirement of
testing I mock drill every 12 months?
e) Has corrective action been initiated on learning arising out of
BCP
testing?
3 Manner of keeping records
a) Whether records are lost, destroyed or tampered with;
b) In the event of loss or destruction, whether sufficient back-
up of records is available at all times at a different place.
4 Wind-down Plan
a) Does the QRTA have in place a Wind-down Plan (WOP) ?
5 Data Access and Data Protection Policy
a) Whether protocols, processes and controls in place for entities who
wish to connect with QRTA data base electronically
b) Whether QRTA has entered into confidentiality contracts, legal
contracts, written agreements, security protocols, etc., while
facilitating electronic access to other entities to its data?
Page 94 of 236
6 Ensuring Integrity of Operations
a) Whether minimum standards, protocol and procedures are in place
for smooth running of operations, to protect the investor data and
maintain information security
b) Whether detailed operations manual explaining all aspects of its
functioning has been prepared
c) Whether mechanism is in place to have periodic replication of
data
with the concerned Mutual Funds I Issuer Companies I lnviTI
REIT?
d) Does QRTA have its database, servers, data storage media, at all
times, related to Indian investors I clients, present in India
7 Scalable Infrastructure
a) Peak transaction volume handled by the QRTA on any
business day b) Peak new folios created by QRTA on any
business day
c) Was the adequacy of the capacity to handle twice the
above volume reviewed and maintained by the QRTA. If no,
what corrective actions taken
8 Board Committees of QRTA
a) Audit Committee
b) Nomination and Remuneration Committee
c) IT Strategy Committee
d) Whether any incidents having an impact on investor
protection including data security breaches reported to the
BoD of QRTA
9 Investor Services
a) Number of Customer Services Centers operated by QRTA
servicing Mutual Funds investors, Corporate and other
investors, if any.
b) Whether the QRTA has online capabilities to resolve
investor queries and complaints
c) If the QRTA is handling corporate registry, does it have
facility for
providing services for managing shareholder meetings
including poll process and web streaming of AGMs of listed
companies
d) Whether QRTA can provide other facilities such as
questions by investors during AGMs through online access
10 aInss aunradn wceh eang areinqsut irReids kbsy SEBI.
ea)) WWhheetthheerr saedrevqicuea tset ainnsduarradnsc peu abgliasihnesdt oomn iwsseibosniste a nd
fc)o mmisDsiaotnes o, ff rianuvdesst obyr seamtipsflaoycteioen/s sius rivne pyl accaerr ied out
g) Whether investor satisfaction survey outcomes published
on website.
E. Details of the review of the report by the Board of Directors
Page 95 of 236
Date of Review (dd/mm/yyyy)
F. Observations of the BoD on
i) The deficiencies and non-compliances:
ii) Corrective measures initiated to avoid such instances in future:
Page 96 of 236
Section XII- Annexures
ANNEXURE- 1
DRAFT OF AGREEMENT BETWEEN THE REGISTRAR TO AN ISSUE AND THE ISSUER COMPANY
THIS AGREEMENT MADE AT ______ON _______BETWEEN (Name of RTI), a company within
the meaning of the Companies Act, 2013 and having its Registered Office at __________I
a partnership firm carrying on business in the firm and style of -::-c--:-:-:,-------,,-------,--------1-----:--
--:---,-- a sole proprietorship concern of which Shri! Smt is the sole proprietor and having its
office at (delete whichever is not applicable) (hereinafter referred to as
"Registrar") and _ a company within the meaning of the Companies Act, 2013 and having its
registered office at (hereinafter referred to as the "company").
WHEREAS
(1) The company is proposing to issue ........ (particulars of the Issue like type and No. of securities,
value, date of opening of issue, etc., to the public hereinafter referred to as "the said Issue").
(2) The Registrar is a SEBI registered Registrar to an Issue having Registration No....... and the
company has approached the Registrar to act as Registrar to the said Issue (the activities pertaining
to the Registrar to an Issue are hereinafter referred to as "the assignment"), and the Registrar has
accepted the assignment.
(3) In terms of regulation 9A(1)(b) of the SEBI (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993, the Registrar is required to enter into a valid agreement with the Issuer company
inter alia to define the allocation of duties and responsibilities between the Registrar and the Issuer
and in pursuance of the same the Registrar and the Issuer have entered into an Agreement being
these presents.
NOW, THEREFORE, the company and the Registrar do hereby agree as follows :
(1) The Company hereby appoints the Registrar as Registrars to the said issue and the Registrar
accepts such appointment.
(2) The Registrar hereby undertakes to perform and fulfill such functions, duties and obligations and
to provide such services as are mentioned herein.
(3) The Registrar declares and undertakes that :
(a) It has obtained certificate of registration from SEBI and that the certificate is valid from …
(Date) to … (date). It shall also ensure that the
Certificate of registration shall remain in force by taking prompt steps for renewal.
Page 97 of 236
(b) It has not violated any of the conditions subject to which registration has been granted and
that no disciplinary or other proceedings have been commenced by SEBI and that it is not
debarred / suspended from carrying on its activities.
(c) It shall perform its duties with highest standards of integrity and fairness and shall act in an
ethical manner in all its dealings with the Issuer, investors, etc., and it will not take up any
activities which is likely to be in conflict with its own interest, interests of the Issuer and
investors or contrary to the directions issued by SEBI.
(d) It shall carry out its duties / responsibilities and complete all the formalities within the
specified time limits as per the relevant Statutes, SEBI Guidelines and Stock Exchange
Regulations.
(4) The Company hereby confirms that it has satisfied itself about the capability of the
Registrar to handle the assignment.
(5) The Company hereby declares that it has complied with or agrees to comply with all statutory
formalities under the Companies Act, Guidelines for disclosure and investor protection issued by
SEBI and other relevant statutes to enable it to make the said issue. The company also agrees
that it will co-ordinate with the Registrar and that it will not give any instructions which are in violation
of any of the Statutes/ Guidelines of SEBI.
(6) The Company and the Registrar agree to their respective functions, duties and obligations
pertaining to the assignment in respect of each activity as specified in Schedule – I hereunder
written. (The activities listed in Schedule I are indicative and not exhaustive). The Company and
the Registrar may include further activities agreed upon but all the activities pertaining to the
assignment shall be listed and agreed upon. However, the following activities shall form part of the
Registrar’s functions and responsibility during the currency of the agreement:
(a) Despatch of letters of allotment/share certificates/refund orders/cancelled stock invests.
(b) Issue of duplicate refund order (after obtaining suitable Indemnity Bond).
(c) Revalidation of refund orders.
(7) The Company agrees that the Registrar will not hand over any application or other documents /
records pertaining to the Issue to the company or to any other person until the completion of
despatch of allotment letters, refund orders, share / debenture certificates, etc. The company
agrees that it will have access to the applications / documents pertaining to the Issue at the office
of the Registrar only.
The Registrar will handle the issue work from its office / s at …, which has been declared to SEBI
and approved by it for carrying on its activities. The address of its above said office shall be printed
in all relevant stationery pertaining to the said issue.
(9) The issue stationery including certificates, letters of allotment, allotment advice, refund orders
shall be kept ready and handed over to the Registrar by the company within 15 days from the date
Page 98 of 236
of closure of Issue and the company shall be responsible for any delay on this account. The
company will arrange to obtain prior approval for issue stationery from the stock exchange and
refund bankers.
(10) The company shall make available in advance to the Registrar requisite funds for postage,
mailing charges for dispatching of allotment letters / allotment advice, share certificates and stock
instruments, etc.
(11) The Registrar will extend all help to the public representative deputed by SEBI.
The Employees Quota shall be allotted to the persons given in the list by the company duly signed
by the Managing Director / Company Secretary certifying that they are bona fide employees of the
company. In the case of oversubscription
allotment will be done in the presence of a SEBI representative and the Registrar
will extend all facilities to complete allotment process smoothly and speedily. The company shall
also extend necessary help to the Registrar in such matter.
(12) The company agrees to hand over to the Registrar impression of the common seal at the time
of clearing the art works of pre-printed share certificates.
(13) The company agrees that formats of all reports, statements, share or debenture certificates
and other documents shall be in conformity with the standard designs approved by the stock
exchange.
(14) The registrar and the company agree that the fees and charges payable to the Registrar for
handling the assignment shall be as specified in Schedule II hereunder written.
(PLEASE INSERT FURTHER CLAUSES REGARDING PAYMENT TERMS).
(15) The company agrees to take special contingency insurance policy to cover risk rising out of
fraud, forgery, errors of commission / omissions, etc.
(16) Should there be major change in the date of opening of Issue from that indicated above or in
the event of complete collapse or dislocation of business in the financial market of the country
due to war, insurrection or any other serious sustained, political or industrial disturbance or in any
event caused by force majeure, the Registrar shall have option to withdraw from the issue before
the date of opening of the issue and / or renegotiating the contract with the company. However, RTI
shall continue to be responsible for the work till termination of the contract.
(17) The Registrar shall redress complaints of the investors within one month of receipt of the
complaint during the currency of the agreement and continue to do so during the period it is required
to maintain records under the SEBI (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 and the company shall extend necessary co-operation to the Registrar for its
complying with the said Regulations.
Page 99 of 236
(18) The Registrar(s) responsibility under the agreement will be restricted to the duties of the
Registrar as agreed to herein and the Registrar will not be in any way construed to be an agent of
the company in its any other business in any manner whatsoever.
(19) It is the company which is primarily responsible for Registrars’ work and Registrar shall act
with the due diligence, care and skill while discharging the work assigned to it by the company.
However, the Registrar shall indemnify the company and its successors from and against all suits,
claims, actions and demand which may be made or commenced against the company by any
holder of the securities issued or other third party as a consequence of any failure or deficiency on
the part of the Registrar in performing or fulfilling, providing any of its functions, duties, obligations
and services hereunder, however, the Registrar shall not be liable for any indirect or consequential
loss caused to the company due to error or omission committed by them in good faith.
(20) The company will bear expenses for legal advice / action which have to be taken for no lapse
on the part of the Registrar but for any eventuality which may arise in connection with the issue
work.
(21) Any notice, communication or documents may be given by personal delivery, registered post,
telex or by fax. The notice, communication or document shall be deemed to have been served upon
the party to whom it is given if given by personal delivery when so delivered, if given by post on
expiration of three days after the notice, etc., shall have been delivered to the post office for onward
despatch, and if given by fax or telex upon transmission thereof. Provided that any notice, etc.,
given by telex or fax shall be confirmed in writing.
(PLEASE INSERT CLAUSES REGARDING OTHER TERMS
MUTUALLY AGREED UPON)
(22) The Registrar and the company agree that non-compliance of any of the covenants contained
therein by either party shall be reported to SEBI within 7 days by the other party.
(23) Please insert clauses relating to arbitration in case of any disputes.
(24) This agreement shall be valid until the expiry of one year from the date of closing of the said
issue.
In witness whereof of the parties hereunto have set their hands on the day and year hereinabove
written.
Signature of Company Signature of Registrar
SCHEDULE I
Any other activity may also be included) COMPANY / REGISTRAR
. PRE-ISSUE WORK
Page 100 of 236
1. Finalisation of bankers to issue, list of branches, controlling and collecting branches.
2. Design of application form, bank schedule, pre-printed stationery.
3. Preparing and issuing detailed instructions on procedure to be followed by collecting and
controlling branches.
4. Arranging, despatch of application schedule for listing of applications to collecting and controlling
branches.
5. Placing of orders for and procuring pre-printed stationery.
II. ISSUE WORK
1. Collection of daily figure from bankers to the issue.
2. Expediting despatch of applications, final certificate to the controlling branches.
3. Collection of application along with final certificate and schedule pages from controlling branches
of bankers to the issue.
4. Informing Stock Exchange / SEBI and providing necessary certificates to Lead
Manager on closure of issue.
5. Preparing underwriter statement in the event of under subscription and seeking extension from
stock exchange for processing.
6. Scrutiny of application received from bankers to issue.
7. Numbering of applications and banks schedule and batching them for control purposes.
8. Transcribing information from documents to magnetic media for computer processing.
9. Reconciliation of number of applications, securities applied and money received with final
certificate received from bank.
10. Identify and reject technical faults and multiple application with reference to ……
11. Preparation of inverse number.
12. Prepare statement for deciding basis of allotment by the company in consultation with the stock
exchange.
13. Finalising basis of allotment after approval of the Stock Exchange.
14. Seeking extension of time from SEBI / Ministry of Finance (Stock Exchange Divn.)
if allotment cannot be made within stipulated time.
15. Allotment of shares on the formula devised by Stock Exchange.
16. Obtaining certificate from auditors that the allotment has been made as per the basis of
allotment.
17. Preparation of reverse list, list of allottees and non-allottees as per the basis of allotment
approved by the stock exchange.
18. Preparation of allotment register-cum-return statement, register of members, index register.
19. Preparation of lists of brokers to whom brokerage is to be paid.
20. Printing covering letters for despatching share certificates, for refunding application money /
stock invest, printing of allotment letter – cum – refund order.
21. Printing postal journal for despatching share certificate or allotment letters and refund orders by
registered post.
22. Printing distribution schedule for submission to Stock Exchange.
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23. Preparing share certificate on the computer.
24. Preparing register of member and specimen signature cards.
25. Arranging share certificate in batches for signing by authorized signatories.
26. Trimming share certificate and affixing common seal of the company.
27. Attaching share certificate to covering letter.
28. Mailing of documents by registered post.
29. Binding of application forms, application schedule and computer outputs.
30. Payment of consolidated stamp duty on allotment letters / share or debenture certificates or
procuring and affixing stamp of appropriate value.
31. Issuing call notices for allotment money to allottees.
32. Issue of duplicate refund order.
33. Revalidation of refund orders
ANNEXURE- 2
DRAFT OF AGREEMENT BETWEEN THE SHARE TRANSFER AGENT AND THE COMPANY
THIS MEMORANDUM OF UNDERSTANDING MADE ON ______AT______BETWEEN
________(name of STA), a Company within the meaning of Companies Act, 2013 and having
its Registered Office at___ ./ a partnership firm carrying on business in the firm name and
style of at_____ /________a sole proprietorship concern of which Shri I Smt
is the sole proprietor and having its office at _______(delete whichever is not applicable)
(hereinafter referred to as "Transfer Agent" ) and a company within the meaning
of Companies Act, 2013 and having its registered office at ______(hereinafter referred to as the
company).
WHEREAS
(1) The company has_______No. of shareholders /folios and has to render services relating to
transfer, transmission, etc., in accordance with its Article of Association.
(2) The Transfer Agent is a SEBI registered Share Transfer Agent having registration
No.____and the company has approached the Transfer Agent to act as Share Transfer Agent and
the Transfer Agent has accepted the assignment
(3) In terms of regulation 9A(1)(b) of the SEBI (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993, the Transfer Agent is required to enter into a valid agreement with the body
corporate on whose behalf the Transfer Agent has to act as Share Transfer Agent and in
pursuance of the same the Transfer Agent and the company have entered into an agreement
being these presents.
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NOW, THEREFORE, THE COMPANY AND THE TRANSFER AGENT DO HEREBY AGREE AS
FOLLOWS:
1. The company hereby appoints the Transfer Agent as Share Transfer Agent and the Transfer
Agent accepts such appointment.
2. The Transfer Agent thereby undertakes to perform and fulfill such functions, duties and
obligations and to provide such services as are mentioned herein.
3. The Company will ensure that all records /reports/ documents are handed over to Transfer
Agency after its appointment. The responsibility of the Transfer Agency will commence on
receipt of records/reports/documents.
4. The company will inform shareholders/ debenture holders/ investors by way of Press notice/
Letters/ other media about the appointment and change in STA, if any, one month before
handing over the assignment / change in appointment of Transfer Agency.
5. The Transfer Agent declares and undertakes that:
a. It has obtained certificate of registration from SEBI and that the certificate is valid
from…..(date) to…..(date). It shall also ensure that the certificate of registration shall remain in
force by taking prompt steps for its renewal.
b. It has not violated any of the conditions subject to which registration has been granted and that
no disciplinary or other proceedings have been commenced by SEBI and that it is not debarred /
suspended from carrying on its activities.
c. It shall perform its duties with highest standards of integrity and fairness and shall act in an
ethical manner in all its dealings with clients, investors, etc., and that it will not take up any
activities which is likely to be in conflict with its own interest, interest of the company and investors
and/or contrary to the directions issued by SEBI.
d. It shall carry out its duties/responsibilities and complete all the formalities within the specified
time limits as per the relevant Statutes, SEBI Guidelines and Stock Exchange Regulations.
e. In case of change in status/constitution that it will obtain permission from SEBI.
6. The company before hereby confirms that it has satisfied itself about the capability including the
infrastructure especially the computer hardware and requisite software, i.e., share accounting
packages of the Transfer Agent to handle the assignment.
7. The company hereby declares that it has complied with or agrees to comply with all statutory
formalities under the Companies Act, Guidelines for Disclosure and Investor Protection issued by
SEBI, listing agreement of Stock Exchanges and other relevant statues pertaining to Share Transfer
activities.
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8. The company and the Transfer Agent agree to their functions, duties and obligations in respect
of each activity relevant to the Share Transfer as specified in the Schedule I hereto. However, the
following activities shall form part of the Transfer agent’s functions and responsibility during the
currency of this agreement.
i. Receipt of request for transfer, transmission, endorsement as fully paid-up, allotment/ call
money, split, consolidation, change of address, issue of duplicate certificates in lieu of misplaced/
lost certificates.
ii. Processing of requests for transfer, endorsement as fully paid- up, receipt of allotment / call
money and other correspondence received in connection with transfer activities.
iii. After verification of transfer deeds, preparation of transfer proposals for approval of the
transfer committee of the company, endorsement on the certificates.
iv. Despatch of transferred certificates to the transferees within the mandatory period as laid down
in the Companies Act/ Listing Agreement.
9. The Transfer Agent will handle the transfer work from its office / s at……… which has been
declared to SEBI and approved by it for carrying on its activities. The address of its office shall be
printed in all relevant stationery pertaining to the said transfers, etc.
10. All the input materials that are to be supplied by the company / agreed to be supplied by the
company will be delivered by the company at its cost at the office of the Transfer Agent stated
above in clause 7 and all finished tabulations, statement, unused stationery bearing the name and
the letterhead of the company and all original documents supplied by the company to the Transfer
Agents are to be delivered by the Transfer Agent at company’s cost to such address as may be
specified.
11. The Transfer Agent’s responsibility under this arrangement will be restricted to the duties of the
Transfer Agent as agreed to herein and the Transfer Agent will not be in any way construed to
be an agent of the company in its other business in any manner whatsoever.
12. The Transfer Agent shall not during the term of this agreement or thereafter, either directly, or
indirectly, for any reason whatsoever, divulge, disclose or make public any information
whatsoever which may come to their knowledge during or as a result of their appointment as
Transfer Agent of the company and whether concerning the business, property, contracts,
methods, transactions, dealings, affairs or members of the company or otherwise, save in
accordance with the performance of their duties hereunder or as required by law.
13. Transfer Agent shall use its best efforts to perform the duties assigned to it in terms of this
agreement with the utmost care and efficiency. Transfer Agent shall ensure that adequate
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control are established to ensure the accuracy of the reports furnished by it. Transfer Agent
shall, however, not be responsible or liable for any direct or consequential omission /
commission committed by the Transfer Agent in good faith or in absence of its negligence or
breach of the terms of this agreement or due to reasons beyond the Transfer Agent’s
reasonable control.
14. Company is primarily responsible for the work of share transfer work assigned to STA.
The STA should execute the work efficiently and with due diligence and care, however, the
Transfer Agent shall indemnify the company and its successors from and against all suits,
claims, actions and demand which may be made or commence against the company by any
holder of the securities issued or other third party as a consequence of any failure or deficiency
on the part of the Transfer Agent in performing or fulfilling, providing any of the functions, duties,
obligations and services consequential loss caused to the company due to error or omission
committed by it in good faith and unless such damages are caused by the negligence, willful
misconduct, failure to act or recklessness of the Transfer Agent.
15. Any notice, communication or documents may be given by personal delivery, registered
post, telex or by fax. The notice, communication or document shall be deemed to have been
served upon the party to whom it is given if given by personal delivery when so delivered, if
given by post on expiration of three days after the notice, etc. shall have been delivered to the
post office for onward despatch, if given by fax or telex upon transmission thereof.
Provided that any notice, etc., given by telex or fax, shall be confirmed in writing.
16. The Transfer Agent and the company agree that in case of non-compliance of any of the
covenants contained in these presents a report thereof shall be made to SEBI within 7 days.
17. The Transfer Agent shall redress complaints of the investors within one month of receipt of the
complaint during the currency of the agreement. This, however, shall not exempt the Transfer
Agent from redressing the complaint of the investors within one month during the period it is
required to maintain the records under the SEBI (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 and the company shall do all such things and extend necessary co-
operation for the Transfer Agent complying with this Regulation.
18. The company agrees that formats of all reports, statements, share or debenture certificates
and other documents shall be in conformity with the standard designs approved by the Stock
Exchange.
19. The company and the Transfer Agent agree that the fees and charges payable to the Transfer
Agent shall be as specified in schedule II hereunder written.
(PLEASE INSERT CLAUSES REGARDING PAYMENT TERMS)
20. The company shall take special contingency insurance policy to cover risk out of fraud, forgery,
Page 105 of 236
errors of commission/ omission, etc.
21. Should there be major change in scope of work from that indicated above or in the event of
complete collapse or dislocation of business in the financial market of our country due to war,
insurrection or any other serious sustained political or industrial disturbance or in the event of
force majeure, the Transfer Agent shall have option to withdraw its appointment or renegotiate
the contract. However, the Transfer Agent shall be liable for the activities done till termination of
the contract.
22. The company will provide all required stationery items, envelopes and postage expenses
well in advance to enable Transfer Agent to process all transfers, transposition, transmission
and other share transfer related activities. The company shall ensure that after the approval of
transfer requests by transfer committee, the funds for despatch will be made available to
Transfer Agents to complete despatch of transferred certificates within the stipulated time
as prescribed in Companies Act/ Listing Agreement.
23. If the transactions covered under this agreement are liable to any sales tax or other levy the
company shall reimburse to the Transfer Agent their liability for payment of such tax / levy
including interest and other sum if any payable in respect thereof.
24. The company will bear expenses for legal advice/ action which may have to be taken for no
lapse on the part of the Transfer Agent but for any eventuality which may arise in connection
with the issue work.
25. The company and Transfer Agent shall maintain following documents and records pertaining to
Transfer activities by way of hard copies and if required may be stored by way of tape drives in
computers:
a) Check-list, inward register, transfer register, buyer / sellers register with net effect as on
date of approval of transfer proposals, transfer deeds, specimen signature cards / signature
captured on signature scanner, despatch register/ postal journal, objection memos, mandates,
Power of Attorney/ Board Resolution, RBI Approval in case of NRI Jumbo Transfer Deeds in
case of FIIs, Register of Members, Annual Returns/Return of Allotment, Interest/Dividend
Register.
b) Correspondence with the company, investors, SEBI, Stock Exchange and other statutes and
other relevant documents pertaining to transfer activities.
c) Records pertaining to investors complaints, Board Resolution passed by the company
authorising the Transfer Agent to endorse the certificates and other documents on behalf of the
company.
d) Magnetic Tapes containing all the data pertaining to shareholders and related transfer
activities.
These records shall be maintained for a minimum period of 8 years as provided in Regulation 15
of SEBI (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 and the same
should be made available for inspection as and when decided by Statutes including SEBI.
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26. Other conditions as mutually agreed between the Company and the Transfer Agent.
27. Please insert clauses relating to arbitration in case of any disputes.
28. This Agreement shall be valid for a period of … Years from … (Date). (The validity period shall
be minimum one year).
In witness whereof the parties thereunto have set their hands on the day and year hereinabove
written.
Signature of Company Signature of Transfer Agent
SCHEDULE I
1.SPECIFIC ACTIVITIES
a. STA will receive and attend promptly correspondence received from shareholders/ debenture
holders / company / stock exchanges / SEBI / other bodies and will segregate the inward mail as
transfer requests, request for endorsements as fully paid-up, receipt of call money, request for
change of address, transmission, transposition, deletion of name, other letters from investors.
It will inward the mail pertaining to request for transfer/transmission transposition/other
request/complaints by maintaining inward register on a day to day basis and also affix stamp
containing inward number and date of receipt on all transfer deeds/letter pertaining to above
requests/complaints.
b. The company shall also maintain inward register to record the date of receipt of transfer
requests/request for endorsement as fully paid up/correspondence from investors, SEBI/Stock
Exchanges and relevant statutes. Company shall hand over all transfer requests/request for
endorsement as fully paid up/other correspondence well in time under a covering letter to Transfer
Agent. The receipt of above documents should be acknowledged by Transfer Agents.
c. Transfer Agents shall process all transfer/transmission/transposition/change of address/other
requests/complaints and generate checklist, verify the same and correction of such data.
d. While scrutinizing transfer deeds, transfer agent shall verify date of presentation,
transferors' particulars, certificates enclosed, transferors' signature with specimen signature
record, verify the value of stamps, thumb impressions needs to be attested by Magistrate/bank
managers or notarized as the case may be and check whether all the columns including address
of transferees provided in Transfer Deeds are duly filled up, etc.
e. Transfer Agent shall generate transfer numbers for each valid transfer and the same may be
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filled up in the column provided in the transfer deed and also folio numbers (in case of new
transferees only). It shall allocate the existing folio number in such cases where the transferee is
already holding shares of the company.
f. After verification of valid transfers, transfer agents shall prepare transfer registers in duplicate
and submit the transfer register well in advance to the transfer committee of the company for
approval.
g. The company agrees to conduct share transfer committee meetings at the frequency mutually
agreed and specified in the agreement which will enable the transfer agent to complete the transfer
of securities within the stipulated time under the Companies Act / Listing Agreement.
h. After receipt of approval of transfer proposals by the transfer committee, transfer agent
shall endorse on the back of the certificates authenticating the transfer of shares in the name of
transferees. In case of endorsement by Transfer Agent, Companies shall authorize Transfer
Agents to do so by passing a resolution in its Board Meeting.
i. In case of endorsement of share certificates, company/Transfer Agent shall ensure that the
authentication is done by an authorized signatory.
j. Transfer Agent shall despatch the transferred share certificates under a covering letter.
Transfer Agent shall maintain postal journal/despatch register for the despatch of transferred
certificates. The documents may indicate the date of despatch and name of the post office where
the despatch has been made.
k.Transfer Agent shall preserve all the transfer deeds in safe custody, take steps to cancel the
stamps affixed on the back of transfer deeds and also cancel all blank transfer deeds signed by
transferors but not used for effecting transfer.
l.Enter the transfer details on both seller side and buyer side in the register of members,
preparation of new ledger sheets for the register of members in case of new share/debenture
holders.
m. Cutting the specimen signature of the new share/debenture holders, pasting and maintaining
specimen signature cards up to date. Specimen signature cards of shares and / debenture
holders with nil holding will be removed and stored separately. Transfer Agents may capture the
signatures with the help of signature scanner and store in the computers.
n. Transfer Agent shall maintain movement register to record the date of receipt of transfer
requests/request for endorsement as fully paid up/ other correspondence received
directly from the company. Similarly, transfer agents shall record the date of submission of transfer
proposals to the transfer committee of the company for approval, date of receipt of the transfer
proposal after approval, date of submission of certificates to the company for endorsement and
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date of receipt of certificates after endorsement and date of despatch to transferee.
II. GENERAL
1. Attending to correspondence regarding change of address, consolidation/split of certificates, non
receipt of share/debenture certificates, dividend/interest warrants and other letters received from
company/SEBI/Stock Exchange, etc.
2. Printing of new share/debenture certificates in lieu of misplaced, lost mutilated certificates.
Transfer Agent shall issue new certificates against request for consolidation or split.
3. Transfer Agent shall update all records and generate all reports and returns required for the
AGM/Extraordinary General Meeting, despatch annual reports, circulars and notices, etc. to
share/debenture holders.
4. Transfer Agents shall process and print dividend warrants / interest warrants/call
notices to share/debenture holders.
5. In case of rights issues, companies shall inform transfer agents and other bodies about the
record date and give sufficient time to transfer agent to affect all transfers, update all records.
Transfer Agents shall despatch composite application forms well in time or hand over all the
required records to Registrar to Rights Issue so as to enable the Registrar to complete issue in
time.
6. Transfer Agents shall maintain Register of Members. It will be kept up-to-date by incorporating
changes therein during the year.
7. Any other reports, statements as mutually agreed between company and the transfer agent.
SCHEDULE II
Schedule of Fees
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Annexure-3
FORM A
SECURITIES AND EXCHANGE BOARD OF INDIA
(REGISTRARS TO AN ISSUE AND SHARE TRANSFER AGENTS)
REGULATIONS, 1993
(Regulation 3)]
[APPLICATION FOR REGISTRATION AS
REGISTRARS TO ISSUE OR SHARE TRANSFER AGENTS OR BOTH]
NAME OF THE APPLICANT
(Whether proprietary concern / firm / association of persons /body of persons / body corporate)
__________________________________________________
The words “in technological aspects” omitted by the Securities and Exchange Board of India
(Regulatory Sandbox) (Amendment) Regulations, 2021, w.e.f. 03-08-2021.
Substituted for the words “Regulation 3/Regulation 8A” by the Securities and Exchange Board of
India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations,
2016 w.e.f. 08-12-2016. Prior to this, the words “Regulation 3/Regulation 8A” were substituted for
the words and number ‘Regulation 3’, by the SEBI (Registrars to an Issue and Share Transfer
Agents) (Amendment) Regulations, 2011, w.e.f. 5-7-2011.
Substituted for the words “Application for Initial/ Permanent Registration as Registrars to Issue or
Share Transfer Agents or both” by the Securities and Exchange Board of India (Change In
Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-
12-2016. Prior to this the words “Application for Initial/ Permanent Registration as Registrars to
Issue or Share Transfer Agents or both” were substituted for the words ‘APPLICATION FOR
REGISTRATION AS REGISTRARS TO ISSUE OR SHARE TRANSFER AGENTS OR BOTH’, ibid.
Page 110 of 236
NAME OF THE PRINCIPAL OFFICER AND DESIGNATION __________________________
TELEPHONE NO. __________________________
CATEGORY FOR WHICH CERTIFICATE APPLIED FOR UNDER REGULATION 3 (AS
APPLICABLE)
INSTRUCTION:
1. APPLICANT MUST SUBMIT A COMPLETED APPLICATION FORM TOGETHER WITH
SUPPORTING DOCUMENTS TO THE SECURITIES AND EXCHANGE BOARD OF INDIA.
2. ALL COLUMNS OF THE APPLICATION SHOULD BE FILLED IN. IN CASE A COLUMN IS
NOT RELEVANT OR NOT APPLICABLE, THIS SHOULD BE SPECIFIED.
3. INFORMATION, WHICH NEEDS TO BE SUPPLIED IN MORE DETAILS, MAY BE
WRITTEN ON SEPARATE SHEETS, WHICH SHOULD BE ATTACHED TO THE
APPLICATION FORM.
4. ORIGINAL COPY OF FORM DULY SIGNED SHOULD BE SUBMITTED.
PART – I
GENERAL INFORMATION
1. APPLICANTS DETAILS
1.1. Name of the Applicant _____________________________
1.2. Category applied for ______________________________
1.3. Address of Applicant ______________________________
Pin Code _____________ Telephone No. _____________
Telex No. _____________ Fax No. __________________
1.4. Address of the applicant for Correspondence:
Pin Code _____________Telephone No. ____________
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Telex No. _____________Fax No. __________________
1.5 Address of Branch Offices (in India & Abroad) of the applicant, if any:
(a) _________________________________________
(b) _________________________________________
(c) _________________________________________
(d) _________________________________________
1.6 Whether any other application under Securities and Exchange Board of India Act, 1992 has
been made for grant of Certificate, if so, details thereof:
2. ORGANISATION STRUCTURE:
2.1 Objective of the organisation.
(attach the extracts from relevant documents like, Partnership deed, Charter, Memorandum of
Association, and Articles of Association in support of objectives of the organisation.)
2.2 Date and Place of Incorporation / Establishment of the organisation of the applicant.
Day Month Year Place
2.3 Status of the applicant (specify whether proprietary, partnership, association of persons, body
of individuals, limited company - public/private, others. If listed, name of the stock exchange and
latest share price: high & low).
2.4 Organisation Chart stating the functional responsibility at various levels.
2.5 Particulars of all Proprietors / Partners / Mangers / Officers / Directors: -
[Name, Qualification, Experience, Date of Appointment, Other directorship (Name & Date
of Appointment), Previous positions held.]
2.6 Number of employees
(General and for specific Intermediaries activity)
2.7 Name and activities of associate companies / concerns carrying out on activities of a registrar
to issue or share transfer agent.
Name Address/
Phone nos. Type of activity Status
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2.8 In case the applicant is a body corporate, please give list of major shareholders (holding 5%
or more voting rights) and percentage of their shareholdings.
3. DETAILS OF INFRASTRUCTURAL FACILITIES
3.1 Office Space (mention the extent of area available)
3.2 Office Equipment (mention the details of electronic office equipment, typewriters,
telecommunications equipment etc.)
3.3 Whether Data Processing capacity facility is available (a) In house or (b) outside, please give
details.
3.4 Computer facility:
(a) Hardware Configuration
(b) Software Environment
4. BUSINESS PLAN (FOR THREE YEARS)
(a) History, Major achievements and present activity
(b) Projected Profitability (Next three years)
(Physical targets, Modus Operandi to achieve targets, Resultant Income)
5. FINANCIAL INFORMATION
5.1 Capital structure
(` In lakhs)
Current Year Subsequent second Subsequent third year
(estimated) year (estimated) year (estimated)
(a) Paid up Capital
(b) Free reserves (excluding revaluation reserves)
(c) Total (a) + (b)
(d) Loans (Details)
(e)
Note: ─In case of partnership or proprietary concerns, please indicate capital minus drawings.
5.2 Deployment of Resources
(` In lakhs)
Current Year Subsequent second Subsequent third
(estimated) year (estimated) year (estimated)
(a) Fixed Assets
(b) Plant & Machinery and office equipment
(c) Investment (Details Should be given separately)
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(d) Others
5.3 Net Profit for the last three financial years
(` In lakhs)
First Year Second Year Third year
5.4 Estimated profit from various sources.
(` In lakhs)
Current Year Subsequent second Subsequent third
(estimated) year (estimated) year (estimated)
5.5 In the case of body corporate, please enclose three years of audited annual accounts and
where unaudited reports are submitted, give reasons.
5.6 Name and Address of Principal Bankers
5.7 Name and Address of the Auditors (Internal, External & Tax auditor, if any).
(As applicable)
6 OTHER INFORMATION
6.1 Details of all pending disputes:
Nature of dispute Name of the party Names & Places of Court
. Tribunal where disputes
. are pending
1.2. Indictment of involvement in any offence relating to moral turpitude / economic
offences in the last three years.
1.3. Any significant awards or recognition, collective grievances against the services
rendered by the company.
1.4. Any other information considered relevant to the nature of services rendered by the
company.
1.5. Name of two references.
(For applicants other than institutions & corporate bodies)
Part II
BUSINESS INFORMATION
7.1. Describe present activities and proposed activity in case of new
organisation.
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7.2 Existing / proposed facilities for redressed of Investor Grievances.
(Furnish number and type of complaints received, follow-up with the companies, average time
taken in resolving the complaints and overall system of handling complaints.)
7.3 Enclose a copy of typical contract entered with a person making the issue or share transfer
agent.
7.4 Details of facilities for processing of application, collection and dispatch of documents, refund
orders, allotment letters, space for safe custody of refund orders, certificates, reconciliation with
the collecting banks.
EXPERIENCE
8.1 Experience in handling the activities during the last three years.
(Name of the corporate body, particulars of issues handled, size of issues etc.) for:
(a) Registrars to Issue
(b) Share Transfer Agents
8.2 Experience in other financial services (period, area, and commencement of activity).
DECLARATION
___________________________________________________
THIS DECLARATION MUST BE SIGNED BY PRINCIPAL OFFICER / SOLE PROPRIETOR, AS
APPLICABLE.
I / We hereby apply for GRANT OF CERTIFICATE OF REGISTRATION by the Board, I/ We warrant
that I/We will carry out my /our duties in accordance with the Act, Rules and Regulations.
I/We warrant that I/We have truthfully and fully answered the questions above and provided all the
information which might reasonably be considered relevant for the purposes of my/our grant of
Certificate for registration and I/We will promptly notify the Board of any changes in the information
during the period that my / our registration is being considered and if my/our registration is accepted,
thereafter.
I/We understand that misleading or attempting to mislead the Board shall render the applicant liable
to disciplinary proceedings.
I/We certify that the above information and information supplied in the application form is true,
complete and correct.
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For and on behalf of
--------------------------------------------
(Name of Applicant)
PLACE
Date
Annexure-4
Declaration-Cum-Undertaking
We M/s. (Name of the intermediary/the acquirer/person who shall have the control), hereby
declare and undertake the following with respect to the application for prior approval for change in
control of (name of the intermediary along with the SEBI registration no.):
1.The applicant/intermediary (Name) and its principal officer, the directors or managing partners,
the compliance officer and the key management persons and the promoters or persons holding
controlling interest or persons exercising control over the applicant, directly or indirectly (in case
of an unlisted applicant or intermediary, any person holding twenty percent or more voting rights,
irrespective of whether they hold controlling interest or exercise control, shall be required to fulfill
the ‘fit and proper person’ criteria) are fit and proper person in terms of Schedule II of SEBI
(Intermediaries) Regulations, 2008.
2. We bear integrity, honesty, ethical behaviour, reputation, fairness and character.
3. We do not incur following disqualifications mentioned in Clause 3(b) of Schedule II of SEBI
(Intermediaries) Regulations, 2008 i.e.
(i) No criminal complaint or information under section 154 of the Code of Criminal Procedure,
1973 (2 of 1974) has been filed against us by the Board and which is pending.
(ii) No charge sheet has been filed against us by any enforcement agency in matters concerning
economic offences and is pending.
(iii) No order of restraint, prohibition or debarment has been passed against us by the Board or
any other regulatory authority or enforcement agency in any matter concerning securities laws or
financial markets and such order is in force.
(iv) No recovery proceedings have been initiated by the Board against us and are pending.
(v)No order of conviction has been passed against us by a court for any offence involving moral
turpitude.
(vi)No winding up proceedings have been initiated or an order for winding up has been passed
against us.
(vii) We have not been declared insolvent.
(viii)We have not been found to be of unsound mind by a court of competent jurisdiction and no
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such finding is in force.
(ix)We have not been categorized as a wilful defaulter.
(x)We have not been declared a fugitive economic offender.
4. We have not been declared as not ‘fit and proper person’ by an order of the Board.
5. No notice to show cause has been issued for proceedings under SEBI(Intermediaries)
Regulations, 2008 or under section 11(4) or section 11B of the SEBI Act during last one year
against us.
6. It is hereby declared that we and each of our promoters, directors, principal officer, compliance
officer and key managerial persons are not associated with vanishing companies.
7. We hereby undertake that there will not be any change in the Board of Directors of incumbent,
till the time prior approval is granted.
8. We hereby undertake that 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.
The said information is true to our knowledge.
(stamped and signed by the Authorised Signatories)
Annexure- 5
A. Name of QRTA:
B. Registration No:
C. Date of Report Submission (in dd/mm/yy):
D. Enhanced Reporting Requirement for QRTAs for Quarter Ended on .........
Sr. Enhanced Reporting Norms Description Remarks
No.
1 Risk Management Policy
a) Whether Risk Management policy is adopted and implemented
b) Whether responsibilities and accountabilities have been charted out
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2 Business Continuity Plan Audit/Testing
a) Does the QRTA have Business Continuity Plan (BCP)?
b) Name of the Primary and the BCP locations
c) When was the BCP tested through mock drill?
d) Whether the QRTA is complying with the requirement of testing I
mock drill every 12 months?
e) Has corrective action been initiated on learning arising out of BCP
testing?
3 Manner of keeping records
a) Whether records are lost, destroyed or tampered with;
b) In the event of loss or destruction, whether sufficient back-up of
records is available at all times at a different place.
4 Wind-down Plan
a) Does the QRTA have in place a Wind-down Plan (WOP) ?
5 Data Access and Data Protection Policy
a) Whether protocols, processes and controls in place for entities who
wish to connect with QRTA data base electronically
b) Whether QRTA has entered into confidentiality contracts, legal
contracts, written agreements, security protocols, etc., while facilitating
electronic access to other entities to its data?
6 Ensuring Integrity of Operations
a) Whether minimum standards, protocol and procedures are in place for
smooth running of operations, to protect the investor data and
maintain information security
b) Whether detailed operations manual explaining all aspects of its
functioning has been prepared
c) Whether mechanism is in place to have periodic replication of data
with the concerned Mutual Funds I Issuer Companies I lnviTI REIT?
d) Does QRTA have its database, servers, data storage media, at all
times, related to Indian investors I clients, present in India
7 Scalable Infrastructure
a) Peak transaction volume handled by the QRTA on any
business day b) Peak new folios created by QRTA on any
business day
c) Was the adequacy of the capacity to handle twice the above
volume reviewed and maintained by the QRTA. If no, what
corrective actions taken
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8 Board Committees of QRTA
a) Audit Committee
b) Nomination and Remuneration Committee c) IT Strategy
Committee
d) Whether any incidents having an impact on investor
protection including data security breaches reported to the BoD
of QRTA
9 Investor Services
a) Number of Customer Services Centers operated by QRTA
servicing Mutual Funds investors, Corporate and other
investors, if any.
b) Whether the QRTA has online capabilities to resolve investor
queries and complaints
c) If the QRTA is handling corporate registry, does it have
facility for
providing services for managing shareholder meetings including
poll process and web streaming of AGMs of listed companies
d) Whether QRTA can provide other facilities such as questions
by investors during AGMs through online access as and when
required by SEBI.
e) Whether service standards published on website
f) Date of investor satisfaction survey carried out
g) Whether investor satisfaction survey outcomes published on
website.
10 Insurance against Risks
a) Whether adequate insurance against omissions and
commissions, frauds by employee/s is in place
E. Details of the review of the report by the Board of Directors
Date of Review (dd/mm/yyyy)
F. Observations of the BoD on
i) The deficiencies and non-compliances:
ii) Corrective measures initiated to avoid such instances in future:
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Annexure-6
I. Provisions with regard to Payment of Dividend/Interest/Redemption :
1. The Issuer Company, RTA and the dividend/interest/redemption processing
Bank shall ensure that the Dividend/Interest/redemption Master file (i.e. file
containing detailed list of beneficiaries entitled for dividend/interest/redemption
distribution by whatever name called on the record date) shall include
Company Name, Folio No., DPID/Client ID, Name of the first securities holder,
Dividend/interest/redemption payment date, Dividend/interest/redemption
amount, Payee details, Bank name, Bank account, Bank branch of the
holder of securities, MICR number, Dividend/Interest/Redemption
Warrant number, details of payment made through electronic channels such
as RTGS/NEFT. The said file shall be shared with the Banker through a secured
process/procedure as per Banker's prescribed secured mechanism. Copy of
the Dividend/Interest/Redemption Master data file containing details for each
dividend/interest/redemption paid shall be maintained by the bank and the
same shall be reconciled by the RTA and the Issuer Company.
2. In cases where bank account details of the securities holder is not available
with RTA or there is change in bank account details, RTA shall obtain account
details along with cancelled cheque to update the securities holder's data. The
original cancelled cheque shall bear the name of the securities holder failing
which securities holder shall submit copy of bank passbook /statement attested
by the bank. RTA shall then update the bank details in its records after due
verification. The unpaid dividend shall be paid via electronic bank transfer. In
cases where either the bank details such as MICR (Magnetic Ink Character
Recognition), IFSC (Indian Financial System Code), etc. that are required for
making electronic payment are not available or the electronic payment
instructions have failed or have been rejected by the bank, the issuer
companies or their RTA may ask the banker to make payment though physical
instrument such as banker's cheque or demand draft to such securities holder
incorporating his bank account details.
3. The dividend/interest/redemption processing Bank shall ensure that
any dividend/interest/redemption instrument (such as demand drafts,
dividend/interest/redemption warrants etc.) lying unpaid beyond the validity
period of the instrument shall be cancelled and the
dividend/interest/redemption amount transferred earlier by issuer in the said
account shall be credited back immediately to the relevant bank account of the
Issuer Company. Banks should also provide the unpaid instrument details when
reconciliation data is shared with Issuer Company I RTAs.
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4. Revalidation/Re-issue requests to the dividend/interest/redemption processing
bank by the RTA should contain at least Name of the Company, DPID/Ciient
ID/Folio No. (as applicable), Original Instrument Number, MICR No.,
Security holder's name, Payee's name, Payee's bank account Number, Bank
name, reason for revalidation etc. RTA shall maintain records of the
revalidation/re-issue requests.
5. The Issuer Company, RTA and the dividend/interest/redemption processing
Bank shall ensure that the Banks provide reconciliation of the Paid and Unpaid
details (including bank Transaction Reference Number, payee name etc.) of
the Dividend/interest/redemption paid fortnightly during the initial validity
of the instrument and after the expiry of validity period of the instrument,
quarterly till transfer of funds to Investor Education and Protection Fund
(hereinafter referred to as IEPF). Dividend/interest/redemption reconciliation
data sent by banks to RTA/Issuer Companies shall contain details of all
DDs/new instruments issued/ electronic instructions sent in lieu of original
dividend/interest/redemption payment. Details of old as well as new dividend
instruments shall be provided. RTA shall also do the reconciliation and inform
the Bankers/Issuer Companies in case of any discrepancies. The reconciliation
files sent by the Banker shall be maintained by all the three entities, RTA, the
Issuer Company, and the dividend/interest/redemption payment processing
Banker as its record for a period of eight years.
6. Details of the rejection of electronic remittance, dividend/interest/redemption
instruments undelivered, dividend/interest/redemption instruments expired
and subsequent payment of dividend/interest/redemption made through
new instruments including the status of payment of the same shall be linked to
dividend/interest/redemption payment record of each of the specific folios by
RTA and audit trail shall be kept in the system of the RTA.
II. Provisions with regard to Transfer/Transmission/Correction of Errors etc. :
1. RTAs and Issuer Companies shall ensure that a folio once allotted to a
person should never be re-allotted to any other person under any
circumstances. Ceased folios numbers i.e. folios having nil balance should
not be re-allotted to any other person.
2. RTAs and Issuer Companies shall ensure that history of all transactions in a
folio (w.r.t securities held or dividend/interest/redemption issued in that folio,
certificates issued or any other change) are linked to a particular folio for easy
retrieval.
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3. RTAs shall follow the "Maker-Checker" concept in all of its activities to ensure
that accuracy of data and a mechanism to check unauthorised transaction
and record shall be maintained.
4. RTAs and Issuer Companies shall ensure that all updation in the folio records
shall be enabled only through front end modules. No back-end entry/updation
/correction should be permitted. RTAs and Issuer Companies shall ensure that
"System Log" having complete details for any change (viz. nature of change,
user access history, user identification, date/time of change etc.) must be
maintained.
5. For any correction of errors, RTAs must take prior approval from the Company
similar to cases of transfers, transmissions etc.
6. RTAs shall provide to the Issuer Company a soft copy of Members data
(having details inter alia Name, Address, Folio No, Number of Shares,
Distinctive numbers, Certificate numbers, etc.) under due certification at the
end of each quarter of a financial year. This data should also contain
transaction in the physical folio during the period. The copy of these databases
shall be maintained by Issuer Companies and the RTAs independently as
permanent record.
7. RTAs shall provide to the Issuer Company a copy of the Register of
debenture holders under due certification at the end of each quarter of a
financial year. The register should contain information relating to name,
father's /husband's name; address and occupation, if any, of each debenture
holder; date of allotment; date of registration with the Registrar of Companies;
the debentures held by each holder distinguishing each debenture by its
number except where such debentures are held with a depository; distinctive
number and certificate number of debentures; the amount paid or agreed
to be considered as paid on those debentures; date of payment; date on
which the name of each person was entered in the register as a debenture
holder; date on which any person ceased to be a debenture holder; date of
transfer of debentures; serial number of instrument of transfer; transferor's
name and folio number; transferee's name and folio number, transfer number,
number of debentures transferred and their distinctive numbers; date of
transfer; and instructions, if any, for payment of interest. The copy of that
Register of debenture holder shall be maintained by Issuer Companies and
the RTAs independently as permanent record.
8. Any returns filed with Registrar of Companies (ROC) or any other
documents relating to company's securities processed and compiled by the
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RTAs will also be maintained by the RTAs and a copy of the return shall be
forwarded to the Issuer Company. The Issuer Companies will also
independently preserve these data as filed with the ROC at their end.
9. RTAs and Issuer Companies shall frame a written policy and shall maintain
strict control on stationery including blank certificates,
dividend/interest/redemption warrants and shall periodically check by
physical verification. The reconciliation report shall be maintained by the RTAs
and concerned Issuer Company.
10. In addition to maintaining details of securities certificates issued or re-issued
data in respective folios, RTAs shall maintain a certificate printing
register/records containing, inter alia, details such as Date of Printing/issue,
Folio No, Name in which printed, Certificate No, Distinctive Nos, Old Certificate
No (in case is reprinting), Reason of printing etc.
11. If the security holder is holding physical securities, RTAs, Issuer Companies
and Depositories shall ensure that the Bonus securities against these folios
shall mandatorily be issued in physical mode only. In other words, Bonus
securities cannot be allotted in demat form with respect to folios where physical
securities certificates are maintained.
12. The Issuer Company and RTAs shall exercise enhanced due diligence in
following cases:
i. Where dividend/interest/redemption remains unpaid for three years
& above
ii. PAN/bank account details not available in the folio.
iii. Unclaimed suspense account constituted pursuant to SEBI (Listing
Obligations and Disclosure Requirements) Regulations.
iv. IEPF suspense account set up pursuant to Companies Act 2013.
v. Any other stringent criteria as decided by the Issuer Company and
the RTAs.
RTAs shall maintain a list of such account folios and share with the Issuer Company
at the end of every quarter of a financial year.
13. RTAs shall have system based alerts for processing of all transactions in such
account folios referred above in para 12. In case any request for transactions is
received from such folios, the Issuer Company and RTAs shall exercise enhanced due
diligence. For the purpose of exercising enhanced due diligence, Issuer
Companies and/or RTAs shall call for documents related to
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proof of identity/address, PAN and bank details, and such other additional
procedures that would enable the Issuer Company/RTA to reasonably satisfy
itself about the genuineness of the request.
14. RTAs shall maintain a register containing details of records and documents
destroyed. The register shall inter alia contain the following particulars: description of
the records and documents destroyed, name of authority authorising the destruction,
date of authorization of destruction, destroyed in whose presence (with signature) and
date of destruction. The authenticity of the register shallbe verified during internal
audit. The register shall be maintained till perpetuity.
Ill. Compulsory internal audit of RTAs
1. All RTAs are required to carry out internal audit on annual basis by
independent qualified Chartered Accountants or Company Secretaries or Cost
and Management Accountants and Certified Information Systems Auditor
(CISA) who don't have any conflict of interest.
2. Eligibility of auditors for conducting the Internal Audit of the RTA
a. The audit firm shall have a minimum experience of three years in the financial
sector.
b. An auditor shall be appointed for a maximum term of five years, with a
cooling-off period of two years.
3. The audit shall cover all aspects of RTA operations including investor
grievance redressal mechanism and compliance with the
requirements stipulated in the SEBI Act, Rules and Regulations
made thereunder, and guidelines/circulars issued by SEBI from time to time.
The scope of the audit shall cover all issues concerning the functioning of RTAs.
4. The report shall state the methodology adopted, deficiencies observed, and
consideration of response of the management on the deficiencies.
5. The report shall include a summary of operations and of the audit,
covering the size of operations, number of transactions audited and the
number of instances where violations I deviations were observed
while making observations on the compliance of any regulatory requirement.
6. The report shall comment on the adequacy of systems adopted by the
RTAs for compliance with the requirements of regulations and guidelines issued
by SEBI and investor grievance redressal.
7. The RTA shall submit a copy of report of the internal audit to Issuer Company
within three months from the end of the financial year. Copy of the same shall
also be preserved by the RTA.
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8. The Governing Council (i.e. Board of Directors, Board of Partners, proprietor
etc. as applicable) of the RTA shall consider the report of the internalauditor
and take steps to rectify the deficiencies, if any. The RTA shall send the Action
Taken Report to Issuer Company within next one month and a copy thereof
shall be maintained by the RTA.
9. The Action Taken report shall be submitted in the following format:
Serial Audit period & Observations Comments of Corrective
name of of the the Board of actions
No Issuer Auditor the RTA taken
Company
10. The audit observations along with the corrective steps taken by the RTA shall
be placed before the Board of Directors of the Issuer Company.
11. The Issuer Companies shall satisfy themselves regarding the adequacy of the
corrective measures taken by the concerned RTA. If not satisfied with the
corrective measures, Issuer Company may ask RTA to take more stringent
corrective measures.
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ANNEXURE-7
RTA / ISSUER COMPANY NAME AND ADDRESS
Name: Date:
Address:
Dear Sir/Madam,
LETTER OF CONFIRMATION
Sub: Issuance of Securities in dematerialized form in case of Investor Service
Requests
Name of the Company:
We refer to the request received from you for issuance of securities in your name. We
would like to inform you that the request has been approved as detailed below:
Name of first holder &
PAN
Joint holder 1 & PAN
Joint holder 2 & PAN
Number of shares
Folio Number
Certificate numbers
Distinctive numbers
Lock-In Yes or No. If yes, lock-in from
_/___/__ till ___/___/___ (DD/MM/YYYY)
As you may be aware, SEBI vide Gazette Notification no. SEBI/LAD-NRO/GN/2022/66
dated January 24, 2022, has mandated that the shares that are issued pursuant to
investor service request shall henceforth be issued in demat mode only and hence the
security certificates (wherever applicable) are retained at our end.
Accordingly, within 120 days of this letter, please request your Depository Participant
(DP) to demat these shares using the Dematerialization Request Form (DRF). Please fill
the DRF with the details mentioned in this letter, sign it and present this letter in original
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to your DP along with the DRF for enabling your DP to raise a Demat Request Number
(DRN). In case you do not have a demat account, kindly open one with any DP. Please
note that you can open Basic Service Demat Account at minimal / nil charges.
Please note that this letter is valid only for a period of 120 days from the date of its
issue within which you have to raise demat request with the DP as above. Any request
for processing demat after the expiry of aforesaid 120 days will not be entertained and
as per the operating guidelines issued by SEBI, the subject shares shall be transferred
to a Suspense Escrow Demat Account of the company.
Thanking you,
Yours faithfully,
For ABCD Limited (RTA)
Authorised Signatory
Annexure- 8
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 the
following documents/details to the RTA:
1. PAN:
1.1. PAN is mandatory for all transactions in securities market as per SEBI Circular
MRD/DoP/Cir- 05/2007 dated April 27, 2007 and it is also one of the document for
proof of identity. Accordingly, it is mandatory for all security holders and claimants of
physical securities to furnish PAN.
1.2. Further, it shall be mandatory to quote and provide a self-attested copy of the PAN by
the security holder/claimant to avail any service request.
1.3. Accordingly, the security holder shall register the PAN through form ISR – 1.
1.4. RTA shall mandatorily verify PAN details through the facility as may be provided by
the Income Tax Department (ITD)/ITD authorized service providers for PAN
verification viz. NSDL e-Governance Infrastructure Limited, UTI Infrastructure
Technology and Services Limited etc. In this regard, SEBI registered RTAs have been
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authorized as an eligible entity by the ITD to verify PANs through its ‘Online PAN Bulk
Verification’ (PBV) facility.
1.5. Additionally, the ‘Exemptions/clarifications to PAN’, as provided in clause D to
‘Instructions/Check List for Filing KYC Forms’ in Annexure – 1 to SEBI circular No.
MIRSD/SE/Cir-21/2011 dated October 05, 2011 on Uniform Know Your Client (KYC)
Requirements for the Securities Market, shall also applicable for holder(s) / claimant(s)
of securities held in physical mode.
1.6. Compulsory linking of PAN and Aadhaar by all holders of physical securities in listed
companies
a) SEBI has issued a Press Release dated March 08, 2023 advising all investors
to ensure linking of their PAN with Aadhaar number prior to March 31, 2023, for
continual and smooth transactions in securities market and to avoid
consequences of non-compliance with the said CBDT circular, as such accounts
would be considered non-KYC compliant, and there could be restrictions on
securities and other transactions until the PAN and Aadhaar are linked.
b) The Central Board of Direct Taxes (CBDT), vide its Press Release dated March
28, 2023, has extended the date for linking PAN with Aadhaar number to June
30, 2023.
c) Accordingly, from July 01, 2023 or any other date as may be specified by the
CBDT, RTAs shall accept only operative PAN (i.e., linked with Aadhaar
number). In this regard, the RTAs may use its ‘Online PAN Bulk Verification’
(PBV) facility.
d) The requirement of existing investors to link their PAN with their Aadhaar
number is not applicable for Non-Resident Indians (NRI), Overseas Citizens of
India (OCI) unless the same is specifically mandated by Central Board of Direct
Taxes (CBDT), Ministry of Finance / any other Competent Government
authority.
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2. Nomination / Declaration to Opt-out of Nomination:
‘Nomination’ or ‘declaration to opt-out’ shall be furnished for all eligible folios in the
following formats:
2.1. For ‘Nomination’: Nomination through Form SH-13 or cancellation or variation in
nomination through Form SH-14 as provided in the Rule 19 of Companies (Shares
capital and debenture) Rules, 2014.
OR
For ‘Declaration to Opt-out’: The security holder can opt out of nomination through
Form ISR – 3 after cancelling his existing nomination, if any, through Form SH-14.
2.2. The RTA, the listed company and the Stock Exchanges shall make available the soft
copy of Form SH13, Form SH-14 and ISR – 3 on their website. The form should be
in a downloadable and fillable format.
3. Contact details
All holders of physical securities in listed companies shall register the postal address with
PIN for their corresponding folio numbers. It shall be mandatory for the security holders to
provide mobile number. Moreover, the RTAs/listed companies will encourage the security
holders to register e-mail ID also to avail the online services. The security holder can
register/update the contact details through form ISR – 1.
4. Bank account details (Bank and Branch name, bank account number, IFS code)
All holders of physical securities in listed companies shall register the bank account details
for their corresponding folio numbers. Upon processing of request for registration/updation
of bank details through Form ISR – 1, the RTA shall, suo-moto, generate request to the
company’s bankers to pay electronically, all the moneys of / payments to the holder that
were previously unclaimed / unsuccessful.
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5. Specimen signature
All holders of physical securities in listed companies shall register the specimen signature
for their corresponding folio numbers. To register/update the specimen signature, the
security holder may refer to para – 1.2 of Annexure – 10.
6. RTAs shall not process any service requests or complaints received from the security
holder(s) / claimant(s), till PAN, KYC and nomination documents/details as stated above
are received.
7. However, the RTA shall furnish required information as sought by investors with respect
to procedure related to investor service requests.
Annexure- 9
Mode for providing documents/details by investors for service requests
The RTA shall enable the holder/claimant to provide the documents/details by any one of the
following mode; unless otherwise prescribed in the Companies Act, 2013 or the Rules issued
thereunder or in SEBI Regulations or Circulars issued thereunder:
1. Through ‘In Person Verification’ (IPV): The authorized person of the RTA shall verify
the original documents furnished by the investor and retain copy (ies) with IPV stamping
with date and initials.
2. Through Post: Hard copies of self-attested documents.
3. Through electronic mode with e-sign: The holder(s)/ claimant(s) may furnish the
documents to RTAs electronically including by way of email or through service portal of
the RTA provided the documents furnished shall have e-sign* of the holder(s)/ claimant(s).
*E-Sign is an integrated service which facilitates issuing a Digital Signature Certificate and
performing signing of requested data by e-Sign user. The holder/claimant may approach
any of the empanelled e-Sign Service Providers, details of which are available on the
website of Controller of Certifying Authorities (CCA), Ministry of Communications and
Information Technology (https://cca.gov.in/) for the purpose of obtaining an e-sign.
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Acknowledgement by the RTA
1. In case the documents are submitted through in person verification, the RTA shall provide
acknowledgement with IPV stamping with date and initials.
2. In any other mode, the RTA shall acknowledge the receipt of the documents by intimating
the security holder through post or by sending e-mail on the e-mail ID as registered with
the RTA.
Annexure- 10
Standardized, simplified and common norms alongwith operating guidelines for
processing investor service requests
1. Mismatch in signature
1.1. Minor mismatch in signature
a) In case of minor mismatch in the signature of the security holder as available in the
folio of the RTA and the present signature, the RTA, while processing the service
request, shall intimate the security holder about the minor mismatch in signature,
providing a timeline of 15 days for raising any objection through all the following
modes:
i. By speed post – on the address available in RTA’s records, and
ii. By sending e-mail – on the registered e-mail id as available in the RTA’s records,
and
iii. By SMS – on the registered mobile number as available in the RTA’s records.
b) If the letter is delivered and in the absence of any objection, the service request
shall be processed. The timeline for the RTA to process the service request shall
commence after the notice period of 15 days.
c) If the letter sent through speed post is returned undelivered but there is
confirmation by the security holder for no-objection via return e-mail registered with
the RTA, the service request shall be processed. The timeline for the RTA to
process the service request shall commence from the day of receipt of no-
objection.
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d) If the letter is returned undelivered and there is no confirmation by the security
holder for no-objection or if there is an objection, the RTA shall follow the procedure
as prescribed for major mismatch in signature as laid down at para 1.2 (b) of this
Annexure.
1.2. Major mismatch in signature or updation/non-availability of specimen signature
a) In case of major mismatch in the signature of the security holder as available in
the folio of the RTA and the present signature, or in case of updation/non-
availability of the specimen signature with the RTA, the RTA, while processing the
service request, shall intimate the security holder about such mismatch/updation
in signature, through all the following modes:
i. By speed post – on the address available in RTA’s records, and
ii. By sending e-mail – on the registered e-mail id as available in the RTA’s records,
and
iii. By SMS – on the registered mobile number as available in the RTA’s records.
b) In such cases, the security holder can register/update the specimen signature
through form ISR–1 and shall complete either of the two processes:
Option A
i. Security holder shall provide the following documents:
(a) Original cancelled cheque with name of the security holder printed on it; or
(b) Self-attested copy of Bank Passbook/Bank Statement;
ii. Banker’s attestation of the signature of the same bank account as mentioned
in (i) above as per Form ISR - 2.
OR
Option B
The investor may get his or her signature changed or updated by visiting the office
of the RTA in person. In such a case, the investor shall sign before the authorized
personnel of the RTA, along with PAN card and any one additional document
Page 132 of 236
mentioned at Serial Nos. 1-4 of Annexure – 12, in original for verification by the
RTA, and submit self-attested copies of the same.
c) The RTA, on receipt of the documents mentioned at para 1.2 (b) above, shall
update all the folios of all the listed issuers available with it pertaining to the
concerned security holder(s) upon specific authorization for the same from the
holder, as provided in Form ISR-1.
d) Separate copies of Banker’s attestation / in-person signature, shall not be required
by the RTA for the folios in respect of different listed issuers maintained with it
provided the security holder gives specific authorization to this effect, as provided
in Form ISR-1.
2. Mismatch/Change in name
2.1. Minor mismatch in name
2.1.1. For minor mismatch in name between any two set of documents presented by the
security holder / claimant for any service request, the RTA shall additionally obtain
self-attested copy of any one of the documents as detailed in Annexure – 12 of
this Circular, explaining the difference in names.
2.1.2. The existing norms of the Depositories, to process demat request where there is
a minor mismatch on account of initials not being spelt out fully, or put after or
prior to surname, provided the signature in the Demat Request Form (DRF)
matches with the signature card with the RTA, shall continue to be in force.
2.2. Change of Name / Major Mismatch in Name
2.2.1. In the event of Change of Name / Major Mismatch in Name of the Security Holder,
the Security holder/claimant may be allowed to change his / her name, subject to
the submission of following documents at the time of change of name of the
security holder/claimant:
Page 133 of 236
(a) In case of change in name on account of marriage - Marriage Certificate or
copy of valid Passport showing husband’s name or publication of name
change in official gazette, and any document evidencing the old name as per
Annexure-12.
(b) In case of change in name on account of reasons other than marriage -
Publication of name change in official gazette, and any document evidencing
the old name as per Annexure 12.
3. Updation of Bank details
3.1. In cases where Bank account details of the security holder are not available with RTA
or there is a change in such details, RTA shall obtain Bank account details along with
any one of the following documents to update the security holder’s Bank details:
a) Original cancelled cheque bearing the name of the security holder; OR
b) Bank passbook/ statement attested by the Bank;
3.2. The RTA shall proceed with the updation of bank details based on the documents
provided by the first holder only, in case of joint holding.
4. Documents for Proof of Address
4.1. The RTA shall obtain any one of the documents mentioned in Annexure – 13, from
the security holder / claimant, if the address is not available in the folio or for
processing the request for its change.
Annexure- 11
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. RTA
Page 134 of 236
shall process all investor service requests by accepting the duly filled up request form and the
listed companies and RTAs shall make the soft copy of the forms available on their websites.
The forms should be in downloadable and fillable format. The service requests alongwith
requisite forms are tabulated below:
Registering / Updating the KYC details:
S. No. Particulars Form
1. PAN ISR – 1
SH – 13, SH – 14, ISR – 3,
2. Nominee details
(As applicable)
Contact details (postal address, Mobile number &
3. ISR – 1
E-mail)
4. Bank details ISR – 1
ISR – 1, ISR – 2
5. Signature
(As applicable)
Processing of various service requests
S. No. Particulars Form
1. Issue of Duplicate securities certificate ISR – 4
Replacement / Renewal / Exchange of securities
2. ISR – 4
certificate
3. Consolidation of securities certificate ISR – 4
4. Sub-division / Splitting of securities certificate ISR – 4
5. Consolidation of folios ISR – 4
S.
Particulars Form
No.
6. Endorsement ISR – 4
7. Change in the name of the holder ISR – 4
Page 135 of 236
Change in status from Minor to Major and Resident
8. NA
to NRI and vice versa
Claim from Unclaimed Suspense Account &
9. ISR – 4
Suspense Escrow Demat Account
10. Transposition ISR – 4
11. Transmission ISR – 5
Annexure 12
Documents for Proof of Identity
1. Unique Identification Number (UID) (Aadhaar)
2. Valid Passport
3. Driving license in Smart Card form, Book form or copy of digital form
4. Identity card / document with applicant’s Photo, issued by any of the following:
Central / State Government and its Departments, Statutory / Regulatory Authorities,
Public Sector Undertakings, Scheduled Commercial Banks, Public Financial
Institutions duly attested by their employer with date and organization stamp.
5. PAN card with photograph
6. Marriage certificate
7. Divorce decree
Annexure- 13
Documents for Proof of Address
1. Unique Identification Number (UID) (Aadhaar)
Page 136 of 236
2. Valid Passport / Registered Lease or Sale Agreement of Residence / Driving
License.
3. Flat Maintenance bill accompanied with additional self-attested copy of Identity
Proof of the holder/claimant.
4. Utility bills like Telephone Bill (only land line) / Electricity bill / Gas bill - Not more
than 3 months old.
5. Identity card / document with address, issued by any of the following:
Central / State Government and its Departments, Statutory / Regulatory Authorities,
Public Sector Undertakings, Scheduled Commercial Banks, Public Financial
Institutions duly attested by their employer with date and organization stamp.
6. For FII / sub account: Power of Attorney given by FII / sub-account to the
Custodians (which are duly notarized and / or apostilled or consularised) that gives
the registered address should be taken.
7. Proof of address in the name of the spouse accompanied with self-attested copy of
Identity Proof of the spouse.
8. Client Master List (CML) of the Demat Account of the holder / claimant, provided by
the Depository Participant.
Annexure-14
READY RECKONER: DOCUMENTS REQUIRED FOR TRANSMISSION OF SECURITIES
Sr. Documents required for transmission Sole holder deceased & Sole holder deceased
No. nomination registered & nomination not
registered
1. Transmission Request Form Annexure 16 Annexure 16
2. Original death certificate or Copy of ✓ ✓
death certificate attested by a notary
public/gazette officer or copy of the
Page 137 of 236
death certificate attested by the
nominee/claimant, subject to
verification with original by the
RTA/Listed Issuer
3. Self-attested copy of Permanent ✓ ✓
Account Number Card of the
nominee/claimant issued by the
Income Tax Department
4. Copy of Birth Certificate (in case the ✓ ✓
Claimant is a minor)
5. KYC* of the Claimant Guardian (in case ✓ ✓
of nominee /claimant being a minor /
of unsound mind).
6 Original Security certificate(s) ✓ ✓
*If not KYC compliant
7. Notarized affidavit from all legal heir(s) NA ✓
made on non-judicial stamp paper of
appropriate value on identity and claim
of ownership, as per the format
provided in Annexure-17.
8. In case the legal heir(s)/claimant(s) are NA ✓
named in the Succession Certificate or
Probate of Will or Will or Letter of
Administration or Legal Heirship
Certificate (or its equivalent certificate),
instead of the document mentioned in
point 7 above, an Affidavit from such
legal heir(s)/claimant(s), duly Notarised
and as per the format provided in
Annexure- 17 shall be sufficient.
9 Copy of any of the following NA ✓
. documents:
(a) Succession certificate; or
(b) Probate of Will; or
(c) Will, along with a notarized
indemnity bond from the
Page 138 of 236
legal heir(s)/claimant(s) to
whom the securities are
transmitted, as per the
format specified provided in
Annexure-18; or
(d) Letter of Administration; or
(e) Court Decree; or
(f) Legal Heirship Certificate or
its equivalent, along with (i)
a notarized indemnity bond
from the legal heir
o(s)/claimant(s) to whom
the securities are
transmitted, as per the
format provided in
Annexure- 18; and (ii) No
Objection from all the non-
claimants, as per the format
provided in Annexure- 19.
The document should be 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.
For cases where the value of securities is up NA ✓
to rupees five lakhs per listed entity in case
10.
of securities held in physical mode and up
to rupees fifteen lakhs per beneficial owner
in case of securities held in dematerialized
mode, instead of and where the documents
mentioned in point 9 above are not
available, the following documents may be
submitted;
(i) no objection certificate from all legal
heirs(s), in as per 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
(ii) notarized indemnity bond made on
non-judicial stamp paper of appropriate
value, indemnifying the Share Transfer
Page 139 of 236
Agent/listed entity, in as per the format
provided in Annexure-18.
Annexure-15
Operational Guidelines for processing investor’s service request for the purpose of
Transmission of securities
1. The operational guidelines for processing of investor service requests for the purpose
of transmission of securities are as under:
a. The RTA/Issuer Companies shall use the format for:
(i) Transmission Request Form (“TRF”) – (Annexure 16),
(ii) Affidavit made on non-judicial stamp paper, to the effect of identification and
claim of legal ownership to the securities (“Affidavit”) – (Annexure 17),
(iii) Indemnity Bond made on appropriate non-judicial stamp paper of
appropriate value (“Indemnity Bond”) – (Annexure 18), and
(iv) No objection certificate from all legal heirs who do not object to such
transmission (“NOC”) – (Annexure 19).
b. After verifying and processing the request, the RTA / Issuer Companies shall
intimate the claimant(s) about its execution as may be applicable, by way of
issuing a Letter of Confirmation (Format at Annexure 7).
c. 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.
d. The Letter of Confirmation shall, inter-alia, contain details of folio and demat
account number (if available) of the claimant(s).
e. The Letter of Confirmation shall be sent by the RTA / Issuer Companies through
Registered / Speed Post to the claimant(s) and a digitally signed copy of the
Letter of Confirmation shall be sent by the RTA/Issuer Companies to the
claimant(s) through e-mail.
f. Within 120 days of issue of the Letter of Confirmation, the claimant(s) shall
submit the demat request, along with the original Letter of Confirmation or the
digitally signed copy of the Letter of Confirmation, to the Depository Participant
(“DP”).
g. DP shall generate the demat request on the basis of the Letter of Confirmation
and forward the same to the Issuer Company / RTA for processing the demat
request.
Page 140 of 236
h. 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.
i. The RTA / Issuer Companies shall issue a reminder after the end of 45 days and
90 days from the date of issuance of the Letter of Confirmation, informing the
claimant(s) to submit the demat request as above, in case no such request has
been received by the RTA / Issuer Company.
j. In case of non-receipt of demat request from the claimant(s) within 120 days of
the date of issue of the Letter of Confirmation, the securities shall be credited to
Suspense Escrow Demat Account of the Issuer Company.
Page 141 of 236
Annexure-16
Request for Transmission of Securities by Nominee or Legal Heir
(For Transmission of securities on death of the Sole holder)
To:
The Listed Issuer/RTA,
(Address)
_ (Name of the Listed Issuer/RTA)
Name of the
Claimant(s)
Mr./Ms.
Name of the Guardian in case the claimant is a minor → Date of Birth of the minor*
Mr./Ms.
Relationship with Minor: Father Mother Court Appointed Guardian*
[Multiple PAN may be entered] PAN (Claimant(s)/Guardian): | | | | | | | | | | | KYC
Acknowledgment attached KYC form attached
Tax Status: Resident Individual Resident Minor (through Guardian) NRI PIO Others
(please specify)
*Please attach relevant proof
I/We, the claimant(s) named hereinabove, hereby inform you about the demise of the below
mentioned Securities Holder(s) and request you to transmit the securities held by the
deceased holder(s) in my/our favour in my/our capacity as –
Nominee Legal Heir Successor to the Estate of the deceased Administrator of
the Estate of the deceased
Name of the deceased holder(s) Date of
demise**
1) DD / MM / YYYY
2) DD / MM / YYYY
3) DD / MM / YYYY
**Please attach certified copy of Death Certificate.
Securities(s) & Folio(s) in respect of which Transmission of securities is being
requested
No. of % of
Name of the Company Folio No. Securities Claim@
1)
2)
3)
4)
Page 142 of 236
@As per Nomination OR as per the Will/Probate/Succession Certificate/Letter of
Administration/ Legal Heirship Certificate (or its equivalent certificate)/ Court Decree, if
applicable.
Contact details of the Claimant (s) [Provision for multiple entries may be made]
Mobile No.+91| | | | | | | | | | Tel. No. STD -
Email Address
Address (Please note that address will be updated as per address on KYC form /
KYC Registration Agency records)
Address Line 1
Address Line 2
City: State
PIN | | | | | |
Bank Account Details of the Claimant
Bank Name
Account No. |11-digit IFSC | |
| | | | | | | | |
A/c. Type ( ) SB Current NRO NRE FCNR | 9-digit MICR No.| |
✓
| | | | | | |
Name of bank branch
City
PIN | | | | | |
Please attach & tick✓ Cancelled cheque with claimant’s name printed OR Claimant’s
Bank Statement/Passbook (duly attested by the Bank Manager)
Page 143 of 236
I also request you to pay the UNCLAIMED amounts, if any, in respect of the
deceased securities holder(s) by direct credit to the bank account mentioned
above.
Additional KYC information (Please tick✓ whichever is applicable)
Occupation Private Sector Service Public Sector Service Government Service
Business
Professi
onal
Agriculturist Retired Home Maker Student Forex Dealer Others
(Please
specify)
The Claimant is a Politically Exposed Person Related to a Politically Exposed
Person Neither (Not applicable)
Gross Annual Income (₹) Below 1 Lac 1-5 Lacs 5-10 Lacs 10-25 Lacs
25 Lacs-1crore >1 crore
FATCA and CRS information
Country of Birth Place of Birth
Nationality
Are you a tax resident of any country other than India? Yes No
If Yes, please mention all the countries in which you are resident for tax purposes and the
associated Taxpayer Identification Number and its identification type in the column below
Country Tax-Payer Identification Number Identification Type
Nomination@ (Please ✓ one of the options below)
I/We DO NOT wish to make a nomination. (Please tick ✓ if you do not wish to nominate
anyone)
I/We wish to make a nomination and hereby nominate the person/s more particularly
described in the attached Nomination Form to receive the Units held my/our folio in
the event of my / our death.
@ Guardian of a minor is not allowed to make a nomination on behalf of the minor
Declaration and Signature of the Claimant(s)
I/We have attached herewith all the relevant / required documents as indicated in the
attached Ready Reckoner as per Annexure 14.
Page 144 of 236
I/We confirm that the information provided above is true and correct to the best of my
knowledge and belief.
I/We undertake to keep
________________________________________________________ (Name of the
Company) / its RTA informed about any changes/modification to the above information in
future and also undertake to provide any other additional information as may be required by
the RTAs.
I/We hereby authorize
________________________________________________________ (Name of the
Company) and its RTA to provide/ share any of the information provided by me/us including
my holdings in the (Name of the Company) to any governmental or statutory or judicial
authorities/agencies as required by law without any obligation of informing me/us of the same.
Place___________________________
Date
Signature of Claimant
(S)
Documents Attached
 Copy of Death Certificate of the deceased holder Copy of Birth Certificate
(in case the Claimant is a minor)
 Copy of PAN Card of Claimant / Guardian KYC Acknowledgment
OR KYC form of Claimant
 Cancelled cheque with claimant’s name printed OR Claimant’s Bank
Statement/Passbook
Nomination Form duly completed
 Annexure 17 - Affidavits to be given by Legal Heirs
 Annexure 18 - Bond of Indemnity
 Annexure 19 - NOC from other Legal Heirs
Page 145 of 236
Annexure-17
Individual Affidavits55 to be given by ALL the Legal Heirs OR Legal Heirs named
in Succession Certificate*/ Probate of Will*/ Will*/ Letter of Administration*/ Legal
Heirship Certificate*/Court Decree*
(For Transmission of securities on death of Sole Holder where NO
NOMINATION has been registered)
Each Deponent (legal heir) shall sign separate Affidavits.
(To be executed on a non-judicial stamp of appropriate value and Notarized)
I, __________________________________________________________#
Son / daughter / spouse / ………… of
__________________________________________________________ residing
at
_________________________________________________________________
___________________ do hereby solemnly affirm and state on oath as follows.
That Mr. /Mrs _________________________________________@ (“the deceased
holder”) held the following securities in his / her name as single holder:
Company Name Folio No. No. of securities held
1)
2)
3)
 That the aforesaid deceased holder died intestate leaving behind him/her, the
following persons as the only surviving heirs as per the Succession Certificate/
Legal Heirship Certificate/Court Decree dated _______________ / according to
the Law of Intestate Succession by which he/she was governed at the time of
his/her death and without registering any nominee. *
OR
 That the aforesaid deceased holder died leaving behind the following persons as
the legatees as per the Will/ Probated Will/ Letter of Administration dated
________ and without registering any nominee. *
A copy of the Succession Certificate*/ Probate of Will*/ Will*/ Letter of
Administration*/ Legal Heirship Certificate*/ Court Decree* is attached herewith.
55 Joint affidavit may be accepted in cases where the security holders are having the same address.
Page 146 of 236
Name of the Legal Address and contact details Age Relation
Heir(s) with the
Deceased
1)
2)
3)
That among the aforesaid legal heirs, Master/
Kum._________________________________aged _____ years is a minor and is being
represented by Mr./Ms. ________________________$ being his / her father / mother /
legal guardian.
Signature of the Deponent:
X________________
VERIFICATION
I hereby solemnly affirm and state that what is stated herein above is true and correct
and nothing has been concealed therein and that we I am competent to contract and
entitled to rights and benefits of the abovementioned securities of the deceased.
Solemnly affirmed at Signature of the Deponent:
X
____________________________
Signed before me
Place: __________________________
Date : ___________________________
X --------------------------------------------------
Signature of Notary with Official Seal of
Notary& Regn. No.
* strikeout whichever is not applicable
# = Name of the legal heir @ = Name of the deceased unit holder
$ = Name of the Guardian
Page 147 of 236
Annexure-18
Note: To be executed in the presence of a Public Notary / Gazetted Officer
Bond of Indemnity
(To be submitted on Non-judicial Stamp Paper of appropriate value)
[For Transmission of Securities on death of Sole Securities’ Holder, where no
nomination has been registered]
I/We do hereby solemnly affirm and state on oath as follows:
That Mr. /Ms. Name of the deceased holder________ was holding the
following securities:
Name of the Certificate No. Distinctive No. Folio No. No. of
Company securities held
1
2
3
4
That the aforesaid deceased holder died intestate on ________________, without
registering any nominee, leaving behind him/her the following persons as the only surviving
legal heirs, according to the laws of intestate succession applicable to him/her by which
he/she was governed at the time of his/her death.
Name of the Legal Heir(s) Address and Age Relationship with the
contact details Deceased
1
2
3
4
OR
That the aforesaid deceased holder died on ________________, without registering any
nominee, leaving behind him/her the following persons as the only surviving legal heirs,
according to the laws of testamentary succession.
Page 148 of 236
Name of the Legal Heir(s) Address and Age Relationship with the
contact details Deceased
1
2
3
Therefore, I/We, the Legal Heir(s) and deponent(s) herein has/have, approached
_____________________________ (Name of the Company/RTA) with a request to transfer the
aforesaid securities in the name of the undersigned Mr. /Ms. [Name(s) of the
claimant(s)]_____________________________________________#, on my/our behalf, without
insisting on production of a Succession Certificate/ Probate of Will / Letter of Administration or
any Court order, for which we execute an indemnity as is herein contained and on relying on the
information herein given by us, believing the same to be true.
In consideration therefore of my/our request to transfer/transmit the above said securities to
the name of the undersigned Mr. /Ms. [Name(s) of the claimant(s)] #,
I/We hereby jointly and severely agree and undertake to indemnify and keep indemnified,
saved, defended, harmless, [Name of the Company/ Issuer and any RTA] and its successors
and assigns for all time hereafter against all losses, costs, claims, actions, demands, risks,
charges, expenses, damages, etc., whatsoever which they may suffer and/or incur by reason
of transferring the said securities as herein above mentioned, at my/our request to the
undersigned Mr./Ms. [Name(s) of the claimant(s)
]________________________________________________#, without insisting on
production of a Succession Certificate / Probate of Will / Letter of Administration or any Court
order.
IN WITNESS WHEREOF the said 1) Mr. /Ms. _______ (Name and signature of the witness)
____________
And 2) Mr. /Ms. ______________ Name and signature of the witness ______ #, have
hereunto set their respective hands and seals this day of
_____________________________. Signed and delivered by the said legal heir/s.
Name the Legal Heirs Signature of the
Legal Heirs
1
X
2
X
Page 149 of 236
3 X
(*) = Name of the deceased unit holder (#) = Name of the claimant/s
Signed before me
at: __________________________
on: ___________________________
Signature of Notary
Official stamp & seal of the Notary & Regn. No.:
Page 150 of 236
Annexure-19
Note: To be executed in the presence of a Public Notary / Gazetted Officer
[To be submitted in non-judicial stamp paper of appropriate value]
No-Objection Certificate from the Legal Heir(s)
Format of NOC from other Legal Heir(s) for Transmission of
Securities in favour of the Claimant(s) wherein the Sole Holder is
deceased and NO NOMINATION has been registered
DECLARATION
I/We, the legal heir(s) of late Mr. / Ms (name of the deceased holder)
declare as follows –
(i) That the above named deceased holder was holding the following securities in
his / her name as single holder:
Name of the Company Folio No. No. of securities held
1)
2)
3)
(ii) That the deceased had died intestate on D D / M M / Y Y Y Y .and without
registering any nominee.
(iii) That the following Claimant(s) has/have applied for the transmission of the
aforesaid securities:
Name of the Address and contact details Age Relationship
Claimant(s) with the
deceased
1)
2)
3)
(iv) That I / We are the legal heir(s) of the deceased holder, apart from the
Claimant(s)who has/ have applied for transmission of the aforesaid securities
and our details are as follows:
Page 151 of 236
Name of the Legal Address and contact details Age Relationship
Heir(s) with the
deceased
1)
2)
3)
(v) I / we hereby declare that, I / we do not desire to make any claim in respect of the
title to the aforesaid securities held by the deceased and I / we hereby wilfully
relinquish & renounce all my /our rights in respect of the aforesaid securities and
shall have no legal claim upon said securities in future.
(vi) Accordingly, I / we declare that I / we have NO OBJECTION WHATSOEVER in
(Name of the Company) transmitting the aforesaid securities in favour
of the Claimant(s) Mr. / Ms. .
(vii) I / we hereby state that whatever is stated herein above are true to the best of
my/our knowledge and nothing has been concealed therein.
Name(s) and Signature(s) of Legal Heir(s) who are Non – Claimant(s):
1)
2)
3)
VERIFICATION
We hereby solemnly affirm and state that what is stated herein above is true to our
knowledge and nothing has been concealed therein and that we are competent to contract
and entitled to rights and benefits of the above mentioned securities.
Solemnly affirmed at ________________________________
Deponent(s) (1) ____________(2) __________________(3) _________________
Page 152 of 236
Annexure-20
Operational Guidelines for processing investor’s service request for the purpose of
issuance of duplicate securities.
The operational guidelines for processing of investor service requests for the purpose of
issuance of duplicate securities are as under:
a. The RTA/Issuer Companies shall use the format for:
1. Form A- Affidavit made on non-judicial stamp paper, for issuance of duplicate securities
(pdf)
2. Form B - Indemnity Bond made on appropriate non-judicial stamp paper of appropriate
value (pdf)
3. Form C – Format of Letter of Confirmation (pdf)
4. Investor Service Request Form – 4 (ISR 4) (pdf)
b. After verifying and processing the documents submitted for issuance of duplicate
securities, the RTA / 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 (Form C).
c. For issuance of duplicate securities, 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.
d. The Letter of Confirmation shall, inter-alia, contain details of folio and demat account
number (if available) of the claimant(s).
e. The Letter of Confirmation shall be sent by the RTA / Issuer Companies through
Registered / Speed Post to the claimant(s). Additionally, the RTA/Issuer Companies may
send such letter through e-mail with e-sign and / or digital signature.
Page 153 of 236
f. Within 120 days of issue of the Letter of Confirmation, the claimant(s) shall submit the
demat request, along with the original Letter of Confirmation or the digitally signed copy
of the Letter of Confirmation, to the Depository Participant (“DP”).
g. DP shall generate the demat request on the basis of the Letter of Confirmation and
forward the same to the Issuer Company / RTA for processing the demat request.
h. 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.
i. The RTA / Issuer Companies shall issue a reminder after the end of 45 days and 90
days from the date of issuance of the Letter of Confirmation, informing the claimant(s) to
submit the demat request as above, in case no such request has been received by the
RTA / Issuer Company.
j. In case of non-receipt of demat request from the claimant(s) within 120 days of the date
of issue of the Letter of Confirmation, the securities shall be credited to Suspense Escrow
Demat Account of the Issuer Company.
Page 154 of 236
Annexure-21
1. Cyber-attacks and threats attempt to compromise the Confidentiality, Integrity and
Availability (CIA) of the computer systems, networks and databases (Confidentiality
refers to limiting access of systems and information to authorized users, Integrity is
the assurance that the information is reliable and accurate, and Availability refers
to guarantee of reliable access to the systems and information by authorized
users). Cyber security framework includes measures, tools and processes that are
intended to prevent cyber-attacks and improve cyber resilience. Cyber Resilience
is an organisation’s ability to prepare and respond to a cyber-attack and to continue
operation during, and recover from, a cyber-attack.
Governance
2. As part of the operational risk management framework to manage risk to systems,
networks and databases from cyber-attacks and threats, QRTAs should formulate
a comprehensive cyber security and cyber resilience policy document
encompassing the framework mentioned hereunder. The policy document should
be approved by the Board of QRTAs, and in case of deviations from the suggested
framework, reasons for such deviations should also be provided in the policy
document. The policy document should be reviewed by the Board of QRTAs at
least annually with the view to strengthen and improve its cyber security and cyber
resilience framework.
3. The cyber security and cyber resilience policy should include the following process
to identify, assess, and manage cyber security risk associated with processes,
information, networks and systems;
3.1.1. ‘Identify’ critical IT assets and risks associated with such assets,
3.1.2. ‘Protect’ assets by deploying suitable controls, tools and measures,
3.1.3. ‘Detect’ incidents, anomalies and attacks through appropriate monitoring
tools/processes,
3.1.4. ‘Respond’ by taking immediate steps after identification of the incident,
anomaly or attack,
3.1.5. ‘Recover’ from incident through incident management, disaster recovery and
business continuity framework.
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4. The Cyber security policy should encompass the principles prescribed by National
Critical Information Infrastructure Protection Centre (NCIIPC) of National Technical
Research Organisation (NTRO), Government of India, in the report titled
‘Guidelines for Protection of National Critical Information Infrastructure’ and
subsequent revisions, if any, from time to time.
5. QRTAs should also incorporate best practices from standards such as ISO 27001,
ISO 27002, COBIT 5, etc., or their subsequent revisions, if any, from time to time.
6. QRTAs should designate a senior official as Chief Information Security Officer
(CISO) whose function would be to assess, identify and reduce cyber security risks,
respond to incidents, establish appropriate standards and controls, and direct the
establishment and implementation of processes and procedures as per the cyber
security and resilience policy approved by the Board of the QRTAs.
7. The Board of the QRTAs shall constitute a Technology Committee comprising
experts proficient in technology. This Technology Committee should on a quarterly
basis review the implementation of the cyber security and cyber resilience policy
approved by their Board, and such review should include review of their current IT
and cyber security and cyber resilience capabilities, set goals for a target level of
cyber resilience, and establish a plan to improve and strengthen cyber security and
cyber resilience. The review shall be placed before the Board of the QRTAs for
appropriate action.
8. QRTAs should establish a reporting procedure to facilitate communication of
unusual activities and events to CISO or to the senior management in a timely
manner.
9. The aforementioned committee and the senior management of the QRTAs,
including the CISO, should periodically review instances of cyber attacks, if any,
domestically and globally, and take steps to strengthen cyber security and cyber
resilience framework.
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10. QRTAs should define responsibilities of its employees, outsourced staff, and
employees of vendors, members or participants and other entities, who may have
access or use systems / networks of QRTA's, towards ensuring the goal of cyber
security.
Identify
11. QRTAs shall identify and classify critical assets based on their sensitivity and
criticality for business operations, services and data management. The critical
assets should include business critical systems, internet facing applications
/systems, systems that contain sensitive data, sensitive personal data, sensitive
financial data, Personally Identifiable Information (PII) data, etc. All the ancillary
systems used for accessing/communicating with critical systems either for
operations or maintenance should also be classified as critical system. The Board
of the QRTAs shall approve the list of critical systems.
To this end, QRTAs should maintain up-to-date inventory of its hardware and
systems, software and information assets (internal and external), details of its
network resources, connections to its network and data flows.
12. QRTAs should accordingly identify cyber risks (threats and vulnerabilities) that it
may face, along with the likelihood of such threats and impact on the business and
thereby, deploy controls commensurate to the criticality.
13. QRTAs should also encourage its third-party providers, if any, to have similar
standards of Information Security.
Protection
Access Controls
14. No person by virtue of rank or position should have any intrinsic right to access
confidential data, applications, system resources or facilities.
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15. Any access to QRTA's systems, applications, networks, databases, etc., should be
for a defined purpose and for a defined period. QRTAs should grant access to IT
systems, applications, databases and networks on a need-to-use basis and based
on the principle of least privilege. Such access should be for the period when the
access is required and should be authorized using strong authentication
mechanisms.
16. QRTAs should implement strong password controls for users’ access to systems,
applications, networks and databases. Password controls should include a change
of password upon first log-on, minimum password length and history, password
complexity as well as maximum validity period. The user credential data should be
stored using strong and latest hashing algorithms.
17. QRTAs should ensure that records of user access are uniquely identified and
logged for audit and review purposes. Such logs should be maintained and stored
in encrypted form for a time period not less than two (2) years.
18. QRTAs should deploy additional controls and security measures to supervise staff
with elevated system access entitlements (such as admin or privileged users). Such
controls and measures should inter-alia include restricting the number of privileged
users, periodic review of privileged users’ activities, disallow privileged users from
accessing systems logs in which their activities are being captured, strong controls
over remote access by privileged users, etc.
19. Account access lock policies after failure attempts should be implemented for all
accounts.
20. Employees and outsourced staff such as employees of vendors or service
providers, who may be given authorised access to the QRTA's critical systems,
networks and other computer resources, should be subject to stringent supervision,
monitoring and access restrictions.
21. Two-factor authentication at log-in should be implemented for all users that connect
using online/internet facility.
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22. QRTAs should formulate an Internet access policy to monitor and regulate the use
of internet and internet based services such as social media sites, cloud-based
internet storage sites, etc.
23. Proper ‘end of life’ mechanism should be adopted to deactivate access privileges
of users who are leaving the organization or whose access privileges have been
withdrawn.
Physical security
24. Physical access to the critical systems should be restricted to minimum. Physical
access of outsourced staff/visitors should be properly supervised by ensuring at the
minimum that outsourced staff/visitors are accompanied at all times by authorised
employees.
25. Physical access to the critical systems should be revoked immediately if the same
is no longer required.
26. QRTAs should ensure that the perimeter of the critical equipments room are
physically secured and monitored by employing physical, human and procedural
controls such as the use of security guards, CCTVs, card access systems,
mantraps, bollards, etc. where appropriate.
Network Security Management
27. QRTAs should establish baseline standards to facilitate consistent application of
security configurations to operating systems, databases, network devices and
enterprise mobile devices within the IT environment. The QRTAs should conduct
regular enforcement checks to ensure that the baseline standards are applied
uniformly.
28. QRTAs should install network security devices, such as firewalls as well as
intrusion detection and prevention systems, to protect their IT infrastructure from
security exposures originating from internal and external sources.
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29. Anti-virus software should be installed on servers and other computer systems.
Updation of anti-virus definition files and automatic anti-virus scanning should be
done on a regular basis.
Security of Data
30. Data-in motion and Data-at-rest should be in encrypted form by using strong
encryption methods such as Advanced Encryption Standard (AES), RSA, SHA-2,
etc.
31. QRTAs should implement measures to prevent unauthorised access or copying or
transmission of data / information held in contractual or fiduciary capacity. It should
be ensured that confidentiality of information is not compromised during the
process of exchanging and transferring information with external parties.
32. The information security policy should also cover use of devices such as mobile
phone, faxes, photocopiers, scanners, etc. that can be used for capturing and
transmission of data.
33. QRTAs should allow only authorized data storage devices through appropriate
validation processes.
Hardening of Hardware and Software
34. Only a hardened and vetted hardware / software should be deployed by the
QRTAs. During the hardening process, QRTAs should inter-alia ensure that default
passwords are replaced with strong passwords and all unnecessary services are
removed or disabled in equipments / software.
35. All open ports which are not in use or can potentially be used for exploitation of
data should be blocked. Other open ports should be monitored and appropriate
measures should be taken to secure the ports.
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Application Security and Testing
36. QRTAs should ensure that regression testing is undertaken before new or modified
system is implemented. The scope of tests should cover business logic, security
controls and system performance under various stress-load scenarios and
recovery conditions.
Patch Management
37. QRTAs should establish and ensure that the patch management procedures
include the identification, categorisation and prioritisation of security patches. An
implementation timeframe for each category of security patches should be
established to implement security patches in a timely manner.
38. QRTAs should perform rigorous testing of security patches before deployment into
the production environment so as to ensure that the application of patches do not
impact other systems.
Disposal of systems and storage devices
39. QRTAs should frame suitable policy for disposals of the storage media and
systems. The data / information on such devices and systems should be removed
by using methods viz. wiping / cleaning / overwrite, degauss and physical
destruction, as applicable.
Vulnerability Assessment and Penetration Testing (VAPT)
40. QRTAs shall carry out periodic vulnerability assessment and penetration tests
(VAPT) which inter-alia include critical assets and infrastructure components like
Servers, Networking systems, Security devices, load balancers, other IT systems
etc. pertaining to the activities done as a QRTAs in order to detect security
vulnerabilities in the IT environment and in-depth evaluation of the security posture
of the system through simulations of actual attacks on its systems and networks.
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QRTAs shall conduct VAPT at least once in a financial year. However, for the
QRTAs, whose systems have been identified as “protected system” by NCIIPC
under the Information Technology (IT) Act, 2000, VAPT shall be conducted at least
twice in a financial year. Further, all QRTAs are required to engage only CERT-In
empaneled organizations for conducting VAPT. The final report on said VAPT shall
be submitted to SEBI after approval from Technology Committee of respective
QRTAs, within 1 month of completion of VAPT activity.
41. Any gaps/vulnerabilities detected shall be remedied on immediate basis and
compliance of closure of findings identified during VAPT shall be submitted to SEBI
within 3 months post the submission of final VAPT report.
42. In addition, QRTAs shall perform vulnerability scanning and conduct penetration
testing prior to the commissioning of a new system which is a critical system or part
of an existing critical system.
Monitoring and Detection
43. QRTAs should establish appropriate security monitoring systems and processes to
facilitate continuous monitoring of security events and timely detection of
unauthorised or malicious activities, unauthorised changes, unauthorised access
and unauthorized copying or transmission of data / information held in contractual
or fiduciary capacity, by internal and external parties. The security logs of systems,
applications and network devices should also be monitored for anomalies.
44. Further, to ensure high resilience, high availability and timely detection of attacks
on systems and networks, QRTAs should implement suitable mechanism to
monitor capacity utilization of its critical systems and networks.
45. Suitable alerts should be generated in the event of detection of unauthorized or
abnormal system activities, transmission errors or unusual online transactions.
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Response and Recovery
46. Alerts generated from monitoring and detection systems should be suitably
investigated, including impact and forensic analysis of such alerts, in order to
determine activities that are to be performed to prevent expansion of such incident
of cyber-attack or breach, mitigate its effect and eradicate the incident.
47. The response and recovery plan of the QRTAs should aim at timely restoration of
systems affected by incidents of cyber-attacks or breaches. QRTAs should have
the same Recovery Time Objective (RTO) and Recovery Point Objective (RPO) as
specified by SEBI for Market Infrastructure Institutions vide SEBI circular
CIR/MRD/DMS/17/20 dated June 22, 2012 as amended from time to time.
48. The response plan should define responsibilities and actions to be performed by its
employees and support / outsourced staff in the event of cyberattacks or breach of
cyber security mechanism.
49. Any incident of loss or destruction of data or systems should be thoroughly
analyzed and lessons learned from such incidents should be incorporated to
strengthen the security mechanism and improve recovery planning and processes.
50. QRTAs should also conduct suitable periodic drills to test the adequacy and
effectiveness of response and recovery plan.
Sharing of information
51. All Cyber-attacks, threats, cyber-incidents and breaches experienced by QRTAs
shall be reported to SEBI within 6 hours of noticing / detecting such incidents or
being brought to notice about such incidents.
The incident shall also be reported to Indian Computer Emergency Response team
(CERT-In) in accordance with the guidelines / directions issued by CERT-In from
time to time. Additionally, the QRTAs, whose systems have been identified as
“Protected system” by National Critical Information Infrastructure Protection Centre
(NCIIPC) shall also report the incident to NCIIPC.
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The quarterly reports containing information on cyber-attacks, threats, cyber-
incidents and breaches experienced by QRTAs and measures taken to mitigate
vulnerabilities, threats and attacks including information on bugs/
vulnerabilities/threats that may be useful for other QRTAs shall be submitted to
SEBI within 15 days from the quarter ended June, September, December and
March of every year. The above information shall be shared through the dedicated
e-mail id: rta@sebi.gov.in. A format for submitting the reports is attached as
Annexure-21A.
52. Such details as are felt useful for sharing with other QRTAs in masked and
anonymous manner shall be shared using mechanism to be specified by SEBI from
time to time.
Training
53. QRTAs should conduct periodic training programs to enhance awareness level
among the employees and outsourced staff, vendors, etc. on IT / Cyber security
policy and standards. Special focus should be given to build awareness levels and
skills of staff from non-technical disciplines.
54. The training program should be reviewed and updated to ensure that the contents
of the program remain current and relevant.
Periodic Audit
55. QRTAs shall arrange to have its systems audited on an annual basis by an
independent CISA/CISM qualified or equivalent auditor to check compliance with
the above areas and shall submit the report to SEBI along with the comments of
the Board of QRTAs within three months of the end of the financial year.
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Annexure- 21 A
Incident Reporting Form
1. Letter / Report Subject -
Name of the RTA -
SEBI Registration no. -
Type of RTA -
2. Reporting Periodicity
Year-
 Quarter 1 (Apr-Jun)  Quarter 3 (Oct-Dec)
 Quarter 2 (Jul-Sep)  Quarter 4 (Jan-Mar)
3. Designated Officer (Reporting Officer details) -
Name: Organization: Title:
Phone / Fax No: Mobile: Email:
Address:
Cyber-attack / breach observed in Quarter:
( If yes, please fill Annexure 21 B)
( If no, please submit the NIL report)
Date & Time Brief information on the Cyber-attack / breached observed
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Annexure 21 B
1. Physical location of affected computer / network and name of ISP -
2. Date and time incident occurred -
Date: Time:
3. Information of affected system -
IP Address: Computer Operating System Last Hardware
/ Host (incl. Ver. / release Patched/ Vendor/
Name: No.): Updated: Model:
4. Type of incident -
 Phishing  Spam  Website
 Network  Bot/Botnet Intrusion
scanning  Email Spoofing  Social
/Probing  Denial of Engineering
Breakin/Root Service(DoS)  Technical
Compromise  Distributed Denial of Vulnerability
 Virus/Malicious Service(DDoS)  IP Spoofing
Code  User Account  Ransomware
 Website Compromise  Other
Defacement
 System Misuse
5. Description of incident -
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6. Unusual behavior/symptoms (Tick the symptoms) -
 System crashes  Anomalies
 New user accounts/ Accounting  Suspicious probes
discrepancies  Suspicious browsing New
 Failed or successful social files
engineering attempts  Changes in file lengths or
 Unexplained, poor system dates
performance  Attempts to write to system
 Unaccounted for changes in  Data modification or deletion
the DNS  Denial of service
tables, router rules, or firewall  Door knob rattling
rules  Unusual time of usage
 Unexplained elevation or use of  Unusual usage patterns
privileges Operation of a  Unusual log file entries
program or sniffer device to  Presence of new setuid or
capture network traffic; setgid files Changes in system
 An indicated last time of usage directories and files
of a user account that does not  Presence of cracking utilities
correspond to the actual last  Activity during non-working
time of usage for that user hours or holidays
 A system alarm or similar  Other (Please specify)
indication from an intrusion
detection tool
 Altered home pages, which are
usually
the intentional target for visibility, or other
pages on the Web server
7. Details of unusual behavior/symptoms -
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8. Has this problem been experienced earlier? If yes, details -
9. Agencies notified -
Law Enforcement Private Agency Affected Product Other
Vendor
10. IP Address of apparent or suspected source -
Source IP address: Other information available:
11. How many host(s) are affected -
1 to 10 10 to 100 More than 100
12. Details of actions taken for mitigation and any preventive measure applied -
Page 168 of 236
Annexure- 22
CERT-Fin Advisory- 201155100308
TLP:AMBER
Advisory for Financial Sector Organisations- RBI and SEBI
Overview
It has been learnt that some of the financial sector institutions are availing or thinking of availing
Software as a Service (SaaS) based solution for managing their Governance, Risk & compliance
(GRC) functions so as to improve their cyber security posture. Many a time the risk &
compliance data of the institution moves cross border beyond the legal and jurisdictional
boundary of India due to the nature of shared cloud SaaS. While SaaS may provide ease of doing
business and quick turnaround, it also brings significant risk to the overall health of India's
financial sector with respect to data safety and security.
Description
If the following data sets fall in the hands of an adversary/cyber attacker, it may lead to
unprecedented increase in the attack surface area and weakening of Indian financial sector
infrastructure's overall resilience.
• Credit Risk Data
• liquidity Risk Data
• Market Risk Data
• System & Sub-System Information
• Internal & Partner IP Schema
• Network Topography & Design
• Audit/Internal Audit Data
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• System Configuration Data
• System Vulnerability Information
• Risk Exception Information
• Supplier Information & it's dependencies related Data
Solution
The Financial Sector organisations may be advised to protect such critical data using layered
defence approach and seamless protection against external or insider threat The organisations may
also be advised to ensure complete protection & seamless control over their critical system by
continuous monitoring through direct control and supervision protocol mechanisms while keeping
such critical data within the legal boundary of India.
The organisations may also be requested to report back to their respective regulatory authority
regarding compliance to this advisory.
It is requested that you may kindly keep CERT-In informed of the actions taken and periodically
provide the updated compliance to this advisory.
(It may be noted that TLP Amber means: limited disclosure, restricted to participants'
organizations.
When should be used: Sources may use TLP:AMBER when information requires support to be
effectively acted upon, yet carries risks to privacy, reputation, or operations if shared outside of
the organizations involved.
How may it be shared: Recipients may only share TLP:AMBER information with members of their
own organization, and with clients or customers who need to know the information to protect
themselves or prevent further harm. Sources are at liberty to specify additional intended limits of
the sharing: these must be adhered to.)
Page 170 of 236
Annexure-23
Dear Investor,
In case of any grievance / complaint against the RTA:
Please contact Compliance Officer of the RTA (Name and Address) / email-id
(xxx.@email.com) and Phone No. - 91- XXXXXXXXXX.
You may also approach CEO / Partner / Proprietor (Name) / email- id
(xxx.@email.com) and Phone No. - 91-XXXXXXXXXX.
If not satisfied with the response of the RTA you can lodge your grievances with
SEBI at http://scores.gov.in or you may also write to any of the offices of SEBI. For any
queries, feedback or assistance, please contact SEBI Office on Toll Free Helpline at
1800 22 7575 / 1800 266 7575.
Annexure 24
‘Escalation Matrix’
Details of Contact Person Address Contact No. Email Id Working hours
Customer Care
Head of
Customer Care
Compliance
Officer
CEO
Page 171 of 236
Annexure- 25
INVESTOR CHARTER- REGISTRARS TO AN ISSUE AND SHARE TRANSFER AGENTS (RTAs)
VISION
To be a trusted, transparent and prompt service provider to the investors, conforming to the
highest standards of compliance, confidentiality and professionalism in conduct, to meet the
obligation towards investors in Indian capital markets.
MISSION
• To maintain high standard of integrity in the conduct of business by fulfilling obligations in
a prompt, ethical and professional manner.
• To comply with all regulatory requirements in a time bound manner
• To facilitate prompt service to investors by and through streamlining the process and
harnessing technology
• To facilitate easy approach, communication and interface with investors so as to resolve
their queries I grievances
Services provided by RTA to investors
• Providing details of allotment and clarification on allotment.
• Processing change in /up-dation of the KYC details of the investors for physical holdings
like change of address/bank account details/ e-mail address
/telephone/mobile/ nomination and PAN).
• Processing and updating investor holding/title change requests viz name deletion,
transmission, transposition, issue of duplicate shares, dematerialization and rematerialisation of
securities.
• Processing of other requests, viz., recording of declaration w.r.t. exemption I lower tax
rates for TDS on dividend/interest, revalidation and reissue of dividend and interest instruments.
• Execution and intimation of other corporate actions viz., ESOPs, Dividend payment, Stock
split, Bonus issue and Merger/Demerger activities.
• Communication of Rights issue entitlements.
• Communication of Buyback, exit offer, takeover made by the company/ acquirer, and the
procedure to be followed by investor in respect of these issues
• Mandatory execution of transfer of shares and dividends to IEPF and transfer of
undelivered share certificates to Suspense account.
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• Process grievance received through mails and Letters and those through SCORES
also.
Timelines pertaining to various services provided by RTA
Sr Nature of Expected
No Service Timelines
(number of
days)
A Investor Service Request:
1 Processing of transmission request 21
2 Processing of issue of duplicate security certificate request 30
3 Processing of dematerialization request 15
4 Processing of remat request 30
5 Processing of Transposition request 15
6 I. Processing of request for change in I up-dation of
a. Name 30
b. Signature 30
c. Nomination 30
d. Contact details (Address, E-mail address and 15
Mobile
e. nBuamnkb earc)c ount details 15
II. Processing of request for Up-dation of PAN 15
7 Processing of Re-validation of dividend I interest I 15
redemption instruments and sending the remittance
request files to the bank I Company
B GrievanceRedressal
1 Providing response to the inquiries of the investors 21
and Redressal of Grievance
c Redressal of Grievance Other Operational activities
1 Allotment of securities (IPO) 6
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2 Intimation regarding distribution of corporate benefits
(dividend, bonus, stock Split)
15
a. E-mail communication
30
b. Physical communication
Rights of investors
• Receive all the benefits/ material information declared by the Company.
• Actively participate in the AGM I EGM of the company & E-voting events so as to
be a part of the decision making of the Company's business resolutions.
• In case of any grievances, approach RTA, Depository, Company, Stock Exchange
or SEBI for resolution within prescribed timelines.
Do Don’t
1. Encash dividend/Interest regularly to 1. Do not keep your folios without PAN.
avoid transfer of unclaimed amount/
underlying securities to IEPF. 2. Do not keep your folios without
nomination.
2. Follow up diligently and promptly if
you have not receive allotment 3. Do not deal with unauthorized persons
intimation/ certificate I dividend I for any investor service requests such
interest etc. as change in I up dation of address,
e-mail address, mobile number and
3. Ensure that your PAN is registered bank details.
with the RTA for all your folios.
4. Do not share security details, viz. folio
4. Ensure nomination is registered for all number, certificate number, distinctive
your securities to smoothen the number(s), bank details, specimen
transmission. signature, KYC documents, etc. with
unknown person(s).
5. Ensure that all KYC details viz full
postal address with PIN, mobile
number, e-mail address etc. are
updated to facilitate the RTA for
sending communication.
6. Ensure that correct and complete Bank
details are recorded with RTA to
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facilitate prompt electronic credit of
dividend I interest I redemption
amounts and eliminate possibility of
unclaimed amounts I underlying
securities being transferred to IEPF.
7. Promptly inform the RTA in writing and
complete required formalities in case of
loss of securities.
8. Ensure that the documents provided
for availing any investor service request
are complete in all respects and keep
copies of documents sent to the RTA.
9. Monitor all corporate
announcements pertaining to
investments made
Grievance Redressal - Modes and Escalation Mechanism
To Listed company /RTA
a) Investor shall check the website of listed company I RTA for the dedicated grievance
e-mail 10 and other relevant details of the grievance redressal division I compliance officer for
the purpose of registering grievances I complaints.
b) Investor can dial on help numbers or point of service of RTA for any query or concern.
c) For lodging the grievance, the investor can write to listed entity I RTA's dedicated e-mail
address or through physical letter.
d) While lodging a complaint it is necessary for investor to mention the following:
o Nature of Complaint
o Name of Issuer Company
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o Folio number
o Full Name of shareholder
o E-mail address and mobile number
o Reference to any previous correspondence made in this regard
o Provide the relevant documents and
o also update KYC and details, if there are any changes
e) Upon receipt of the complaint, RTA after due verification shall send intimation of redressal I
resolution of complaint via e-mail I physical letter as applicable within
30 days from the date of receipt of complaint.
To Stock Exchanges - Online registration of complaint/ grievance on stock exchanges:
a) The nature of the complaint that can be lodged against listed company has been given on the
websites of the Stock Exchange. Upon receipt of complaint, the stock exchange shall forward the
same to the concerned company with a copy to the complainant.
b) If the company fails to redress the complaint within 30 days, the exchange sends a reminder
to the company and follows up with the company and its respective RTA.
c) If the investor is not satisfied with the redressal I resolution of the complaint by the listed
company I RTA, investor can lodge the complaint on the SEBI SCORES.
Grievance Redressal Mechanism at SEBI
• Complaints can be lodged with SEBI electronically through SEBI Complaints Redress System
- SCORES (a web based centralized grievance redressal system of SEBI at
(https://scores.gov.in/scores/Welcome.html).
Annexure- 26
Data of complaints against RTAs to be displayed on their websites-
Page 176 of 236
Format for disclosing data of complaints on their website:
Data for the month ending
SN Received Carried Received Total Resolved* Pending at the end Average
from forward during Pending# of the month** Resolution
from the time/\
previous month (in days)
month
Pending Pending
for less for more
than 3 than 3
months months
1 2 3 4 5 6 7 8
1 Directly
from
Investors
2 SEBI
(SCORES)
3 Stock
Exchanges
(if relevant)
4 Other
Sources
(if any)
5 Grand
Total
*Should include complaints of previous months resolved in the current month, if any.
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**Should include total complaints pending as on the last day of the month, if any. “Average resolution time
is the sum total of time taken to resolve each complaint in the current month divided by total number of
complaints resolved in the current month.
Month – wise data for the current financial year*
SN Month Carried forward Received Resolved Pending
from previous
month
1 2 3 4 5 6
1 April, 20XX
2 May, 20XX
3 June, 20XX
4 and so on……
till the month
previous to the
reporting
month
Grand Total
Trend of annual (Financial Year) disposal of complaints (for 5 years on
rolling basis)*
SN Year Carried forward Received Resolved Pending
from
previous year
1 20XX-XX
2 20XX-XX
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3 20XX-
20XX
4 20XX-XX
5 20XX-XX
Grand
Total
*The data shall be emailed to rta@sebi.gov.in
ANNEXURE-27
Format for sending the
Designated e-mail ID for regulatory communication with SEBI
1. The file should be an excel file.
2. The name of the file and the subject of the email shall specify the type of intermediary and the
name of the intermediary. For example – “Registrar to an issue – ABC co. Ltd.”
3. The file shall contain the following details:
Name Address Category Registration No Designated Name of
email id compliance officer
The file shall be emailed to intermediary@sebi.gov.in
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Annexure-28
PRINCIPLES FOR OUTSOURCING FOR RTAS
1. An RTA seeking to outsource activities shall have in place a comprehensive policy to
guide the assessment of whether and how those activities can be appropriately
outsourced. The Board I partners (as the case may be) {hereinafter referred to as the "the
Board"} of the RTA shall have the responsibility for the outsourcing policy and related
overall responsibility for activities undertaken under that policy.
1.1 The policy shall cover activities or the nature of activities that can be outsourced, the
authorities who can approve outsourcing of such activities, and the selection of third party to
whom it can be outsourced. For example, an activity shall not be outsourced if it would impair
the supervisory authority's right to assess, or its ability to supervise the business of the RTA.
The policy shall be based on an evaluation of risk concentrations, limits on the acceptable
overall level of outsourced activities, risks arising from outsourcing multiple activities to the
same entity, etc.
1.2 The Board shall mandate a regular review of outsourcing policy for such activities in the
wake of changing business environment. It shall also have overall responsibility for ensuring
that all ongoing outsourcing decisions taken by the RTA and the activities undertaken by the
third-party, are in keeping with its outsourcing policy.
2 The RTA shall establish a comprehensive outsourcing risk management programme to
address the outsourced activities and the relationship with the third party.
2.1 An RTA shall make an assessment of outsourcing risk which depends on several
factors, including the scope and materiality of the outsourced activity, etc. The factors that could
help in considering materiality in a risk management programme include-
a. The impact of failure of a third party to adequately perform the activity on the financial,
reputational and operational performance of the RTA and on the investors I clients;
b. Ability of the RTA to cope up with the work, in case of non performance or failure by a third
party by having suitable back-up arrangements;
c. Regulatory status of the third party, including its fitness and probity status;
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d. Situations involving conflict of interest between the RTA and the third party and the
measures put in place by the RTA to address such potential conflicts, etc.
2.2 While there shall not be any prohibition on a group entity I associate of the
RTA to act as the third party, systems shall be put in place to have an arm's length distance
between the RTA and the third party in terms of infrastructure, manpower, decision-making,
record keeping, etc. for avoidance of potential conflict of interests. Necessary disclosures in
this regard shall be made as part of the contractual agreement. It shall be kept in mind that
the risk management practices expected to be adopted by an RTA while outsourcing to a related
party or an associate would be identical to those followed while outsourcing to an unrelated party.
2.3 The records relating to all activities outsourced shall be preserved centrally so that the
same is readily accessible for review by the Board of the RTA and I or its senior management,
as and when needed. Such records shall be regularly updated and may also form part of the
corporate governance review by the management of the RTA.
2.4 Regular reviews by internal or external auditors of the outsourcing policies, risk
management system and requirements of the regulator shall be mandated by the Board
wherever felt necessary. The RTA shall review the financial and operational capabilities
of the third party in order to assess its ability to continue to meet its outsourcing obligations.
3 The RTA shall ensure that outsourcing arrangements neither diminish its ability to
fulfill its obligations to customers and regulators, nor impede effective supervision
by the regulators.
3.1 The RTA shall be fully liable and accountable for the activities that are being outsourced
to the same extent as if the service were provided in-house.
3.2 Outsourcing arrangements shall not affect the rights of an investor or client against the
RTA in any manner. The RTA shall be liable to the investors for the loss incurred by them due
to the failure of the third party and also be responsible for redressal of the grievances received
from investors arising out of activities rendered by the third party.
3.3 The facilities I premises I data that are involved in carrying out the outsourced activity
by the service provider shall be deemed to be those of the registered RTA. The RTA itself and
Regulator or the persons authorized by it shall have the right to access the same at any point of
time.
3.4 Outsourcing arrangements shall not impair the ability of SEBI/SRO or auditors to
exercise its regulatory responsibilities such as supervision/inspection of the RTA.
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4 The RTA shall conduct appropriate due diligence in selecting the third party and in
monitoring of its performance.
4.11t is important that the RTA exercises due care, skill, and diligence in the selection of
the third party to ensure that the third party has the ability and capacity to undertake the provision
of the service effectively.
4.2 The due diligence undertaken by an RTA shall include assessment of:
a. third party's resources and capabilities, including financial soundness, to perform the
outsourcing work within the timelines fixed;
b. compatibility of the practices and systems of the third party with the RTA's requirements and
objectives;
c. market feedback of the prospective third party's business reputation and track
record of their services rendered in the past;
d. level of concentration of the outsourced arrangements with a single third party;
and
e. the environment of the foreign country where the third party is located.
5 Outsourcing relationships shall be governed by written contracts I agreements I terms
and conditions (as deemed appropriate) {hereinafter referred to as "contract"} that
clearly describe all material aspects of the outsourcing arrangement, including the
rights, responsibilities and expectations of the parties to the contract, client
confidentiality issues, termination procedures, etc.
5.1Outsourcing arrangements shall be governed by a clearly defined and legally binding written
contract between the RTA and each of the third parties, the nature and detail of which shall be
appropriate to the materiality of the outsourced activity in relation to the ongoing business of
the RTA.
5.2 Care shall be taken to ensure that the outsourcing contract:
a. clearly defines what activities are going to be outsourced, including appropriate service
and performance levels;
b. provides for mutual rights, obligations and responsibilities of the RTA and
the third party, including indemnity by the parties;
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c. provides for the liability of the third party to the RTA for unsatisfactory performance/other
breach of the contract
d. provides for the continuous monitoring and assessment by the RTA of the third party so
that any necessary corrective measures can be taken up immediately, i.e., the contract
shall enable the RTA to retain an appropriate level of control over the outsourcing and the right
to intervene with appropriate measures to meet legal and regulatory obligations;
e. includes, where necessary, conditions of sub-contracting by the third-party, i.e. the contract
shall enable RTA to maintain a similar control over the risks when a third party outsources to
further third parties as in the original direct outsourcing;
f. has unambiguous confidentiality clauses to ensure protection of proprietary and
customer data during the tenure of the contract and also after the expiry of the contract;
g. specifies the responsibilities of the third party with respect to the IT security and contingency
plans, insurance cover, business continuity and disaster recovery plans, force majeure
clause, etc.;
h. provides for preservation of the documents and data by third party;
i. provides for the mechanisms to resolve disputes arising from implementation of the
outsourcing contract;
j. provides for termination of the contract, termination rights, transfer of information and exit
strategies;
k. addresses additional issues arising from country risks and potential obstacles in exercising
oversight and management of the arrangements when RTA outsources its activities to foreign
third party. For example, the contract shall include choice-of-law provisions and agreement
covenants and jurisdictional covenants that provide for adjudication of disputes between the
parties under the laws of a specific jurisdiction;
I. neither prevents nor impedes the RTA from meeting its respective regulatory
obligations, nor the regulator from exercising its regulatory powers; and
m. provides for the RTA and /or the regulator or the persons authorized by it to have the ability
to inspect, access all books, records and information relevant to the outsourced activity with the
third party.
6 The RTA and its third parties shall establish and maintain contingency plans, including
a plan for disaster recovery and periodic testing of backup facilities.
6.1 Specific contingency plans shall be separately developed for each outsourcing arrangement,
as is done in individual business lines.
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6.2 An RTA shall take appropriate steps to assess and address the potential consequence
of a business disruption or other problems at the third party level. Notably, it shall
consider contingency plans at the third party; co-ordination of contingency plans at both
the RTA and the third party; and contingency plans of the RTA in the event of non-performance
by the third party.
6.3 To ensure business continuity, robust information technology security is a necessity. A
breakdown in the IT capacity may impair the ability of the RTA to fulfill its obligations to other
market participants/clients/regulators and could undermine the privacy interests of its
customers, harm the RTA's reputation, and may ultimately impact on its overall operational
risk profile. RTAs shall, therefore, seek to ensure that third party maintains appropriate IT
security and robust disaster recovery capabilities.
6.4 Periodic tests of the critical security procedures and systems and review of the back up
facilities shall be undertaken by the RTA to confirm the adequacy of the third party's systems.
7 The RTA shall take appropriate steps to require that third parties protect
confidential information of both the RTA and its customers from intentional or inadvertent
disclosure to unauthorised persons.
7.1An RTA that engages in outsourcing is expected to take appropriate steps to protect its
proprietary and confidential customer information and ensure that it is not misused or
misappropriated.
7.2 The RTA shall prevail upon the third party to ensure that the employees of the
third party have limited access to the data handled and only on a "need to know" basis and the
third party shall have adequate checks and balances to ensure the same.
7.3 1n cases where the third party is providing similar services to multiple entities, the RTA
shall ensure that adequate care is taken by the third party to build safeguards for data
security and confidentiality.
8 Potential risks posed where the outsourced activities of multiple RTAs are concentrated
with a limited number of third parties.
In instances, where the third party acts as an outsourcing agent for multiple RTAs, it is the duty
of the third party and the RTA to ensure that strong safeguards are put in place so that
there is no co-mingling of information /documents, records and assets.
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Annexure-29
Standard Operating Procedure – Regulatory Sandbox
Applicability
1. All entities registered with SEBI under section 12 of the SEBI Act 1992, shall be eligible
for testing in the regulatory sandbox. The entity may apply either on its own or in
partnership with any other entity. In either scenarios, the registered market participant
shall be treated as the principal applicant, and shall be solely responsible for testing of
the solution.
Stages of Sandbox Testing
2. The details of the stages of sandbox testing are as below:
2.1. Stage–I: SEBI will approve the limited set of users as proposed by the applicant for
testing in Stage-I. During the stage-I testing, applicant shall use limited and identified set of
users with maximum cap on users based on the requirement of the applicant duly approved
by SEBI on case to case basis. These users will be required to provide positive consent
including their understanding of the risks of using the solution.
2.2. Stage–II: During the stage-II testing, applicant shall test with larger set of identified users
with maximum cap on users based on the requirement of the applicant duly approved by
SEBI on case to case basis. These users will be required to provide positive consent
including their understanding of the risks of using the solution.
Eligibility Criteria for the project
3. Stage-I Eligibility Criteria: The Stage-I eligibility criteria shall be as follows:
3.1. SEBI Registration: The applicant should be an entity registered with SEBI under
section 12 of the SEBI Act 1992. The entity may apply either on its own or in partnership with
any other entity. In either scenario, the registered market participant shall be treated as the
principal applicant, and shall be solely responsible for all aspects of participation in the
Regulatory Sandbox.
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3.2. A. Genuine need to test: The applicant should have a genuine need for live testing the
solution on real users. The applicant should provide justification that testing in test
environment with test data is not enough.
B. Genuine need for relaxation: The applicant should provide justification that the solution
cannot be deployed without relaxations in certain regulations being sought.
3.3. Compliance to the objective of the Regulatory Sandbox: The solution should be
pertaining to the securities market and should be either new innovative solutions or a solution
for performing existing services in better way by improving the existing processes or
facilitating inclusion.
3.4. Benefits to users: The solution should offer identifiable benefits (direct or indirect) to
the users and/or to the securities market as a whole.
3.5. Testing readiness of the solution: The applicant should have necessary resources to
support testing in the sandbox and must demonstrate well developed testing plans with clear
objectives, parameters and success criteria.
3.6. Safeguards to mitigate potential risks to the financial system: The solution should
have proper risk management strategy to incorporate appropriate safeguards to mitigate and
control potential risks to any market participants/users that may arise from the testing of the
solution and shall propose appropriate safeguards to manage the risks and contain the
consequences of failure.
4. An applicant is eligible for Stage-II after completing minimum 90 days in the Regulatory
Sandbox testing.
5. Stage- II Eligibility Criteria: The Stage-II criteria shall be as follows:
5.1. Adequate Progress: The applicant should demonstrate that they have achieved
adequate progress and are on track with their testing plan.
5.2. Compliance to the objective of the Regulatory Sandbox: The applicant should
provide justification that they are complying with the objective of the Regulatory Sandbox.
5.3. Reviews of the Risks observed during Stage-I testing: The applicant should submit
the details of the risks observed during stage-I testing along with the steps taken to mitigate
those risks.
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5.4. Safeguards to mitigate potential risks: The applicant should provide the list of
appropriate safeguards to manage the risks and contain the consequences of failure.
5.5. Users feedback: The applicant should present summary of the feedback received from
the users participated during stage-I of the Regulatory Sandbox testing highlighting the
adverse feedbacks and steps taken to address the same.
5.6. Deployment post-testing: The applicant should present the intention and ability to
deploy the solution on a broader scale. To this effect the applicant should share a proposed
sandbox exit strategy.
Application and Approval Process
6. The applicant shall ensure that the specified eligibility criteria are satisfied while submitting
the application as per Annexure-29A to SEBI. The application form shall be signed by the
Chief Executive Officer (CEO) of the applicant or officer duly authorized by the CEO or
compliance officer. The complete application must be submitted to:
Chief General Manager,
Market Intermediaries Regulation and Supervision Department -2
SEBI Bhavan II BKC, Plot No. C-7, G-Block, Bandra Kurla Complex,
Bandra (E), Mumbai – 400051
Or
By email at regulatorysandbox@sebi.gov.in
7. Thereafter, the application shall be forwarded to the relevant department of SEBI for
processing. SEBI shall communicate with the applicant during the course of evaluating the
sandbox application, and during the testing phase. The status of the applications shall be
published on SEBI website.
8. At the “Application Stage”, SEBI shall review the application and inform of its potential
suitability for a sandbox preferably in 30 working days from the submission of the complete
application and further information as desired by SEBI. SEBI may issue guidance to the
applicant according to the specific characteristics and risks associated with the proposed
solution. SEBI may also consult its Committee on Financial and Regulatory Technologies
(CFRT) or Regulatory Sandbox Sub-committee, if necessary, to evaluate the application.
9. At the “Evaluation Stage”, SEBI shall work with the applicant to determine the specific
regulatory requirements and conditions (including test parameters and control boundaries)
to be applied to the proposed solution in question. The applicant shall then assess if it is able
to meet these requirements. If the applicant is able and willing to meet the proposed
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regulatory requirements and conditions, the applicant shall be accepted in Stage-I and
granted permission to develop and test the proposed Innovative solution(s) in the sandbox.
10. Upon approval, the applicant shall apply for the limited certificate of registration of that
particular category of intermediary for which the applicant seeks to test the innovative
solution along with a token fees of `10,000.
11. SEBI shall review and approve the application and allot a registration number to the
applicant with the validity of maximum of 12 months.
12. Once registration is allotted to the applicant, the application shall proceed towards the
“Stage- I Testing Stage”. The applicant shall disclose to its users that the solution shall
operate in a sandbox and the potential key risks associated with the solution. The applicant
is also required to obtain the users’ positive consent that they have read and understood the
risks before any transactions separately for both Stage-I and Stage-II.
13. During the Stage-I testing stage, the applicant shall take prior approval from SEBI to
effect any material changes to the solution.
14. The applicant shall assign a contact person to coordinate with a designated officer of
SEBI.
15. An applicant is eligible for Stage-II after completing minimum three (3) months in the
Regulatory Sandbox testing.
16. If applicant wishes to apply for Stage-II, the applicant should submit the application as
per Annexure-29B to SEBI.
17. The application shall be evaluated on the eligibility criteria mentioned for Stage-II.
Applicants may be required to make a presentation to the Regulatory Sandbox sub-
committee either physical or through online mode.
18. If approved, applicant enters stage-II of Sandbox testing: Applicant shall be able to test
on users with maximum cap on users based on the requirement of the applicant duly
approved by SEBI. These users will be required to provide positive consent including their
understanding of the risks of using the solution.
19. The applicant must submit monthly reports as mentioned in the Section: “SUBMISSION
OF TEST RELATED INFORMATION AND REPORTS”. These monthly reports would be
reviewed by SEBI. If the progress of the applicant is not satisfactory then, SEBI may revoke
the approval to participate in the sandbox.
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20. The total duration of the sandbox testing stage (including Stage-I and Stage-II) shall be
a maximum of twelve (12) months and extendable upon request of the applicant duly
approved by SEBI.
21. In case an application is rejected at any stage, the applicant shall be informed
accordingly. The reasons for rejection could include failure to meet the objective of the
sandbox or any of the eligibility criteria. The applicant may re-apply for the sandbox when it
is ready to meet the objective and eligibility criteria of the sandbox, subject to an appropriate
cooling off period as decided by SEBI.
Evaluation Criteria
22. The applicant may be evaluated using a scoring process by SEBI, inter alia, based on
the parameters given below:
22.1. STAGE-I Evaluation Criteria:
22.1.1. Profile of the applicant
22.1.2. Genuine need to test
22.1.3. Genuine need for relaxation
22.1.4. Solution should be either new solution or improvement in the existing processes
22.1.5. Identified benefits to the users and/or the securities/commodities markets
22.1.6. Compilation of meaningful test scenarios and expected/desired outcomes
22.1.7. Risk measured/graded testing conditions and parameters so as to ensure safety and
protection of the markets/users
22.1.8. Risk mitigation for high risk testing conditions and parameters
22.1.9. Appropriate disclosure requirements and protection to their users
22.1.10. Clearly defined grievance redressal mechanism and user rights
22.1.11. Adequate disclosure of the potential risks to participating users
22.1.12. Prior confirmation from users that they fully understand and accept the attendant
risks
22.1.13. Intent and feasibility to deploy the proposed Innovative solution post testing
22.1.14. The withdrawal strategy (in the event the tests are not successful) including for
participating users
22.1.15. Any other factors considered relevant by SEBI
22.2. STAGE- II Evaluation Criteria:
22.2.1. Applicant has achieved adequate progress in stage –I testing
22.2.2. Review of the risks observed during stage –I testing
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22.2.3. Review of the steps taken to mitigate the risks
22.2.4. Appropriate safeguards to manage the risks and contain the consequences of failure
22.2.5. User feedback during stage-I testing
22.2.6. Intent and feasibility to deploy the proposed Innovative solution post testing
22.2.7. The deployment and monitoring strategy post testing (in the event the tests are
deemed successful) or the withdrawal strategy including for participating users (in the event
the tests are not successful)
Regulatory Exemptions
23. To encourage innovation with minimal regulatory burden, SEBI shall consider
exemptions/ relaxations, if any, which could be either in the form of a comprehensive
exemption from certain regulatory requirements or selective exemptions on a case-by-case
basis, depending on the Innovative solution to be tested.
24. Within the overarching principles of market integrity and investor protection, no
exemptions would be granted from the extant investor protection framework, Know-Your-
Customer (KYC) and Anti-Money Laundering (AML) rules.
25. Entities desirous of participating in sandbox shall make an application, including
exemption / relaxation being sought from relevant provisions of the applicable regulatory
framework.
26. The registration granted by SEBI to all entities registered with SEBI under Section 12 of
the SEBI Act, 1992 is activity based. An entity which is registered with SEBI for a particular
activity is authorized to carry out activity in that domain. In order to enable the cross domain
testing of innovative solutions, an existing registered entity would be required to first obtain
a limited certificate of registration for the category of intermediary for which it seeks to test
the Innovative solution(s).This concept of limited registration shall facilitate the entities to
operate in a Regulatory Sandbox without being subjected to the entire set of regulatory
requirements to carry out that activity.
27. Accordingly, regulatory relaxations from various SEBI regulations may be provided after
analyzing specific sandbox testing applications. A reference list is given at Annexure-29C
with examples of the regulatory requirements that will be mandatory and those for which
SEBI may consider granting relaxation during the sandbox testing.
28. SEBI has notified SEBI Regulatory Sandbox (Amendment) Regulations, 2020 so as to
enable the grant of relaxation(s)/exemption(s), as may be deemed fit, while granting such
limited certificate of registration.
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Submission of Test Related Information and Reports
29. The Sandbox applicant must submit project plan along with the Application Form for
participation in Regulatory Sandbox. The project plan shall include timelines and milestones
of major activities.
30. During the testing period (both Stage-I and Stage-II), SEBI may require the applicant to
submit information/reports on monthly basis including:
i) Key performance indicators, milestones and statistical information
ii) Key issues arising as observed from fraud or operational incident reports
iii) Actions or steps taken to address the key issues identified above
iv) Any other information relevant to SEBI.
31. The sandbox applicants must submit a final report containing the following information
to SEBI within 30 calendar days from the expiry of the Stage-II testing period:
i) Key outcomes, key performance indicators against agreed measures for the success or
failure of the test and findings of the test
ii) A full account of all incident reports and resolution of user complaints, if any
iii) Key learnings from the test
32. The monthly and final reports must be confirmed by the Chief Executive Officer (CEO)
of the applicant or officer duly authorized by the CEO or the compliance officer.
33. The sandbox applicant must ensure that proper records of the conducted tests are
maintained for review by SEBI. Further, the applicant shall also maintain such records for a
period of three (3) years from the date of completion of testing/ exit from the sandbox.
Obligations of the Applicant towards the User
34. The applicant shall ensure that before signing up, the user has read the full
documentation provided by the applicant and confirm that he/she is aware of the risks of
using the solution and if asked by SEBI, submit the user consent form in the format
prescribed in Annexure-29D.
35. Right of the users participating in the sandbox:
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35.1. The applicant shall ensure that users participating in the sandbox have the same
protection rights as the ones participating in the live market except for the specific provisions
mentioned in the user consent form and relaxations granted under regulatory sandbox.
35.2. The applicant shall take liability / indemnity insurance of an adequate amount and
period to safeguard the users participating in the sandbox. The adequacy of indemnity cover
shall depend on determination of the maximum liability based on, among others, (i) maximum
exposure to a single user (ii) the number of claims that could arise from a single event
(potential for multiple claims); and (iii) number of claims that might be expected during the
policy period. The policy cover shall begin with the start of testing stage and end three
months after exit of the sandbox entity from the regulatory sandbox.
35.3. Users shall have the right to revoke the consent.
35.4. In case of exit by some users, the applicant may take additional users within the
permissible cap of users.
36. The applicant should publish clearly defined grievance redressal mechanism to address
any of the grievances of the users participating in the sandbox.
37. The users may also use SEBI Complaint Redressal System (SCORES) for registering
their grievances/ complaints.
Exiting and Withdrawing from the Sandbox
38. The applicant is required to submit exit strategy which would be applicable during
successful testing and withdrawal strategy which would be applicable during unsuccessful
testing as per below:
38.1. Exit Strategy: The applicant shall provide exit strategy which shall be applicable in the
event of successful testing. This shall incorporate the post-testing strategy and deployment
of the solution on a broader scale. The exit strategy shall include following:
38.1.1. Process of notification to the existing users of the completion of the sandbox testing
and informing them on the necessary steps to be taken.
38.1.2. Proposed steps for deployment of the solution on a broader scale.
38.1.3. How the current position of the existing users shall be taken care while migrating to
live environment.
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38.1.4. The applicant needs to mention what regulatory changes are expected to enable the
applicant to launch their solution in the live market post completion of the sandbox testing.
38.2. Withdrawal Strategy: The applicant shall provide withdrawal strategy which shall be
applicable in the event the tests are not successful or applicant wants to discontinue the
sandbox testing or SEBI revokes the approval to participate in the sandbox as per the”
Revocation of the Approval” clause of this document. The withdrawal strategy shall include
following:
38.2.1. Process of notification to the existing users regarding the termination of the sandbox
testing and informing them on the necessary steps to be taken.
38.2.2. Settling/ transferring etc. of the current position of the existing users within 15 days
of the initiation of the withdrawal strategy, as may be applicable.
38.2.3. Refund of any dues to the existing users within 15 days of the initiation of the
withdrawal strategy.
39. At the end of the Stage-II testing period, the permission granted to the applicant as well
as the legal and regulatory requirements relaxed by SEBI, shall expire.
40. Upon completion of testing,
i) SEBI shall decide whether to permit the innovation to be introduced in the market on a
wider scale. Where allowed, applicants intending to carry out regulated businesses shall be
assessed based on applicable licensing, approval and registration criteria under various
SEBI regulations, as the case may be.
41. The applicant may withdraw from the sandbox on its own by giving a prior notice to SEBI,
in writing, of its intention to withdraw from the sandbox.
42. The applicant shall ensure that any existing obligation to the users of the Innovative
solution(s) in the sandbox are completely fulfilled or addressed before withdrawing from the
sandbox or before discontinuing the sandbox testing.
43. The applicant is required to maintain records of acknowledgement of all its users stating
that all the obligations towards the users have been met. These records shall be maintained
by the applicant for a period of three (3) years from the date of withdrawal from the sandbox.
Revocation of the Approval
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44. SEBI may revoke an approval, to participate in the sandbox, at any time before the end
of the testing period, if the applicant:
i) Fails to carry out risk mitigants.
ii) Submits false, misleading or inaccurate information, or has concealed or failed to disclose
material facts in the application
iii) Contravenes any applicable law administered by SEBI or any applicable law in India or
abroad
iv) Unsatisfactory progress
v) Suffers a loss of reputation
vi) Undergoes or has gone into liquidation
vii) Compromises the digital security and integrity of the service or product or elevates the
risk of a cyber-security attack
viii) Carries on business in a manner detrimental to users or the public at large
ix) Fails to effectively address any technical defects, flaws or vulnerabilities in the product,
service or solution which gives rise to recurring service disruptions or fraudulent activities
x) Fails to implement any directions given by SEBI
xi) Not in the interest of users or securities market
xii) Fails to adhere to the general requirements of Market Infrastructure Institutions (MIIs)
etc.
45. In addition to revocation of approval for participating in the sandbox, appropriate actions
under relevant regulatory framework may be initiated against the applicant in case solution
provided by the applicant under the regulatory sandbox framework facilitates the following:
i) Undermining of Know Your Customer (KYC) principles
ii) Violation of users’/investors’ privacy
iii) Promotion/ facilitation of sale of fraudulent/illegal products or services
iv) Promotion/ facilitation of mis-selling of products or services
v) Violation of Anti-Money Laundering (AML) norms
vi) Creation of risk to market integrity
vii) Theft of intellectual property
viii) Not in the interest of users/ investors or securities market
46. If SEBI proposes to revoke the approval granted to an applicant to participate in the
sandbox, then SEBI shall:
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i. immediately suspend trials on new users i.e. not permitting new users to sign up for using/
testing the solution and give a notice to the applicant of the intention of SEBI to revoke the
approval detailing the grounds for such an intention;
ii. provide an opportunity to the applicant to respond to SEBI on the grounds for revocation;
and
iii. dispose of the notice through a speaking order.
47. Notwithstanding anything contained in paragraph 46 above, where SEBI is satisfied that
in the interest of the applicant, its users or the securities market, revocation is necessary, it
may revoke the approval immediately and issue a notice of revocation containing grounds
for revocation, after the effective date of revocation. If the response of the applicant is found
to be satisfactory, then SEBI may reinstate the approval and allow the applicant to continue
participating in the Regulatory Sandbox.
48. Upon revocation of an approval, the applicant must:
i) Immediately implement its withdrawal plan to cease the provision of the product, process,
service or solution to new and existing users;
ii) Notify its users about the cessation and their rights to grievance redressal, as applicable;
iii) Comply with obligations imposed by SEBI to dispose of all confidential information
including user’s personal information collected over the duration of the testing;
iv) Submit a report to SEBI on the actions taken, within 30 days from the revocation;
v) Comply with any other directions given by SEBI.
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Annexure-29A
REGULATORY SANDBOX APPLICATION FORM – STAGE- I:
1. Applicant’s Information
Sr. Description Response
No.
1.1 Name of the Entity/ Organization
1.2 SEBI Registration no.
1.3 Name of the Authorized Representative
1.4 Designation
1.5 Contact No
1.6 Email id
2. Details of other entity involved, if any
Sr. Description Response
No.
2.1 Provide a brief description of other entity and its
core businesses including but not limited to:
a. registration with other regulators,
b. affiliation to prominent societies,
c. Accreditations,
d. significant achievements
e. financial standing including avenues for
funding f. Profile of key personnel
2.2 Does the entity has a presence in India? If yes then
please provide details.
2.3 Is the entity’s business is already active abroad? If yes
then please provide details.
2.4 Current orders or proceedings against the entity in India
and abroad (if any)
3. About the proposed solution
Sr. Description Response
No.
Page 196 of 236
3.1 Provide a short summary of the proposed solution to be
tested in the sandbox including but not limited to:
a. Objective of the proposed Innovative solution or
the statement of purpose
Page 197 of 236
b. Key benefits to the users and markets
c. Business Model, including asset deployment and
sources of revenue
d. Target users
e. Compliance
obligations f. Time
period for testing
3.2 Sumg.m aCryo omf pthliaen tceec hton itchael soobljuetciotinv ein ocfl uthdein Rg ebguut lnaotot rlyim Sitaendd tboo: x
a. Technical architecture
b. Usage of Artificial Intelligence and Machine
Learning, if any
c. Cyber resilience: VAPT results, if any
d. Certification from Common Criteria Recognition
Arrangement (CCRA), if any
e. Business Continuity Plan, if
any f. Any other certifications,
if any
3.3 With respect to the genuine need to test , please provide why
testing in test environment with test data is not enough and it is
required to test the solution on real users on live environment
3.4 Awareness of similar offering in other countries or for other
than securities/commodities markets
4. Sandbox
Sr. Description readiness Response
No.
4.1 Illustrate the aspect of the Innovative solution that will
be tested
4.2 The test criteria and expected outcomes
4.3 Describe the use case that will be tested in the sandbox
4.4 Define success for a test and the Key Performance
Indicators that will indicate a successful test
4.5 Probable start and end date of sandbox testing
Page 198 of 236
4.6 Details of users including but not limited to:
a. Maximum number of participating
users b. Profile of users (retail,
institutional, etc.)
c. Process for enrollment and acquisition of users
Page 199 of 236
d. Requirement of KYC
e. User awareness required/conducted
f. Whether consent required /has consent been obtained
g. Arrangements to limit loss if applicable e.g. Margin,
stop loss thresholds etc.
h. User compensation if
any i. Value at risk per
user
j. Transaction thresholds per user
4.7 Risk assessment and mitigation options including but
not limited to:
a. Failure of sandbox
testing b. Financial loss to
the users
c. Cyber attack
d. AML and terrorism financing
4.8 Any instance of a legal and regulatory non-compliance for
any other regulator during the sandbox testing
5. Legal and Regulatory Assessment: other regulators
5.1 Legal and regulatory status (registration,
licensing, authorization, approval, recognition
etc.)
5.2 Legal opinion sought on the proposed Innovative solution,
if any
5.3 Relevant license to deploy the proposed solution in
the production environment? Please provide the
details
6. Deployment post-testing
6.1 Describe how the regulatory requirements will be met
post successful sandbox testing
6.2 Please provide a pan-India deployment strategy, post
successful sandbox testing
6.3 Please provide a clear strategy to monitor the outcomes in
the live scenario
Page 200 of 236
6.4 Please provide withdrawal strategy if the deployed
solution turns unviable and the tests are unsuccessful
including action
plan for participating users who had joined the sandbox
7. Relaxation of SEBI regulations and guidelines
7.1 Outline the list of rules, regulation, guidelines, circulars etc.
of
SEBI that, as per the applicant, may act as an impediment to
the proposed Innovative solution, along with detailed rationale
7.2 Is SEBI to relax any specific regulatory requirements, for
the duration of the sandbox? Please provide the details
along with
detailed rationale
7.3 In the event of a successful test and before exit from the
sandbox, provide details on how SEBI’s regulatory
requirements shall be complied with.
7.4 The applicant needs to mention what regulatory changes are
expected to enable the applicant to launch their solution in the
live market post completion of the sandbox testing.
Enclosures with Annexure- 29A
 Copy of Certificate of SEBI Registration
 Letter of undertaking that the applicant is not blacklisted or debarred by any Govt.
department due to breach of general or specific instructions, corrupt or
fraudulent or any other unethical business practices.
 Letter of undertaking declaring that the applicant accepts that in case of any violation as
detailed under clause 45 of Annexure-29, SEBI may initiate appropriate action against
the applicant such as debarment, monetary penalty, prosecution etc.
 Project Plan including timelines and milestones of major activities.
 Positive consent of users who would be participating in the sandbox testing as per the
format prescribed in Annexure-29D.
Page 201 of 236
Annexure-29B
REGULATORY SANDBOX APPLICATION FORM: STAGE –II
1. Applicant’s Information
Sr. Description Response
No.
1.1 Name of the Organization
1.2 SEBI Registration no.
1.3 Name of the Authorized Representative
1.4 Designation
1.5 Contact No
1.6 Email id
1.7 Date of Submission of Application Form for STAGE-I
2. About the proposed solution
Sr. Description Response
No.
2.1 Please submit the details of the risks observed during Stage-I
testing along with steps taken to mitigate those risks
2.2 Please provide the adverse feedback received from the users
participated during Stage-I and steps taken to address the
same
3. Sandbox readiness during Stage-II
Sr. Description Response
No.
3.1 The test criteria and expected outcomes
3.2 Describe the additional use case that will be tested in
the sandbox based on the learning from Stage-I testing
3.3 Define success for a test and the Key Performance
Indicators that will indicate a successful test
3.4 Probable start and end date of sandbox testing
Page 202 of 236
3.5 Details of users including but not limited to:
a. Number of participating users
b. Profile of users (retail, institutional, etc.)
c. Process for enrollment and acquisition of
users d. Requirement of KYC
e. User awareness required/conducted
f. Whether consent required /has consent been obtained
g. Arrangements to limit loss if applicable e.g. Margin,
stop loss thresholds etc.
h. User compensation if
any i. Value at risk per
user
j. Transaction thresholds per user
3.6 Risk assessment and mitigation options including but
not limited to:
a. Failure of sandbox
testing b. Financial loss to
the users
c. Cyber attack
d. AML and terrorism financing
4. Deployment post-testing
4.1 Describe how the regulatory requirements will be met
post successful sandbox testing
4.2 Please provide a pan-India deployment strategy, post
successful sandbox testing
4.3 Please provide a clear strategy to monitor the outcomes in
the live scenario
4.4 Please provide withdrawal strategy if the deployed solution
turns unviable and the tests are unsuccessful including action
plan for participating users who had joined the sandbox
Page 203 of 236
Enclosure with Annexure-29B
 Positive consent of users who would be participating in the sandbox testing as per
the format prescribed in Annexure-29D.
Annexure-29C
REQUIREMENTS WHICH WILL NOT BE RELAXED AND WHICH MAY MERIT
RELAXATION: (FOR ILLUSTRATIVE PURPOSE)
a. Requirements for which relaxation will not be considered
i. Fit and proper criteria of applicant and partner
ii. Principles of KYC of clients
iii. Prevention of money laundering and countering the financing of terrorism.
iv. Confidentiality of customer/user information
v. Risk checks (like price check, order value check, etc.)
vi. Handling of user’s moneys and assets by intermediaries beyond the existing
regulations
b. Requirements that may merit relaxation
i. Net worth of applicant
ii. Financial soundness of applicant
iii. Track record of applicant
iv. Registration fees
v. SEBI Guidelines, such as technology risk management guidelines and outsourcing
guidelines
Page 204 of 236
Annexure-29D
USER CONSENT FORM FOR PARTICIPATING IN THE REGULATORY SANDBOX
Organization Name [Sandbox Applicant]: ______________________________
Name of the user participating in the Sandbox testing: __________________________
1. I hereby agree to participate in the sandbox testing conducted by the abovementioned
sandbox applicant.
2. I have been fully informed about the purpose of the test.
3. I have read the full documentation provided by the sandbox applicant and confirm that
I am aware of the risks of using the solution and know that I may lose my investment.
4. I am also aware that my participation in the testing will be only till the approved duration
of the sandbox testing and SEBI may revoke approval to participate sandbox testing as per
“Revocation of the Approval” clause of the Standard Operating Procedure of the Regulatory
Sandbox.
5. I understand that participation in this sandbox testing is voluntary.
6. I also confirm that the applicant has published and I have read and agreed to the
grievance redressal mechanism to address any of the grievances which I might have,
related to participating in the sandbox.
7. I note that certain exemptions have been given to the sandbox applicant under regulatory
sandbox which limits my level of protection in the market.
8. I have read and understood the exit and withdrawal strategy proposed by the applicant
which shall be applicable in the event of successful and unsuccessful testing.
9. I understand and agree that in the event of any claim for financial loss or damages
arising from participating in the sandbox testing, I shall pursue the same only against the
applicant before the appropriate forum or court of law.
10. I understand and agree that I can revoke my consent during the middle of testing.
By signing below I acknowledge that:
I have fully understood the above mentioned statements and give my consent for
participation in the Regulatory Sandbox testing.
Signature of the User: ______________ Date: _______________
Page 205 of 236
Annexure 30
MODEL TRIPARTITE AGREEMENT BETWEEN THE ISSUER, EXISTING SHARE
TRANSFER AGENT AND NEW SHARE TRANSFER AGENT
This Tripartite Agreement (hereinafter referred to as the "Agreement") is entered into on
this ________ day of ________ 20 at ______________ between
_______________________________________________ (name of the Issuer), a
Company incorporated and registered under the provisions of the Companies Act, 2013
or under any previous company law and having its Registered Office at
__________________________________________________________ (address)
(hereinafter referred to as the "Issuer"), which expression shall, unless repugnant to the
context or meaning thereof, be deemed to mean and include its executors, administrators,
legal representatives and successors in title, as the case may be, of the First Part;
And
______________________________________________ (name of the Existing STA)
(Securities and Exchange Board of India registered share transfer agent) and having its
Registered office at ------------------------------------------------------------------------------------------
(hereinafter referred to as the "Existing STA"), which expression shall, unless repugnant
to the context or meaning thereof, be deemed to mean and include its executors,
administrators, legal representatives and successors in title, as the case may be, of the
Second Part;
And
_______________________________________________ (name of the New STA)
(Securities and Exchange Board of India registered share transfer agent) and having its
Registered office at ----------------------------------------------------------------------------------------
(hereinafter referred to as the "New STA"), which expression shall, unless repugnant to
the context or meaning thereof, be deemed to mean and include its executors,
administrators, legal representatives and successors in title, as the case may be, of the
Third Part;
Page 206 of 236
WHEREAS
1. The Issuer is listed on _______________ and ___________________ (name
of the stock exchange/s) and has number of shareholders and has to
render services relating to transfer, transmission etc, in accordance with its Article
of Association.
2. The Issuer had an agreement dated ___________ with the Existing STA to
render services to its shareholders. The Issuer vide its letter dated __________
has given notice to the Existing STA to discontinue its services and has appointed
New STA w.e.f.__________________ as per the Board Resolution dated
3. The New STA is a Securities and Exchange Board of India registered share
transfer agent having registration no: ________________ and the Issuer has
approached the New STA to act as its share transfer agent and the New STA has
accepted the assignment.
4. In terms of regulation 9A (1) (b) Securities and Exchange Board of India (Registrar
to an Issue and Share Transfer Agent) Regulations, 1993, the New STA and the
Issuer have entered into an agreement dated ______
5. In terms of regulation 7(4) of Securities and Exchange Board of India (Listing
Obligation and Disclosures Requirements) Regulations, 2015, the Issuer is
required to enter into an Agreement with the Existing STA and New STA at the
time of change of the Existing STA.
NOW THEREFORE the Issuer, the Existing STA and the New STA do hereby agree as
follows:
6. The cut-off date for the purposes of this agreement shall be __________ and the
discontinuation of work by the Existing STA shall be _______________which shall
be mutually agreed among the parties. The parties may agree on different cut-off
dates for different activities which shall be specified in the Annexure-30A.
7. In terms of Clause 23 of Code of Conduct for Registrar to an Issue and Share
Transfer Agents as given in Schedule III of regulation 13 of Securities and
Exchange Board of India (Registrars to an Issue And Share Transfer Agents)
Regulations, 1993, the Existing STA has handed over all the records/ data and
documents which are in its possession in its capacity as a share transfer agent to
the New STA/ Issuer, within one month from the date of termination of agreement
of Existing STA/ date of appointment of New STA.
Page 207 of 236
8. The Issuer has obtained "No Objection Certificate" (in prescribed format of the
depositories) from Existing STA. (If any regulatory order has been passes against
Existing STA, "No Objection Certificate" from Existing STA for shifting of ISIN will
not be required.) and has paid all outstanding dues to existing STA after handover.
9. The Issuer had appointed an independent auditor to carry out sample check of the
records/ data and documents to be handed over by Existing STA. It shall be
responsibility of the Existing STA to certify and ensure completeness of all records
of the Issuer (stored in Physical and/or electronic form) at the time of handover.
10. The Existing STA had allowed the auditors appointed by the Issuer and New STA
to inspect the records/ data and documents to be handed over to the New STA/
Issuer.
11. The Existing STA has handed over the records/ data and documents of previous 3
years to New STA prior to the cut-off date and rest of the records/ data and
documents, if any, have been handed over to the Issuer.
12. The Issuer and the Existing STA have ensured that all records/ data and
documents along with computer data have been properly handed over to the New
STA.
13. The Existing STA had handed over the check list as per Annexure-30A to the New
STA prior to the audit. The Existing STA has handed over the records/ data and
documents (as per Annexure-30A) duly catalogued and indexed to the New STA
under intimation to the Issuer. The Existing STA has elaborately listed out all the
missing records/ data and documents in the Annexure-30A enclosed. The Existing
STA has also mentioned whether the said records/ data and documents were
missing at the time of their appointment as share transfer agent or the same were
handed over to them by the Issuer/ previous share transfer agent and records/
data and documents have been subsequently misplaced at their end.
14. The New STA has acknowledged the receipt of the records/ data and documents
and has performed a sample check on the records/ data and documents.
15. The discrepancies, if any, have been brought to the notice of Existing STA and the
Issuer and have been incorporated in the Annexure-30A.
16. The capital reconciliation of the Issuer (i.e. Issued Capital = NSDL holding + CDSL
holding + physical shareholding) has been be carried out by the New STA. The
Existing STA has provided such capital reconciliation for data being handed over
as on cut-off date.
17. The New STA shall process various investor requests by using the data as
provided by the Existing STA in good faith.
18. The Existing STA has provided its full co-operation to resolve the discrepancies in
the records/ data and documents and has provided reasonable and clear explanation
for discrepancies in the records/ data and documents, if any.
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19. The Existing STA has extended necessary co-operation for shifting of ISIN to New STA
as also for conversion of soft data as per file formats required for seamless loading
by the New STA, to resolve gaps and/ or discrepancies observed in the records/ data
and documents being handed over.
20. The Existing STA has fully co-operated with the New STA and Issuer during the
transition period for the change of share transfer agent.
21. The Existing STA has performed all the activities of share transfer agent till cut-off
date.
22. All the liabilities/ responsibilities prior to cut-off date pertaining to share transfer
work shall be borne by the Issuer/ Existing STA, as applicable. The New STA will
not under any circumstance be held liable/ responsible for the said period.
Similarly, the Issuer/ New STA, as applicable, will take responsibility for all actions
pertaining to share transfer work after the cut-off date and shall be held responsible
for any liability arising thereafter, except for the liability that may arise on execution
of the activities in good faith, based on the data received from the Issuer/ Existing
STA.
23. After handing over the records/ data and documents, the Existing STA shall
preserve soft copy of the data handed over to New STA for a period of 3 years and
thereafter Existing STA will not be responsible for loss of any records pertaining to
any such prior period.
24. The hard copy of the data /documents pertaining to physical shareholders as of cut-
off date has been printed in triplicate by the Existing STA and the same has been signed
by the Existing STA, New STA and the Issuer and shall be kept with each of the share
transfer agent. (In case it is not possible to print the entire share master, then the
soft copy of the data as of cut-off date shall be handed over to the Issuer, New STA
and the Existing STA.)
25. This Agreement has been signed by the parties only after Existing STA has issued
the "No Objection Certificate" to shift the ISIN to New STA. All the items listed in
Annexure-30A have been checked by the auditor appointed by the Issuer and the New
STA. Annexure-30A has become a part of this Agreement and has been signed
by the Existing STA, New STA and the Issuer.
26. The copy of this Agreement shall be submitted by the Issuer to the stock
exchange(s) wherever the Issuer shares are listed. In terms of the provisions of
the Securities and Exchange Board of India (Listing Obligation and Disclosures
Requirements) Regulations, 2015, intimation is required to be given to the stock
exchange(s) within seven days of signing of the Agreement and the copy of this
Agreement is to be tabled at the subsequent meeting of the Board of Directors of
the Issuer.
27. All the disputes and the differences that may arise in future as regards this
Agreement shall be resolved amicably and expeditiously and if such attempts fail,
the same shall be resolved as per the provisions under law, for the time being in
force.
Page 209 of 236
28. The provisions of this Agreement shall always be subject to any rules, regulations,
guidelines and circulars issued by Securities and Exchange Board of India and other
provisions of law in force.
29. The Issuer has taken special contingency insurance policy to cover risk out of
fraud, forgery, errors of commission/ omission, etc.
30. Words and expressions which are used in this Agreement, but which are not
defined herein shall, unless the context otherwise requires, have the same
meaning as assigned thereto in the rules and regulations of the Securities and
Exchange Board of India and circulars issued thereunder.
This Agreement can be altered, amended and/ or modified by the parties mutually in writing
without derogating from the contents of this Agreement. Provided however, if the rights
and obligation of the parties hereto are altered by virtue of changes in rules and regulations
of Securities and Exchange Board of India or bye-laws, rules and regulations of the stock
exchange(s), such changes shall be deemed to have been incorporated herein in
modification of the rights and obligations of the parties mentioned in this Agreement.
IN WITNESS WHEREOF the parties hereinto have set their hands on the day and year
hereinabove written.
Signature of Existing STA Signature of the Issuer Signature of New STA
Name, Designation and _N ame, Designation and Name, Designation and
Date Date Date
Address Address Address
Signature of Witness Signature of Witness Signature of Witness
Name and Date Name an Date Name and Date
Annexure – 30A
Sr. Records/ Data and Records/ Data Missing Remarks
No. and Ranges
Documents Name
Documents
SFrro. Nmo . To From To
Page 210 of 236
1
While handing over the records/ data and documents, the following shall be listed
in the above format.
1. Specimen signatures of the physical shareholders
2. Original Affidavits along with supporting documents for change in signatures of the
holders recorded/ to be recorded by the Existing STA. KYC Forms along with
supporting documents
3. Transfer deeds/ transmission forms for securities duly transferred / transmitted along
with supporting documents. Also photocopies for all objected transfer deeds/ transmission
forms along with their supporting documents.
4. Pending transfer deeds along with share certificates and supporting documents,
received for transfer / transmission.
5. Demat / remat request forms for already dematted/ rematted shares
6. Pending cases for demat/ remat, if any
7. Register & request documents of stop transfers, name correction, transmission,
duplicate consolidation/split s/c, nomination, transfers / transmission, demat, remat
etc.
8. Files for intimation to Stock Exchanges for loss of securities and data of duplicate
certificates issued
9. Register of power of attorney cases along with attested copies of the POAs and their
specimen signatures
10. Memorandum and Articles of Association& board resolutions for corporate bodies,
11. Register and file of mandate cases along with soft copy.
12. File of original executed indemnities, Affidavits, etc. along with all supporting
documents received for duplicate certificate issue, refund
13. File of stop transfer cases, related correspondence/court injunction/ other orders, etc.
14. Soft copy of previous year's Annual Return filed with ROC.
15. Allottee registers for all issues (public/rights)
16. Non allottee registers
17. Allottee and non allottee IPO / rights applications
18. Bank schedules
19. Bulk registers
20. Register of members
21. Paid/unpaid list for refund/dividend (all years) along with soft copy
22. Paid/unpaid list for allotment/call money along with soft copy
23. Reconciliation of refund/dividend accounts
24. Paid warrants refund/dividend, if being stored by Existing STA
25. Paid stubs allotment/call money, if being stored by Existing STA
26. Correspondence with shareholders
27. File of legal cases/court/consumer forum/CBI /Police cases
28. Files of SEBI/NSE/BSE/RoC queries replies
29. Undelivered postal articles (share certificates/refund/DDs/div war)
Page 211 of 236
30. Original documents for nominations registered.
31. IEPF Registers
32. Clause 5A registers.
33. Last set of shareholding pattern reports including regulatory submissions (hard or soft
copies)
Computer data
1. Name master
2. Certificate master
3. Transaction files (td files/demat files from beginning)
4. Allottee/non-allottee data (public/rights/ Bonus / split / merger / demerger etc...)
5. Dividend files (all years)
6. Paid/unpaid files for dividend/refund
7. Refund files
8. Allotment/call money paid/unpaid files
9. Signature scanned data if any (compatible with New STA system)
10. Benpos and history file of NSDL&CDSL for current financial year.
11. Occupation code list and status code list
12. Soft data unpaid dividend filed with IEPF for previous years.
13. Data of forfeited shares, if any.
14. 'stop' master
15. All other transaction files, like transmission, duplicate certificate, master
corrections etc.
Company specific information
1. List of Authorised signatories for transfer / transmission and duplicate/new share
certificates.
2. Specific work instructions including limits for Duplicate/TWLR/Issue of new
certificates, if any
3. MIS reporting system.
4. Handling of monitoring reports for Insider Trading, if any.
5. Capital build up history with DNR ranges, along with the details of the issues
6. Copies of in principle/ listing/trading approvals from stock exchanges, if any.
7. Additional documents, if any.
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Annexure-31
Procedures on the Rights Issue process
A. Application Form
a. The issuer shall dispatch a common application form to its shareholders as on the
record date. Along with application form, the issuer shall also send the details of the rights
entitlements of the shareholder separately.
b. This application form can be used both by shareholder or renounce.
c. Registrar to the issue shall also upload the application forms on its website.
d. Applicants can use application form available on the website of registrar to the issue
or printed forms sourced from the issuer, merchant bankers or registrars to the issue.
e. In terms of Regulation 78 of the ICDR Regulations, investor also has option to make
an application in writing on a plain paper.
B. Credit of Rights Entitlements (“REs”) in dematerialized form
a. The depositories shall put necessary procedures in place for issue and credit of REs
in demat mode.
b. The issuer making a rights issue of specified securities shall ensure that it has made
necessary arrangements with depositories to issue and credit the REs in demat mode in
the demat accounts of shareholders holding shares as on the record date.
c. A separate ISIN shall be obtained by the issuer for credit of REs.
d. Issuer shall specify the ISIN for REs while announcing the record date. However,
for issues where the record date is announced before February 14,2020, and the letter
of offer is filed with the stock exchanges on or after February 14, 2020, the Issuer
shall file the letter of offer with the stock exchanges only after it has obtained ISIN
for REs.
e. Based on the rights entitlement ratio, the issuer shall credit REs in dematerialized
mode through corporate action to shareholders holding shares as on record date. The
ISIN of REs shall be kept frozen (for debit) in the depository system till the date of opening
of the issue.
f. Physical shareholders shall be required to provide their demat account details to Issuer
/ Registrar to the Issue for credit of REs not later than two working days prior to issue
Page 213 of 236
closing date, such that credit of REs in their demat account takes place at least one day
before issue closing date.
g. In case of fractional entitlements of REs, the fractional part shall be ignored by rounding
down the entitlement.
h. The issuer shall submit details of total REs credited to the stock exchanges immediatel
after completing the corporate action for the same and shall obtain requisite trading
approval from the stock exchanges.
i. The details with respect to shareholder entitlement shall be made available on the
website of the Registrar to the issue and the investors shall be able to check their
respective entitlements on the website of the Registrar by keying their details, after
adequate security controls to ensure that investors’ information is made available only to
the particular investor. Issuer shall also carry these links on their website.
j. If the demat account of a shareholder is frozen or demat account details are not
available, including shares held in unclaimed suspense account or in the account of IEPF
Authority, then REs shall be credited in a suspense escrow demat account of the
Company and an intimation should be sent to such shareholder by the issuer /Registrar
to the issue.
k. The issuer shall intimate issue closing date to the depositories at least one day before
the issue closing date, and the depositories shall suspend the ISIN of REs for transfers,
from issue closing date.
l. REs which are neither renounced nor subscribed by the shareholders, shall be lapsed
after closure of the Rights Issue.
m. Issuer Company shall ensure that REs which are lapsed are extinguished from the
depository system once securities are allotted pursuant to Rights Issue. Once allotment
is done, the ISIN for REs shall be permanently deactivated in the depository system by
the depositories.
C. Renunciation process and trading of REs on stock exchange platform:
a. The stock exchanges shall put necessary procedures in place for trading of REs on
stock exchange platform.
b. REs credited to demat account can be renounced either by sale of REs using stock
exchanges platform or off-market transfer and such trades will be settled by
transferring dematerialized REs through depository mechanism in the same manner as
done for all other types of securities.
c. For sale of REs through stock exchange, investors can place order for sale of REs
only to the extent of REs available in the demat account of the investor. Trading in
REs on the secondary market platform of Stock exchanges will happen electronically
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on T+2 rolling settlement basis where T being the date of trading. The transactions will be
settled on trade-for-trade basis.
d. Issuer shall inform the dates of issue opening and closing to the stock exchanges
and the depositories at the time of filing the letter of offer with the stock exchanges.
e. Trading in REs shall commence on the date of opening of the issue and shall be closed
at least three working days prior to the closure of rights issue.
D. Submission of Application form in Rights Issue
a. All investors (including renouncee) shall submit application forms using ASBA facility
through the Self Certified Syndicate Banks (SCSB) network during the issue period.
b. Investor shall submit only one application form for REs available in a particular demat
account.
E. Allotment process in the rights issue
a. Facility for correction of bid data as collated by the SCSBs after issue closing shall be
provided for period of one day i.e. on next working day after issue closing.
b. Registrar shall obtain demographic details of all applicants from depositories.
c. Registrar shall obtain details of holders of REs as on issue closing date, from the
depositories.
d. After reconciliation of valid ASBA applications, funds blocked and REs demat holding
list, the registrar shall finalise allocation of securities offered through rights offering.
e. Registrar shall credit the shares to the respective demat accounts of the applicants
based on basis of allotment approved by the designated stock exchange and shall
issue instructions to unblock bank accounts wherever necessary.
Annexure-32
Role of Registrar in respect of timelines from issue closure till listing
S. Details of activities Due Date
No. (working day)
1 Issue Closes T (Issue
closing date)
Page 215 of 236
2 Registrar to get the electronic bid details from the stock
exchanges by end of the day.
Registrar to give bid file received from stock exchanges T+1
containing the application number and amount to all the SCSBs
who may use this file for validation/ reconciliation at their end.
3 Issuer, merchant banker and registrar to submit relevant
documents to the stock exchange(s) except listing application,
allotment details and demat credit and refund details for the
purpose of listing permission.
SCSBs to send confirmation of funds blocked (final certificate) to
the registrar by end of the day.
T+2
Registrar shall reconcile the compiled data received from the
stock exchange(s) and all SCSBs (hereinafter referred to as the
“reconciled data”).
Registrar to undertake “Technical Rejection” test based on
electronic bid details and prepare list of technical rejection cases.
4 Finalization of technical rejection and minutes of the meeting
between issuer, lead manager, registrar.
Registrar shall finalise the basis of allotment and submit it to the
designated stock exchange for approval.
T+3
Registrar to prepare funds transfer schedule based on approved
basis of allotment.
Registrar and merchant banker to issue funds transfer
instructions to SCSBs.
5 Registrar/ issuer to initiate corporate action for credit of debt
securities, NCRPS, municipal debt securities and SDIs to
successful allottees.
Issuer and registrar to file allotment details with designated stock
T+4
exchange(s) and confirm all formalities are complete except
demat credit.
Registrar to send bank-wise data of allottees, amount due on debt
securities, municipal debt securities, NCRPS and SDIs allotted, if
any, and balance amount to be unblocked to SCSBs.
6 Registrar to receive confirmation of demat credit from
depositories.
T+5
Page 216 of 236
Issuer and registrar to file confirmation of demat credit and
issuance of instructions to unblock ASBA funds, as applicable,
with stock exchange(s).
7 Trading commences T+6
Annexure-33
Timelines from issue closure till listing
Sl. Details of activities Due date
No. (working day*)
Page 217 of 236
1 Issue closes T (Issue closing
date)
2 a) Stock exchange(s) shall allow modification of selected fields
(till 11 AM) in the bid details already uploaded.
b) RTA to get the electronic bid details from the stock exchanges
by end of the day.
c) Designated branches of Self Certified Syndicate Banks
(SCSB) may not accept applications after T+1 day.
d) Syndicate members, brokers, DPs and RTAs to forward a
schedule with following fields along with the application
forms to designated branches of the respective SCSBs for
blocking of funds.
S.No. Details
1 Symbol
2 Intermediary code
3 Location code
4 Application No.
5 Category
6 PAN
7 DP Id
8 Client ID
T+1
9 No. of units
10 Amount
e) RTA to give bid file received from stock exchanges containing
the application number and amount to all the SCSBs who
may use this file for validation/ reconciliation at their end.
f) SCSBs to continue/begin blocking of funds.
g) Demat Account of REIT is credited with the shares of SPV.
Page 218 of 236
Sl. Details of activities Due date
No. (working day*)
3 a) Manager on behalf of REIT, merchant banker and RTA to
submit relevant documents to the stock exchange(s) except
listing application, allotment details and demat credit and
refund details for the purpose of listing permission.
b) SCSBs to send confirmation of funds blocked (final
certificate) to the RTA by end of the day.
c) RTA shall reconcile the compiled data received from the
stock exchange(s) and all SCSBs.
d) RTA to undertake “Technical Rejection” test based on
electronic bid details and prepare list of technical rejection
T+2
cases.
e) Transfer of shares from Sponsor Demat a/c to Trust Demat
account
4 a) Finalization of technical rejection and minutes of the
meeting between manager on behalf of REIT, merchant
banker, RTA.
b) The allotment in the public issue of units to applicants other
than anchor investors and strategic investors shall be on
proportionate basis.
c) RTA shall finalise the basis of allotment and submit it to the
designated stock exchange for approval.
d) Designated stock exchange to approve the basis of allotment.
e) RTA to prepare funds transfer schedule based on approved
basis of allotment.
f) RTA and merchant banker to issue funds transfer
instructions to SCSBs.
T+3
g) Sponsor shall transfer its entire shareholding or interest or
rights in the holdCo. and /or SPV or ownership of the real
estate or property as disclosed in the offer document.
Page 219 of 236
Sl. Details of activities Due date
No. (working day*)
h) Manager on behalf of the REIT to initiate corporate action
for credit of units of REIT to the sponsor/other shareholders
of the SPVs/assets.
5 a) SCSBs to credit the funds in public issue account of the
REIT and confirm the same.
b) After successful transfer of assets to REIT, the allotment of
units to investors in the public issue shall be made.
c) RTA/ Manager to initiate corporate action for credit of units
of REIT to successful allottees in the public issue.
d) Manager and RTA to file allotment details with designated
stock exchange(s) and confirm all formalities are complete
except demat credit.
e) RTA to send bank-wise data of allottees, amount due on T+4
units allotted, if any, and balance amount to be unblocked
to SCSBs.
6 a) RTA to receive confirmation of demat credit from
depositories.
b) Manager and RTA to file confirmation of demat credit and
issuance of instructions to unblock ASBA funds, as
applicable, with stock exchange(s).
c) The merchant banker(s) shall ensure that the allotment, credit
of dematerialised units of REIT and unblocking of application
monies, as may be applicable, are done electronically.
d) Manager on behalf of REIT shall make listing application to
stock exchange(s) to give listing and trading permission.
T+5
e) Stock exchange(s) to issue notice for listing and
commencement of trading.
Page 220 of 236
Sl. Details of activities Due date
No. (working day*)
7 Trading commences T+6
* Working days will be all trading days of stock exchanges, excluding Sundays, and
bank holidays
Annexure-34
Indicative Timeline Schedule for Various Activities
S. Details of Activities Due Date
No. (working
day*)
1 An investor, intending to subscribe to a public issue, shall submit a
completed bid-cum-application form to any of the
following intermediaries:
i. an SCSB, with whom the bank account to be blocked, is maintained
ii. a syndicate member (or sub-syndicate member)
iii. a stock broker registered with a recognised stock exchange (and whose
name is mentioned on the website of the stock exchange as eligible for
this activity) (‘broker’)
iv. a depository participant (‘DP’) (whose name is mentioned on the
website of the stock exchange as eligible for this activity)
v. a registrar to an issue and share transfer agent (‘RTA’) (whose name
is mentioned on the website of the stock exchange as eligible for this
activity)
Retails investors submitting application with any of the entities at (ii) to (v)
above (hereinafter referred as ‘Intermediaries’), have to use UPI and
shall also their UPI ID in the bid-cum-application form
2 The aforesaid intermediaries shall, at the time of receipt of application, Issue opening
give an acknowledgement to investor, by giving the counter foil or date to issue
closing date
specifying the application number to the investor, as a proof of having
(where T is
accepted the application form, in physical or electronic mode,
issue closing
respectively.
date)
(i) For applications submitted by investors to SCSB: After accepting the
form, SCSB shall capture and upload the relevant details in the electronic
bidding system as specified by the stock exchange(s) and may begin
S. Details of Activities Due Date
No. (working
day*)
blocking funds available in the bank account specified in the form, to the
extent of the application money specified.
(ii) For applications submitted to intermediaries, with use of UPI for
payment:
After accepting the application form, respective intermediary shall capture
and upload the relevant bid details, including UPI ID, in the electronic
bidding system of stock exchange(s).
Stock exchange(s) shall validate the electronic bid details with
depository’s records for DP ID/Client ID and PAN Combination, on a real
time basis through API Integration and bring the inconsistencies to the
notice of intermediaries concerned, for rectification and re-submission
within the time specified by stock exchange.
Issue opening
Stock exchange(s) shall allow modification of selected fields viz. DP
date to issue
ID/Client ID or Pan ID (Either DP ID/Client ID or Pan ID can be modified
closing date
but not BOTH), Bank code and Location code, in the bid details already
(where T is
uploaded.
issue closing
. date)
3. For retail applications submitted to intermediaries, with use of UPI for
payment:
Stock Exchange to share bid details including the UPI ID with Sponsor
Bank on a continuous basis through API integration, to enable Sponsor
Bank to initiate mandate request on investors for blocking of funds.
Sponsor Bank to initiate request for blocking of funds through NPCI to
investor. Investor to accept mandate request for blocking of funds, on his
/ her mobile application, associated with UPI ID linked bank account
4 Reconciliation Steps to be done on daily basis (for UPI Mandates): Issue opening
date to issue
closing date
Step 1: Sponsor bank shall do a reconciliation of bid requests received
(where T is
from exchange(s) and sent to NPCI. Sponsor bank shall ensure that all the
issue closing
bids received from exchange(s) are pushed to NPCI.
date)
Step 2: NPCI shall ensure that all the bid requests received from
sponsor bank are pushed to the corresponding payment system
participants of issuer banks. The issuer banks/sponsor bank shall
download the mandate related UPI settlement files and raw data files from
NPCI portal on daily basis after every settlement cycle and shall do a
three-way reconciliation with Banks UPI switch data, CBS data and the
S. Details of Activities Due Date
No. (working
day*)
UPI raw data. NPCI shall coordinate with issuer banks /sponsor bank on
continuous basis.
Step 3: The issuer banks shall process all the incoming bid requests from
NPCI and shall send the response to NPCI in real time. NPCI shall further
facilitate the flow of these responses to sponsor bank.
Step 4: Sponsor bank shall do a reconciliation of bid responses received
from NPCI and sent to exchange(s). Sponsor bank shall ensure that all the
responses received from NPCI are sent to the exchange(s) platform with
detailed error code and description, if any.
Step 5: Sponsor bank shall do a final reconciliation of all bid requests and
responses (obtained in Step 1 and Step 4) throughout their lifecycle on
daily basis and share the consolidated report not later than 07:00 PM to
Merchant Banker
Step 6: Merchant Banker shall share the consolidated file received from
sponsor bank with SEBI on daily basis not later than 09:00 PM as per the
format mentioned in Annexure ‘34A’
Step 7:On ‘T’ day, after the closure of issue, Sponsor Bank shall share the
consolidated data to Merchant Banker not later than 07:00 PM.
Merchant Banker shall share the consolidated data as on ‘T’ day (data
obtained on daily basis in step 6) to SEBI not later than 09:00 PM as per
the format mentioned in Annexure ‘34A’
The objective of the reconciliation exercise is to ensure that every bid
entered in the exchange(s) bidding platform has successfully completed
its entire lifecycle and got its response updated back in the same
exchange(s) bidding platform.
Merchant Banker shall be responsible for the reconciliation exercise and
shall coordinate with NPCI, Sponsor Bank and Exchange(s) on
continuous basis. Merchant Banker shall be the nodal entity for any issues
arising out of public issuance process.
5 Issue Closes T(Issue
closing date)
6 For retail applications submitted to intermediaries with use of UPI for
payment:
S. Details of Activities Due Date
No. (working
day*)
Sponsor Bank may not accept bid details from Stock Exchanges post
11:00 a.m.
Sponsor Bank to initiate request for blocking of funds of investor, with
confirmation cut off-time of 12:00 p.m.
All pending requests at the cut-off time would lapse.
Applicant to accept mandate request for blocking of funds prior to cut off-
time of 12:00 p.m.
Sponsor Bank to send confirmation of funds blocked (Final Certificate) to
the registrar through stock exchange not later than 06:00 PM
T+1
For QIB & NII application submitted to intermediaries:
Intermediaries to forward a schedule as per format given below along with
the application forms to designated branches of the respective SCSBs for
blocking of funds.
Field No. Details*
1 Symbol
2 Intermediary Code
3 Intermediary Name
4 Bank Code
5 Bank Name
6 Location Code
7 Application No.
8 Category
9 PAN
10 DP ID
11 Client ID
12 Quantity
S. Details of Activities Due Date
No. (working
day*)
13 Amount
14 Order No.
15 Exchange
(*The character length for each of fields of the schedule to be forwarded
by the intermediaries along with each application form to the designated
branches of the respective SCSBs for blocking of funds shall be uniformly
prescribed by the stock exchange(s))
Designated branches of SCSBs may not accept schedule and
applications after T+1 day 11:00 AM.
SCSBs to begin blocking of funds.
Registrar to give bid file received from stock exchanges containing the
application number and amount to all the SCSBs who may use this file for
validation / reconciliation at their end.
For all applications submitted to SCSB
The respective SCSB to send confirmation of funds blocked (Final
Certificate) to the registrar not later than 06:00 PM
On ‘T+1’ day, after the closure of modification and mandate
acceptance by applicant, NPCI shall share the analysis of failures in
UPI mandate transactions, duly classifying them into business
declines and technical declines and further sub-classifying them as
per their error descriptions to sponsor bank not later than 08:00 PM
On ‘T+1’ day, after the closure of modification and mandate
acceptance by applicant, Sponsor Bank shall share the final
consolidated data (Annexure ‘34A’) and the error description
analysis report received from NPCI to Merchant Banker not later than
08:15PM
Merchant Banker shall share the final consolidated data as per the
format mentioned in Annexure ‘34A’ (by ensuring that point 4 of the
‘detailed timelines of Activities to be adhered in T+6 listing –Phase II’
is strictly adhered to) and the error description analysis report
received from sponsor bank to SEBI not later than 09:00 PM
7. Third party confirmation process to be initiated by Registrar not later than
09:00am on T+2. SCSBs and Issuer Banks to provide confirmation on the
third party applications to the registrar not later than 09:00 pm on T+2. T+2
Issuer, merchant banker and registrar to submit relevant documents to the
stock exchange(s) except listing application, allotment details and demat
credit and refund details for the purpose of listing permission.
S. Details of Activities Due Date
No. (working
day*)
Registrar shall reconcile the compiled data received from the stock
exchange(s), all SCSBs and Sponsor Bank (hereinafter referred to as the
“reconciled data”).
Registrar shall reject multiple applications determined as such, based on
common PAN.
Registrar to undertake “Technical Rejection” test based on electronic bid
details and prepare list of technical rejection cases.
Merchant Banker shall submit a report of compliance with all
activities in T+2 to SEBI not later than 10:00 PM.
8. For every bid entered in the exchange(s) bidding platform, the audit
trail shall be maintained by NPCI. The liability to compensate the
investor in case of failed transactions shall be with the concerned
entity in the ‘ASBA with UPI as the payment mechanism’ process Issue
(Sponsor Bank/ NPCI/ Issuer Banks) at whose end the lifecycle of the opening date
transaction has come to a halt. to ‘T+2’ (where
T is issue
NPCI shall share the audit trail of all disputed transactions/investor closing date)
complaints to the sponsor bank/Issuer banks.
Merchant Banker shall obtain the audit trail from Issuer
banks/Sponsor banks for analysis and fixation of liability.
9. Finalisation of technical rejection and minutes of the meeting between
issuer, lead manager, registrar.
Registrar shall finalise the basis of allotment and submit it to the
designated stock exchange for approval.
Designated Stock Exchange(s) to approve the basis of allotment.
Registrar to prepare funds transfer schedule based on approved basis
of allotment. T+3
Registrar / Issuer to initiate corporate action to carry out lock-in for pre-
issue capital held in depository system.
Registrar to issue funds transfer instructions to SCSBs.
Registrar to issue funds transfer instructions to Sponsor Bank in two
files, one for debit processing and the other for unblocking of funds.
Merchant Banker shall submit a report of compliance with all
activities in T+3 to SEBI not later than 09:00 PM.
S. Details of Activities Due Date
No. (working
day*)
10. Registrar to receive confirmation for pre-issue capital lock-in from
depositories.
SCSBs and Sponsor Bank to credit the funds in public issue account of
the issuer and confirm the same.
Issuer shall make the allotment.
Registrar / Issuer to initiate corporate action for credit of shares to
successful allottees.
Issuer and registrar to file allotment details with designated stock
exchange(s) and confirm all formalities are complete except demat credit.
Registrar to send bank-wise data of allottees, amount due on shares
allotted, if any, and balance amount to be unblocked to SCSBs and
T+4
Sponsor Bank.
Merchant Banker shall submit a report of compliance with all activities in
T+4 to SEBI not later than 09:00 PM
Sponsor bank, in coordination with NPCI and Issuer banks, shall share the
data points 4 to 8 mentioned in Annexure ‘34B’ with the Registrar.
Registrar shall coordinate with Sponsor Bank/SCSB’s and submit a
comprehensive report on status of debit/unblock requests of allottees/Non-
allottees not later than 08:00 PM as per the format mentioned in Annexure
‘19B’ to Merchant Banker.
Merchant Banker shall submit a comprehensive report on status of
debit/unblock requests (Annexure ‘34B’) received from the Registrar to
SEBI not later than 09:00 PM.
11. Registrar to receive confirmation of demat credit from depositories.
Issuer and registrar to file confirmation of demat credit, lock-in and
issuance of instructions to unblock ASBA funds, as applicable, with stock
exchange(s).
Issuer to make a listing application to stock exchange(s) and stock T+5
exchange(s) to give listing and trading permission.
Issuer, merchant banker and registrar to initiate the process of publishing
the allotment advertisement.
Stock exchange(s) to issue commencement of trading notice.
S. Details of Activities Due Date
No. (working
day*)
Merchant Banker shall submit a report of compliance with all
activities in T+5 to SEBI not later than 09:00 PM
12. Issuer, merchant banker and registrar to publish allotment advertisement
before the commencement of trading, prominently displaying the date of
commencement of trading, in all the newspapers where issue
opening/closing advertisements have appeared earlier.
Trading commences
Merchant Banker shall identify the non-adherence of timelines and
T+6
processes (‘T’ to ‘T+6’ days) mentioned in ‘detailed timelines of
activities to be adhered in T+6 listing – Phase II’ and submit a report
to SEBI with a comprehensive analysis of entities responsible for the
delay and the reasons associated with it.
Merchant Banker should diligently follow all the activities mentioned
in ‘detailed timelines of activities to be adhered in T+6 listing – Phase
II’ on daily basis from ‘T’ day to ‘T+6’ day.
* Working days will be all trading days of stock exchanges, excluding
Sundays, and bank holidays
Annexure-34A
Exchange **Bank ASBA S
(s) **On yn U
No of No of No of lineN o of No of diNo of P No of No of
Unique Share Unique Share Unique caShares I Unique Shares
Applicati s Applicat s successful te successful failed failed to
on s Block io ns Block Applicatio Aly Blocked Applicati get
ed ed ns S on Blocked
BSE B s, if any
NSE A
Total
** - Data to be obtained by merchant banker from registrar/exchange(s)
Annexure-34B
S. Data Point Count Date of Activity
No.
1. Total No of unique applications Total
received
Bank ASBA
Online
S. Data Point Count Date of Activity
No.
UPI
2. Total No of Allottees Total
Bank ASBA
Online
UPI
3. Total No of Non-Allottees Total
Bank ASBA
Online
UPI
4. Out of total UPI Allottees (Debit execution file), Cou
How many records were processed successfully? nt :
No
of
shares:
Amount:
5. Out of total UPI Allottees (Debit execution Coun
file), How many records failed? t: No
of
shar
es:
Amo
unt:
6. Out of total UPI Non-Allottees (Unblocking
file), How many records were successfully
unblocked?
7. Out of total UPI Non-Allottees (Unblocking
file), How many records failed in unblocking?
8. Whether offline revoke is taken up with issuer
banks due to failure of online unblock system? If
yes, Share a separate list of bank-wise count
and application numbers.
*****
XIII. List of Circulars / Notifications
S. Date of Circular No. Subject
No. Circular
1 05-Nov-93 RRTI CIRCULAR NO.1 General Instructions issued by
(93-94) SEBI to RTISTA
2 11-Oct-94 RRTI Circular No. 1(94- Instructions to Registrars to an Issue and Share
95) Transfer Agents
3 19-Jan-95 RMB (GI Series) Circular Disclosure of PAN/GIR No. in Application
No.4 (94-95) Forms
4 05-Feb-97 RRTI CIRCULAR NO.1 Appointment of Compliance Officer
(96-97)
5 18-Jan-99 RRTI CIRCULAR Submission of the Networth Certificate
NO.3(98-99)
PMID/DSV/CIR/5500/99
6 20-May-99 RRTI Circular No.1(99- Delay in processing dematerialisation requests
2000) PMD/SU/11560 /99
7 01-Jun-99 RRTI CIRCULAR NO. Treatment of Stock-invests, after basis of
2(1999-2000) allotment is finished
PMD/SU/ /99
8 01-Jun-99 PMD/SU/12024/99 Treatment of stock-invests, after basis of
allotment is finalized
9 23-Aug-99 SMDRP/Policy/Cir-28/99 Meeting of Depositories, Depository
Participants, Registrars and Share Transfer
Agents and Registrar Association of India
(RAIN)
10 25-Sep-02 RRTI CIRCULAR NO. 1 Procedure for granting registration to another
(2002-2003) entity in the same group
11 20-Nov-02 SEBI/RRTI CIRCULAR Application procedure for registration/renewal
NO. 2 (2002-2003) as Registrar to an Issue and/or Share Transfer
Agent
12 31-Dec-02 D&CC/FITTC/CIR – RECONCILIATION OF THE ADMITTED,
17/2002 ISSUED AND LISTED CAPITAL
13 22-Jan-07 MIRSD/DPS III//Cir-01/07 Exclusive e-mail ID for redressal of Investor
Complaints
14 27-Apr-07 MRD/DoP/Cir- 05/2007 Permanent Account Number (PAN) to be the
sole identification number for all transactions in
the securities market
15 06-May-08 Cir. No. MIRSD/DPS- Reporting of information on a quarterly basis
2/RTA/Cir-17/2008
16 30-Jun-08 MRD/DoP/Cir-20/2008 Mandatory requirement of Permanent Account
Number (PAN)
17 07-Jul-08 MIRSD/DPSIII/CIR-21/08 Designated e-mail ID for regulatory
communication with SEBI
S. Date of Circular No. Subject
No. Circular
18 30-Jul-08 SEBI/CFD/DIL/DIP/31/200 Circular on Applications Supported by Blocked
8/30/7 Amount - Registrars to an Issue
19 25-Sep-08 SEBI/CFD/DIL/2008/ 25 Applications Supported by Blocked Amount
/09 (ASBA) facility in Rights Issues
20 20-May-09 MRD/DoP/ Cir-05/2009 PAN requirement for transfer of shares in
physical form
21 22-Apr-10 CIR/CFD/DIL/3/2010 Reduction in time between issue closure and
listing
22 13-Jul-10 CIR/CFD/DIL/7/2010 Applications Supported by Blocked Amount
(ASBA) facility in public issues
23 12-Oct-10 CIR/CFD/DIL/8/2010 Applications Supported by Blocked Amount
(ASBA) facility in public issues
24 23-Mar-11 Cir/ ISD/1/2011 Unauthenticated news circulated by SEBI
Registered Market Intermediaries through
various modes of communication
25 24-Mar-11 Cir/ISD/2/2011 Addendum to Circular no. Cir/ISD/1/2011 dated
March 23, 2011
26 17-Jun-11 CIR/MIRSD/5/2011 Periodical report- Grant of prior approval to
registrars to an issue and share transfer agents
27 24-Aug-11 CIR/MIRSD/17/2011 Processing of Investor Complaints in SEBI
Complaints Redress System (SCORES)
28 15-Dec-11 CIR/MIRSD/24/2011 Guidelines on Outsourcing of Activities by
Intermediaries
29 05-Jul-12 CIR/MIRSD/7/2012 Review of Regulatory Compliance and Periodic
Reporting
30 27-Jul-12 CIR. /IMD/DF-1/20/2012 System for Making Application to Public Issue
of Debt Securities
31 28-Aug-12 CIR/CFD/DIL/10/2012 Redemption of Indian Depository Receipts
(IDRs) into Underlying Equity Shares
32 01-Mar-13 CIR/CFD/DIL/6/2013 Guidelines for Enabling Partial Two-Way
Fungibility of Indian Depository Receipts (IDRs)
33 27-Aug-13 CIR/MIRSD/5/2013 General Guidelines for dealing with Conflicts of
Interest of Intermediaries, Recognised Stock
Exchanges, Recognised Clearing
Corporations, Depositories and their
Associated Persons in Securities Market
S. Date of Circular No. Subject
No. Circular
34 28-Aug-14 CIR/MIRSD/3/2014 Information regarding Grievance Redressal
Mechanism
35 18-Dec-14 CIR/OIAE/1/2014 Redressal of investor grievances through SEBI
Complaints Redress System (SCORES)
platform
36 13-Apr-15 CIR/CFD/POLICYCELL/1/ Mechanism for acquisition of shares through
2015 Stock Exchange pursuant to Tender-Offers
under Takeovers, Buy Back and Delisting
37 26-Aug-15 CIR/MIRSD/2/2015 Circular on Implementation of the Multilateral
Competent Authority Agreement and Foreign
Account Tax Compliance Act
38 10-Sep-15 CIR/MIRSD/3/2015 Reporting requirement under Foreign Account
Tax Compliance Act (FATCA) and Common
Reporting Standards (CRS)-Guidance Note
39 10-Nov-15 CIR/CFD/POLICYCELL/1 Streamlining the Process of Public Issue of
1/2015 Equity Shares and Convertibles
40 01-Dec-15 CIR/CFD/DCR/17/2015 Introduction of system-driven disclosures in
Securities Market
41 21-Jan-16 SEBI/HO/CFD/DIL/CIR/P/ Clarification Circular on Streamlining the
2016/26 Process of Public Issue of Equity Shares and
Convertibles
42 21-Dec-16 CFD/DCR/CIR/2016/139 System-driven disclosures in Securities Market
43 02-May-17 SEBI/HO/MIRSD/MIRSD1 Online Registration Mechanism for Securities
/CIR/P/2017/38 Market Intermediaries
44 16-May-17 SEBI/HO/GSD/T&A/CIR/P Digital mode of payment
/2017/42
45 08-Sep-17 SEBI/HO/MIRSD/CIR/P/2 Cyber Security and Cyber Resilience
017/0000000100 framework for Registrars to an Issue / Share
Transfer Agents
46 26-Mar-18 SEBI/HO/OIAE/IGRD/CIR/ Investor Grievance Redress Mechanism - New
P/2018/58 Policy Measures
47 20-Apr-18 SEBI/HO/MIRSD/DOP1/CI Strengthening the Guidelines and Raising
R/P/2018/73 Industry standards for RTA, Issuer Companies
and Banker to an Issue
48 13-Jul-18 IMD/FPIC/CIR/P/2018/114 Investment by Foreign Portfolio Investors (FPI)
through primary market issuances
49 16-Jul-18 SEBI/HO/MIRSD/DOS3/CI Strengthening the Guidelines and Raising
R/P/2018/115 Industry standards for RTAs, Issuer Companies
and Banker to an Issue – Clarification
50 10-Aug-18 SEBI/HO/MIRSD/DoP/CIR Enhanced monitoring of Qualified Registrars to
/P/2018/ 119 an Issue and Share Transfer Agents
51 01-Nov-18 SEBI/HO/CFD/DIL2/CIR/P Streamlining the Process of Public Issue of
/2018/138 Equity Shares and convertibles
S. Date of Circular No. Subject
No. Circular
52 03-Apr-19 SEBI/HO/CFD/DIL2/CIR/P Streamlining the Process of Public Issue of
/2019/50 Equity Shares and convertibles- Extension of
time lime for implementation of Phase I of
Unified Payments Interface with Application
Supported by Block Amount
53 27-May-19 SEBI/ HO/ MIRSD/ Enhanced disclosure in case of listed debt
DOS3/CIR/P/2019/68 securities
54 28-Jun-19 SEBI/HO/CFD/DIL2/CIR/P Streamlining the Process of Public Issue of
/2019/76 Equity Shares and convertibles-
Implementation of Phase II of Unified Payments
Interface with Application Supported by Blocked
Amount
55 19-Jul-19 SEBI/HO/ISD/ISD/CIR/P/2 Standardizing Reporting of violations related to
019/82 Code of Conduct under SEBI (PIT) Regulations,
2015
56 26-Jul-19 SEBI/HO/CFD/DIL2/CIR/P Streamlining the Process of Public Issue of
/2019/85 Equity Shares and convertibles-
Implementation of Phase II of Unified Payments
Interface with Application Supported by Block
Amount
57 02-Aug-19 SEBI/HO/OIAE/IGRD/CIR/ Streamlining issuance of SCORES
P/2019/86 Authentication for SEBI registered
intermediaries
58 15-Oct-19 SEBI/HO/MIRSD/DOP/CI Cyber Security & Cyber Resilience framework
R/P/2019/110 for Qualified Registrars to an Issue / Share
Transfer Agents
59 08-Nov-19 SEBI/HO/CFD/DCR2/CIR/ Streamlining the Process of Public Issue of
P/2019/133 Equity Shares and convertibles- Extension of
time lime for implementation of Phase II of
Unified Payments Interface with Application
Supported by Blocked Amount
60 22-Jan-20 SEBI/HO/CFD/DIL2/CIR/P Streamlining the Process of Rights Issue
/2020/13
61 30-Mar-20 SEBI/HO/CFD/DIL2/CIR/P Continuation of Phase II of UPI with ASBA due
/2020/50 to Covid-19 virus pandemic
62 05-Jun-20 SEBI/HO/MRD- Framework for Regulatory Sandbox
1/CIR/P/2020/95
63 30-Jun-20 SEBI/HO/IMD/DF6/CIR/P/ Collection of stamp duty on issue, transfer and
2020/113 sale of units of AIFs
64 31-Jul-20 SEBI/HO/CFD/CMD1/CIR/ Clarification on applicability of regulation 40(1)
P/2020/144 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
to open offers, buybacks and delisting of
securities of listed entities
S. Date of Circular No. Subject
No. Circular
65 08-Sep-20 SEBI/HO/MIRSD/DOP/CI Entities permitted to undertake e-KYC Aadhaar
R/P/2020/167 Authentication service of UIDAI in Securities
Market – Addition of NSE to the list
66 03-Nov-20 SEBI/HO/MIRSD2/DOR/C Advisory for Financial Sector Organizations
IR/P/2020/221 regarding Software as a Service (SaaS) based
solutions
67 16-Mar-21 SEBI/HO/CFD/DIL2/CIR/P Streamlining the process of IPOs with UPI in
/2021/2480/1/M ASBA and redressal of investor grievances
68 25-Mar-21 SEBI/HO/MIRSD/DOR/CI Prior Approval for Change in control: Transfer
R/P/2021/42 of shareholdings among immediate relatives
and transmission of shareholdings and their
effect on change in control
69 26-Mar-21 SEBI/HO/MIRSD/DOR/CI Transfer of business by SEBI registered
R/P/2021/46 intermediaries to other legal entity
70 31-Mar-21 SEBI/HO/CFD/DIL1/CIR/P Reduction in unblocking/refund of application
/2021/47 money
71 02-Jun-21 SEBI/HO/CFD/DIL2/P/CIR Streamlining the process of IPOs with UPI in
/2021/570 ASBA and redressal of investors grievances
72 14-Jun-21 SEBI/HO/ITD/ITD/CIR/P/2
021/575 Revised Framework for Regulatory Sandbox
73 26-Jul-21 SEBI/HO/IMD/IMD- RTA inter-operable Platform for enhancing
II/DOF3/P/CIR/2021/604 investor's experience in Mutual Fund
transactions/ service requests
74 10-Aug-21 SEBI/HO/DDHS/P/CIR/20 Operational Circular for issue and listing of Non-
21/613 Convertible Securities (NCS), Securitised Debt
Instruments (SDI), Security Receipts (SR),
Municipal Debt Securities and Commercial
Paper (CP)
75 13-Aug-21 SEBI/HO/CFD/DCR- Tendering of shares in open offers, buybacks
III/CIR/P/2021/615 and delisting offers by marking lien in the demat
account of the shareholders
76 14-Oct-21 SEBI/HO/OIAE/IGRD/CIR/ Streamlining of issuance of SCORES
P/2021/642 Authentication
77 16-Nov-21 SEBI/HO/MIRSD/MIRSD_ Framework for Regulatory Sandbox
IT/P/CIR/2021/000000065
8
78 26-Nov-21 SEBI/HO/MIRSD_RTAMB Publishing Investor Charter and Disclosure of
/P/CIR/2021/670 Complaints by Registrar and Share Transfer
Agents (RTAs)
79 25-Jan-22 SEBI/HO/MIRSD/MIRSD_ Issuance of Securities in dematerialized form in
RTAMB/P/CIR/2022/8 case of Investor Service Requests
80 25-Feb-22 SEBI/HO/DEPA-III/DEPA- Approach to securities market data access and
III_SSU/P/CIR/2022/25 terms of usage of data provided by data sources
in Indian securities market
S. Date of Circular No. Subject
No. Circular
81 08-Apr-22 SEBI/HO/CFD/SSEP/CIR/ Standard Operating Procedures (SOP) for
P/2022/48 dispute resolution available under the stock
exchange arbitration mechanism for disputes
between a listed company and its
shareholder(s) investor(s)
82 20-Apr-22 SEBI/HO/CFD/DIL2/CIR/P Streamlining the process of public issues and
/2022/51 redressal of investor grievances
83 28-Apr-22 SEBI/HO/DDHS/DDHS_Di Reduction of timelines for listing of units of
v3/P/CIR/2022/55 Infrastructure Investment Trust (InvIT)
84 28-Apr-22 SEBI/HO/DDHS/DDHS_Di Reduction of timelines for listing of units of Real
v3/P/CIR/2022/54 Estate Investment Trust (REIT)
85 18-May-22 SEBI/HO/MIRSD/MIRSD_ Simplification of procedure and standardization
RTAMB/P/CIR/2022/65 of formats of documents for transmission of
securities pursuant to amendments to the
Securities and Exchange Board of India (Listing
Obligations)
86 19-May-22 SEBI/HO/CFD/SSEP/CIR/ Streamlining the Process of Rights Issue-
P/2022/66 Addendum to
SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated
January 22, 2020
87 25-May-22 SEBI/HO/MIRSD/MIRSD_ Simplification of procedure and standardization
RTAMB/P/CIR/2022/70 of formats of documents for issuance of
duplicate securities certificates
88 27-May-22 SEBI/HO/MIRSD/TPD/P/C Modification in Cyber Security and Cyber
IR/2022/96 resilience framework of Qualified Registrars to
an Issue and Share Transfer Agents (“QRTAs”)
89 30-May-22 SEBI/HO/MIRSD/MIRSD_ Standard Operating Procedures (SOP) for
RTAMB/P/CIR/2022/76 dispute resolution under the Stock Exchange
arbitration mechanism for disputes between a
Listed Company and/or Registrars to an Issue
and Share Transfer Agents (RTAs) and its
Shareholder(s)/Investor(s)
90 24-Jun-22 SEBI/HO/DDHS/DDHS_Di Introduction of Unified Payments Interface
v3/P/CIR/2022/085 (UPI) mechanism for Infrastructure Investment
Trusts (InvITs)
91 06-Jul-22 SEBI/HO/MIRSD_RTAMB Modification in Cyber Security and Cyber
/P/CIR/2022/73 resilience framework of Qualified Registrars to
an Issue and Share Transfer Agents (QRTAs)
92 20-Jul-22 SEBI/HO/MIRSD/SEC- Entities allowed to use e-KYC Aadhaar
5/P/CIR/2022/99 Authentication services of UIDAI in Securities
Market as sub-KUA
93 28-Nov-22 SEBI/HO/MIRSD/ MIRSD- Procedure for seeking prior approval for change
PoD-2/P/CIR/2022/163 in control
S. Date of Circular No. Subject
No. Circular
94 10-Mar-23 SEBI/HO/MIRSD/MIRSD- Clarification with respect to Qualified RTAs
PoD-1/P/CIR/2023/36
95 16-Mar-23 SEBI/HO/MIRSD/MIRSD- Common and simplified norms for processing
PoD-1/P/CIR/2023/37 investor’s service requests by RTAs and norms
for furnishing PAN, KYC details and Nomination
96 25-May-23 SEBI/HO/MIRSD/MIRSD- Model Tripartite Agreement between the Issuer
PoD-1/P/CIR/2023/79 Company, Existing Share Transfer Agent and
New Share Transfer Agent as per Regulation
7(4) of SEBI (LODR) Regulation, 2015
97 8-Jun-23 SEBI/HO/MIRSD/MIRSD- Online processing of investor service requests
PoD-1/P/CIR/2023/72 and complaints by RTAs
98 13-Jun-23 Advisory Deletion of name of the financial institution in
case of physical security certificate earlier
pledged by the investor with such financial
institution
99 20-Sep-23 SEBI/HO/OIAE/IGRD/CIR/ Redressal of investor grievances through the
P/2023/156 SEBI Complaint Redressal (SCORES) Platform
and linking it to Online Dispute Resolution
platform
100 26-Sep-23 SEBI/HO/MIRSD/MIRSD- Extension of timelines (i) for nomination in
PoD-1/P/CIR/2023/158 eligible demat accounts and (ii) for submission
of PAN, Nomination and KYC details by
physical security holders; and voluntary
nomination for trading accounts.
101 20-Oct-23 SEBI/HO/IMD/IMD-TPD- Guidelines for Business Continuity Plan (BCP)
1/P/CIR/2023/173 and Disaster Recovery (DR) of Qualified RTAs
(QRTAs)
102 17-Nov-23 SEBI/HO/MIRSD/MIRSD- Simplified norms for processing investor’s
PoD-1/P/CIR/2023/181 service requests by RTAs and norms for
furnishing PAN, KYC details and nomination
103 18-Dec-23 Advisory Clarification with respect to Corporate Benefits
and Voting Rights in case of securities
transferred to SEDA
*****