MASTER CIRCULAR
HO/38/13/(4)2026-MIRSD-POD/I/4298/2026 February 06, 2026
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
1. For effective regulation of Registrars to an Issue and Share Transfer Agents (RTAs), the
Securities and Exchange Board of India has been issuing various Circulars from time to time.
2. In order to enable RTAs and other market stakeholders to have access to all applicable
Circulars in the subject matter at one place, this Master Circular is issued. This Master
Circular has been updated to incorporate the provisions of the Circular(s) given in the
Appendix to this Master Circular.
3. With the issuance of this Master Circular, all directions/instructions contained in the Circulars
listed out in the Appendix to this Master Circular shall stand rescinded to the extent they relate
to RTAs.
4. Notwithstanding such rescission, -
(a) anything done or any action taken or purported to have been done or taken 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rescinded circulars, prior to such rescission, shall be deemed to have been done or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; and
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(b) any application made to the Board under the rescinded circulars prior to such
rescission, and pending before it, shall be deemed to have Page 6 of 13 been made
under the corresponding provisions of this Master Circular; and
(c) the previous operation of the rescinded circulars or anything done or suffered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under the rescinded circulars, any penalty, incurred in respect of any violation
committed against the rescinded circulars, or any investigation, legal proceeding or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shall not be affected by such rescission and shall be enforceable as if the rescinded
circulars had continued to be in force.
5. This Master Circular is issued in exercise of powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act, 1992, to protect the interests of investors in
securities and to promote the development of, and to regulate, the securities market.
6. This Master Circular is available on SEBI website at www.sebi.gov.in in the path “Legal
>Master Circulars”.
Yours faithfully,
Aradhana Verma
General Manager
Market Intermediaries Regulation and Supervision Department
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 7
2 Online Registration Mechanism for RTA 7
3 General Instructions to Registrars To an Issue and Share Transfer 8
Agents (RTA)
4 Application procedure for registration/renewal as Registrar to an 15
Issue and Share Transfer Agent
5 Prior approval for change in control 15
6 Transfer of business to other legal entity 19
II. GENERAL OBLIGATIONS/RESPONSIBILITIES AND REPORTING REQUIREMENTS
7 Submission of Net worth Certificate 20
8 Regulatory Compliance and Periodic Reporting 20
9 Appointment of Compliance Officer 22
10 Enhanced disclosures in case of listed debt securities 22
11 Qualified RTAs and their enhanced monitoring 22
12 Strengthening the Guidelines and Raising Industry standards for 32
RTA, Issuer Companies and Banker to an Issue
III. DEMAT/REMAT RELATED MATTERS
13 Issuance of Securities in dematerialized form in case of Investor 33
Service Requests
14 Reconciliation of the Admitted, Issued and Listed Capital 36
15 Guidelines on processing requests for dematerialization 36
16 Database for Distinctive Number of Shares 37
IV. TRANSFER RELATED MATTERS
17 Ease of Doing Investment – Special Window for Transfer and 39
Dematerialisation of Physical Securities
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S. No. Subject Page
No.
18 Tendering of physical shares in open offers, buybacks and delisting 42
of securities of listed entities
19 Collection of stamp duty on issue, transfer and sale of units of AIFs 42
V. INVESTOR’S SERVICE REQUEST
20 Common and Simplified Norms for processing investor's service 44
request by RTAs and norms for furnishing PAN, KYC details and
Nomination
21 Procedure and Standardization of formats of documents for 48
transmission of securities
22 Ease of Doing Investment - Smooth transmission of securities from 52
Nominee to Legal Heir
23 Entities permitted to undertake e-KYC Aadhaar Authentication 53
service of UIDAI in Securities Market
24 Simplification of procedure and standardization of formats of 53
documents for issuance of duplicate securities certificates
25 Deletion of name of the financial institution in case of physical 56
security certificate earlier pledged by the investor with such financial
institution
VI. INFORMATION TECHNOLOGY & CYBER SECURITY
26 Cyber Security and Cyber Resilience framework for Registrars to an 58
Issue and Share Transfer Agents
27 Advisory for Financial Sector Organizations regarding Software as a 58
Service (SaaS) based solutions
VII. INVESTOR GRIEVANCE REDRESSAL,SCORES
28 Investor grievance through the SEBI Complaints Redress system 59
(SCORES) Platform
29 Online Resolution of Disputes in the Indian Securities Market 59
30 Online processing of investor service requests and complaints by 60
RTAs
VIII. INVESTOR CHARTER
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S. No. Subject Page
No.
31 Publishing Investor Charter and Disclosure of Complaints by 64
Registrar to an Issue and Share Transfer Agents
IX. OTHER GUIDELINES
32 Designated e-mail ID for regulatory communication with SEBI 65
33 Mandatory Requirement of Permanent Account Number 65
34 Prevention of circulation of unauthenticated news by SEBI Registered 66
Market Intermediaries through various modes of communication
35 Guidelines on Outsourcing of Activities by Intermediaries 67
36 General Guidelines for dealing with conflicts of interest 68
37 Framework for Regulatory Sandbox 70
38 RTA inter-operable Platform for enhancing investors’ experience in 70
Mutual Fund transactions / service requests
39 Approach to securities market data access and terms of usage of data 72
provided by data sources in Indian securities market
40 Digital mode of payment 72
41 Reporting requirement under Foreign Account Tax Compliance Act 73
(FATCA)
42 Guidelines on Anti-Money Laundering (AML) Standards and 74
Combating the Financing of Terrorism (CFT) /Obligations of
Securities Market Intermediaries under the Prevention of Money
Laundering Act, 2002 and Rules framed there under
43 Model Tripartite Agreement between the Issuer Company, Existing 75
Registrar to an Issue and Share Transfer Agent and New Registrar to
an Issue and Share Transfer Agent as per Regulation 7(4) of SEBI
(LODR) Regulation, 2015
44 Association of persons regulated by the Board and their agents with 76
certain persons
45 Accessibility and Inclusiveness of Digital KYC to Persons with 77
Disabilities
X. ROLE OF RTAs WITH RESPECT TO PRIMARY MARKET
46 Obligations of RTA with respect to Rights Issue 78
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S. No. Subject Page
No.
47 Investment by Foreign Portfolio Investors (FPI) through primary 78
market issuances
48 Streamlining the process of IPOs with UPI in ASBA and redressal of 79
investor grievances
49 Issue and listing of Non-Convertible Securities (NCS), Securitised 80
Debt Instruments (SDI), Security Receipts (SR), Municipal Debt
Securities and Commercial Paper (CP)
50 Reduction of timelines for listing of units of Real Estate Investment 82
Trust (REIT) and Infrastructure Investment Trust (InvIT)
51 Responsibilities of the Registrar with respect to introduction of 82
Unified Payments Interface (UPI) mechanism for Infrastructure
Investment Trusts
52 Role of RTA with respect to Public Issues 83
53 Streamlining the Process of Public Issues and redressal of Investor 84
grievances
54 Responsibilities of RTA with respect to open offers, buybacks, and 85
delisting offers
XI. REPORTING REQUIREMENTS (FORMATS) 86
XII. ANNEXURES 119
XIII. Appendix - List of Circulars / Notifications 284
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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
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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mode on the SEBI Intermediary Portal (https://siportal.sebi.gov.in). Link for SEBI
Intermediary Portal is also available on SEBI website - www.sebi.gov.in.
2.2. RTA will be separately required to submit relevant documents viz. declarations/
undertakings required as a part of application forms prescribed in relevant regulations, in
physical form, only for records without impacting the online processing of applications for
registration.
2.3. In case of any queries and clarifications with regard to the SEBI Intermediary Portal, RTA
may contact on 022-26449364 or may write at portalhelp@sebi.gov.in.
3. General Instructions to Registrars To an Issue and 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, 2025, (“the Regulations”) no person shall act as a Registrar to
an Issue and Share Transfer Agent (RTA) 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 RTA, 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
3 RRTI Circular No. 1 dated November 05, 1993 and SEBI RRTI Circular No. 1 (94-95) dated October 11, 1994
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compiled with, the RTA 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 RTA 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 11(1)(c), before taking up any assignment to act as RTA,
every RTA must invariably enter into a valid agreement with the company making
the Issue (Issuer) clearly setting out their mutual rights, liabilities and obligations
relating to the issue and more specifically, the inter-se responsibilities for redressal
of investor grievances after the closure of the Issue. The RTA may adopt the draft
and incorporate such clauses as may be considered necessary for defining rights
and obligations vis a-vis the issuer. While doing so, it must, be ensured that
neither party should reserve for itself any rights, which would have the effect of
diminishing in any way its liabilities and obligations under the Companies Act, 2013
and the Regulations.
3.3. Bulk Mailing of Registered letters, Articles etc.:
All share/debenture certificates refund orders, Interest/dividend warrants etc. are
required to be sent by Registered Post.
3.4. Processing of Applications
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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 11(1)(c) of the Regulations, all RTAs 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 RTA (handling
issues) and Issuer (Annexure 1) and RTA (handling share transfer activities) and
Body corporate (Annexure 2). The models have been formulated with a view to bring
about standardization in the legal relationship between the RTA and Issuer / body
corporate. While the RTA 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 RTA 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.
3.5.3. The agreement must be stamped according to the Local Stamp Laws for the time
being in force at the place of execution.
3.5.4. In the case of a large issue, the Issuer may decide to appoint / associate more than
one RTA. In such a case the agreement shall be executed by all the RTAs and the
Issuer and the Lead Manager shall be a confirming party. The scope of work and
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responsibilities of each Registrar shall be clearly spelt out in the agreement.
3.5.5. The agreement entered into by a RTA, with respect to an issue, 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 RTA, with respect to share transfer
activity, 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 RTA 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 RTA
3.6.1. In pursuance of the powers conferred upon SEBI by regulation 17(2)(h) and regulation
17(3)(C) of the Regulations, it is hereby stipulated that in addition to the books,
records and documents stipulated in regulation 17(1), 17(2) and 17(3) the following
records and documents shall also be maintained by the RTA in hard copy / magnetic
media.
Records and Documents to be maintained by RTA acting as a registrar to an issue
(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,
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wastage, destroyed, and handed over to Issuer Company.
(vii) Copies of basis of allotment approved by Stock Exchange.
(viii) Record of returned mail showing details of contents of the letter, details of
securities / refund orders, warrants despatched, date of despatch, date of return
and reasons for being returned.
(ix) Complaints register containing details of the date of receipt of the complaint,
particulars of complainant, nature of complaint, date of disposal and how
disposed of. Complaints received from SEBI shall also be recorded in the
complains register in addition to complaints received directly.
Records and documents to be maintained by RTA acting as a transfer agent
(i) Records of allotment made containing all relevant details received from the RTA
/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 RTA to body corporate or any other person for any reason whatsoever and
date of receipt back by the RTA.
(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 dispatch 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 dispatched, date of dispatch, date of return
and reasons for being returned.
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(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 RTA for a
minimum period of 8 years in terms of regulation 18 of the Regulations. These records
and documents should be kept in the custody of an authorized / responsible officer of
the RTA.
3.6.2. Mandatory obligations of RTA
(i) In addition to other responsibilities accepted and agreed to by a RTA with the
Issuer, the RTA shall only carry out and be responsible for the following activities
in connection with an Issue:
(a) Dispatch of allotment advice/letters of allotment. It is clarified that the RTA
shall not handover these to the company or any other person for dispatch.
The mode of dispatch shall be as mentioned in the offer document.
(ii) The following work shall be undertaken by RTA 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:
(a) Transmission, consolidation, sub-division of securities.
(b) Dispatch of transferred securities and securities received for transmission /
consolidation / sub-division, etc., directly to the investors.
3.6.3. Other directions to RTAs
(i) Keeping the investors interest in mind, RTA shall not accept work disproportionate
to its capacity. RTA shall not unload the entire / substantial portion of its activities
to outside agencies except in case of exigencies beyond its control.
(ii) RTA 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
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printed in issue stationery, etc. If a RTA 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 RTA
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) RTAs 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 dispatch 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 RTA only.
(iv) Under Regulation 18 of the Regulations, RTAs are required to maintain the records
and documents stipulated in regulation 17 for a minimum period of 8 years. These
records / documents to be maintained include the records pertaining to any issue
/ Share transfer work handled by the RTA. Therefore, it is expected that the RTA
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 twenty-one
calendar days of the date of the receipt of the complaint as stipulated in regulation
11(1)(f) of the Regulations.
(v) Certain RTAs hold up their services due to delay / dispatch in payments by the
issuer / body corporate causing great inconvenience to investors. In case of any
substantial delay / dispatch 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 RTAs 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
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warrants, etc. In the interest of the investors and in their own interest RTAs should
maintain proper records and keep these securities items in control to prevent any
misuse.
(vii) The RTAs 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 RTAs are required to maintain proper records of mail returned undelivered.
4. Application procedure for registration as RTA4
An applicant is required to furnish the application in Form A as specified in Annexure-3 to
SEBI for registration. Accordingly, all the existing/prospective RTAs 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. The information submitted to SEBI at the time of registration 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).
4 PMD/RRTI/NB/ 22463/2002 dated November 20, 2002
5SEBI/HO/MIRSD/DOR/CIR/P/2021/42 dated March 25, 2021 and SEBI/HO/MIRSD/ MIRSD-PoD-
2/P/CIR/2022/163 dated November 28, 2022
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5.1.2. The online application in SI portal shall be accompanied by the following
information/declaration/undertaking about itself, the acquirer(s)/the person(s) who
shall have the control and the directors/partners of the acquirer(s)/ the person(s) who
shall have the control:
a) Current and proposed shareholding pattern of the applicant
b) Whether any application was made in the past to SEBI seeking registration in any
capacity but was not granted? If yes, details thereof.
c) Whether any action has been initiated / taken under Securities Contracts
(Regulation) Act, 1956 (SCRA)/ the Act or rules and regulations made thereunder?
If yes, the status thereof along with the corrective action taken to avoid such
violations in the future. The acquirer/ the person who shall have the control shall also
confirm that it shall honour all past liabilities / obligations of the applicant, if any.
d) Whether any investor complaint is pending? If yes, steps taken and confirmation that
the acquirer/ the person who shall have the control shall resolve the same.
e) Details of litigation(s), if any.
f) Confirmation that all the fees due to SEBI have been paid.
g) Declaration cum undertaking of the applicant and the acquirer/ the person who shall
have the control (in a format enclosed at (Annexure-4), duly stamped and signed
by their authorized signatories that:
i. there will not be any change in the Board of Directors of incumbent,
till the time prior approval is granted;
ii. pursuant to grant of prior approval by SEBI, the incumbent shall
inform all the existing investors/ clients about the proposed change prior to
effecting the same, in order to enable them to take informed decision
regarding their continuance or otherwise with the new management; and
iii.the ‘fit and proper person’ criteria as specified in Schedule II of Securities
and Exchange Board of India (Intermediaries) Regulations, 2008 are
complied with (Intermediaries Regulations).
h) In case the incumbent is a registered stock broker, clearing member, depository
participant, in addition to the above, it shall obtain approval/NOC from all the stock
exchanges/clearing corporations/depositories, where the incumbent is a
member/depository participant and submit self-attested copy of the same to SEBI.
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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 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.
5.5. 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
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SECTION –II – GENERAL OBLIGATIONS/RESPONSIBILITIES AND REPORTING
REQUIREMENTS
7. Submission of the Net Worth Certificate7
7.1. In terms of Regulation 17(1)(d) of the Regulations, every RTA is required to keep and
maintain, in respect of the three preceding financial years, statement of net worth for each
quarter.
7.2. Under Regulation 9, every RTA is required to fulfil the net-worth criteria, prescribed therein.
Hence in order to monitor on regular basis and to ensure compliance of the net-worth
requirement by the RTA, as specified under Regulation 9 of the Regulations which is
required to be fulfilled and maintained, both at the time of the grant of the certificate of
registration and at all times during the period of registration, all RTAs 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 RTAs 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 17(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 RTA on half yearly basis within three months of the expiry of
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 20 of 294
the half year. If no work has been handled a nil report should be furnished within the
stipulated period. The reports should be duly certified by the whole-time Director /
Company Secretary / Managing Partner / Compliance Officer with date.
8.2. The Boards of the RTA 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. RTA 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
RTA, 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 RTA ABC Limited submits the report for the half-
year ended September 2025, 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 2025” and the
attached pdf/excel file shall bear the name “ABCLimitedhalf-yearlySeptember2025”.
8.4. All RTAs 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.
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9. Appointment of Compliance Officer10
9.1. All RTAs holding a Certificate of Registration granted to them in accordance with the
Regulations shall appoint a compliance officer who would ensure that all Rules,
Regulations, Guideline, Notifications, Circulars etc. issued by SEBI, the Government of
India, and other Regulatory Organizations are complied with internally. Any discrepancies
/ deviations shall be reported independently by the Compliance Officer to SEBI
immediately.
9.2. The compliance Officer shall:
9.2.1. ensure that observations made/deficiencies pointed out by SEBI in the functioning of
the RTA do not recur.
9.2.2. ensure that the half-yearly reports to be submitted by RTA are true and the same shall
be duly certified by him.
9.2.3. report on a monthly basis the status of 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
10 SEBI RRTI CIRCULAR NO. 1 ( 96-97) dated February 5, 1997
11SEBI/ HO/ MIRSD/ DOS3/CIR/P/2019/68 dated May 27, 2019
12 SEBI/HO/MIRSD/DoP/CIR/P/2018/119 dated August 10, 2018, 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 22 of 294
11.1. Categorization of an RTA as QRTA
An RTA shall be categorized as a QRTA if at any time during a financial year, the
combined number of physical and demat folios being serviced by the RTA for listed
companies exceeds 2 crore.
In case of an RTA being categorized as a QRTA, an intimation to this effect shall be sent
by the RTA within 5 working days to SEBI.
11.2. Period for which an RTA shall be recognized as QRTA
An RTA shall be considered as a QRTA from the date of categorisation as a QRTA as
per Para 11.1 above and shall be considered as such for the next 3 financial years,
irrespective of subsequent fall in number of folios and shall be liable to comply with all
requirements specified from time to time.
11.3. Initial relaxation
Considering the various systems and procedures to be put in place by a new QRTA, a
period of 60 days from the date of its categorisation as a QRTA as per Para 11.1 above
shall be provided to the new QRTA for complying with the enhanced requirements
mandated for QRTAs.
11.4. QRTAs are advised to formulate and implement a comprehensive policy framework,
approved by the Board of Directors(BoD) of the QRTAs, which shall include the following
aspects:
11.4.1. Risk Management Policy:
The QRTAs are advised to establish a clear, thorough and a well-documented risk
management policy, which shall include the following-
a. An integrated and comprehensive view of risks to the QRTAs including those
emanating from vendors, third parties to whom activities are outsourced,
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clients, etc.;
b. 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;
c. Responsibilities and accountability for risk decisions and decision making
process in crises and emergencies.
11.4.2. Guidelines for Business Continuity Plan (BCP) and Disaster Recovery:
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,
QRTAs are required to comply with the following framework for BCP and DR:
(A) Organizational Resilience and Documentation
(a) 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.
(b) 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 have the capability of
running live operations from DRS without involving staff of the PDC.
(c) 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-
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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.
(d) 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.
(B) Configuration of DRS/NS with PDC
(a) 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 kilometer shall be ensured
between PDC and DRS so that both DRS and PDC are not affected by the
same disaster.
(b) 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.
(c) 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.
(d) 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.
(e) The ‘Critical Systems’ for a QRTA catering to AMCs may include Accepting and
Processing of Transactions (end to end, including purchase, redemption,
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Dividend Payment etc.), Connectivity with AMCs, NAV Calculation related
processes. The above list is indicative and not exhaustive in nature.
(f) 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.
(g) 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.
(h) Solution architecture of PDC and DRS should ensure high availability, fault
tolerance, no single point of failure and data and transaction integrity.
(i) 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.
(j) 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.
(k) 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.
(l) 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.
(C) DR drills/Testing
(a) 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.
(b) 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.
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(c) 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.
(d) During the drills, the staff based at PDC should not be involved in supporting
operations in any manner.
(e) The drill should include running all operations from DRS for at least 1 full trading
day.
(f) Before DR drills, the timing diagrams clearly identifying resources at both ends
(DRS as well as PDC) should be in place.
(g) 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.
(h) 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 documented results and
observations of DR drills (to be included in the scope of System Audit).
(i) ‘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.
(j) 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.
(k) 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.
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(D) BCP – DR Policy Document
(a) QRTAs shall put in place a comprehensive BCP-DR policy document outlining
the following:
(i) Broad scenarios that would be defined as a Disaster for an QRTA (in
addition to definition provided above).
(ii) Standard Operating Procedure to be followed in the event of Disaster.
(iii) Escalation hierarchy within the QRTA to handle the Disaster.
(iv) 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.
(v) Documentation policy on record keeping pertaining to DR drills (to be
included in the scope of System Audit).
(vi) Scenarios demonstrating the preparedness of QRTAs to handle issues
in Critical Systems that may arise as a result of Disaster.
(vii) Framework to constantly monitor health and performance of Critical
Systems in normal course of business.
(b) 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.
(c) 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 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.
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(d) 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.
(e) 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.
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Towards this purpose, QRTAs shall lay down appropriate protocols, processes and
controls for its activities and also for entities who wish to connect with the database of
the QRTAs electronically QRTAs shall also have written agreements,
confidentiality contracts, security protocols and such other relevant procedures for
data integrity while facilitating electronic access.
11.4.6. Ensuring Integrity of Operations:
QRTAs shall maintain adequate human resources, systems and processes for smooth
functioning. QRTAs to also ensure that its database, servers, data storage media shall
reside in India.
QRTAs shall lay down the minimum standards, protocol and procedures for smooth
running of operations, to protect the investor data and maintain information security.
Further, the QRTAs shall have a detailed operations manual explaining all aspects of
its functioning, including the interface and method of transmission of information
between the depository, issuers, and others. The QRTAs shall have a mechanism in
place to have periodic replication of data with the concerned Mutual Funds / Issuer
Companies/ Real Estate Investment Trusts(REITs)/ Infrastructure Investment Trusts
(InVITs).
11.4.7. Scalable Infrastructure:
The BoD of QRTAs shall approve a policy framework for up-gradation of infrastructure
and technology from time to time to ensure smooth functioning and scalability for
delivering services to investors at all times. QRTAs shall at all times, maintain
adequate technical capacity to process twice the peak transaction load encountered
during past six months.
11.4.8. Board of Directors(BoD)/ Committees of BoD of QRTAs:
The BoD of QRTAs shall seek reports on incidents having an impact on investor
protection including data security breaches that can affect investor data, etc. QRTAs
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shall have Committees of the Board of Directors including Audit Committee,
Nomination and Remuneration Committee and IT Strategy Committee.
The Audit Committee shall assist the BoD in fulfilling its corporate governance and
overseeing responsibilities in relation to an entity's financial reporting, internal
control system, and risk management system including the risk parameters. The Audit
Committee shall also review the internal audit reports, compliance to SEBI
Regulations, circulars and the reasonableness of the price being charged for investor
services.
The Nomination and Remuneration Committee shall in accordance with the rules laid
down, recommend to the BoD a policy, relating to the appointment, tenure and
remuneration for the directors, key managerial personnel and other employees.
The IT Strategy Committee shall provide insight and advice to the BoD of QRTAs in
various areas that may include developments in IT and alignments with the same from
investor services perspective, scalability of operations, etc.
11.4.9. Investor Services and Service Standards:
a. QRTAs, servicing Mutual Funds investors, must have Investor Service Center
in at least 100 cities based on investor population pertaining to the Mutual
Funds clients they service. As regards servicing of corporate, REIT, InvIT
investors, QRTA shall maintain adequate investor service centers based on
investor population. This shall be reviewed from time to time by SEBI.
b. QRTAs shall have online capabilities for investor queries, complaints and their
redressal. The complaints redressal mechanism should be investor friendly
and convenient. The same should have capabilities of being retrieved easily
by the complainant online through complaint reference number, e-mail id,
mobile no. etc.
c. QRTAs, handling corporate registry functions, shall develop facility for
providing services for managing Shareholders General Meetings including
shareholders voting / poll process and web streaming of all Annual General
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Meetings (AGMs) of all their listed client companies. QRTAs shall also look
forward to providing other value added services and when required by SEBI.
d. QRTAs must publish on its website, the service standards (eg: turnaround time
for services rendered).
e. QRTAs should also carry out stakeholder/ investor satisfaction surveys
annually, and the same should also be published on the website before March
31, every year.
11.4.10. Insurance against Risks:
All QRTAs shall take adequate insurance for omissions and commissions, frauds by
employee/s to protect the interests of the investors.
The compliance report of the enhanced reporting norms shall be submitted to SEBI
duly reviewed by the BoD of QRTAs, within 60 days of expiry of each calendar
quarter. The format of the report is placed at Annexure 5.
12. Strengthening the Guidelines and Raising Industry standards for RTA, Issuer
Companies and Banker to an Issue:13
12.1. RTAs shall strictly comply with guidelines (Annexure-6). Issuer companies shall strictly
monitor the activities of their RTAs and ensure compliance with these guidelines. It is
clarified that where RTA 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&15
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-4 (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 Company shall obtain the original securities certificate(s) for processing of
service requests.
The investors shall have a demat account before submitting the service request. Latest
Client Master List (‘CML’) of the demat account, not older than two months and duly
attested by the Depository Participant (‘DP’) and duly filled in demat conversion request
form shall be submitted by the investor along with the service request to the RTA.”
13.3. The RTA/Issuer Company shall verify and process the service requests and thereafter
issue securities to the securities holder/claimant in dematerialised form, directly in the
demat account of the securities holder/claimant, within 30 days of its receipt of such
request after removing objections, if any.
14 SEBI/HO/MIRSD/MIRSD RTAMB/P/CIR/2022/8 dated January 25, 2022;
15 HO/38/13/(3)2026-MIRSD-POD/I/3763/2026 dated January 30, 2026
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13.4. The common norms as stipulated in Para 20 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 Company shall initiate
the demat conversion request in the depository system for direct credit of
securities in the demat account of the security holder/claimant.
13.5.2. Post confirmation of the demat conversion request, the depositories/RTAs/listed
companies shall send an intimation to the security holder/claimant regarding
successful dematerialisation of the securities.
13.5.3. In case of the securities which are required to be locked in, the RTA, while
crediting the securities in the demat account of the security holder/claimant, shall
incorporate/intimate the Depository about the lock-in and its period.
13.5.4. The RTA shall retain the physical securities as per the existing procedure and
deface the certificate with a stamp "Securities issued in dematerialised form" on
the face/ reverse of the certificate, subsequent to processing of service request.
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
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
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(a) 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.
(b) 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.
(c) 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.
(d) 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.
(e) 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.”
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.
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 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. RTAs shall:
14.1.1. 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. have proper systems and procedures in place to verify that the securities tendered for
dematerialisation have not been dematerialised earlier.
14.1.3. 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. 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
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 36 of 294
inter depository transfer except on the ground that a depository did not have adequate
balance of securities in its account or if there was mismatch of transfer requests from the
depositories.
15.2. Every company shall appoint the same RTA for both the depositories.
15.3. All the work related to share registry in terms of both physical and electronic should be
maintained at a single point i.e. either in-house by the company or by a SEBI registered
RTA.
15.4. The RTA shall accept partial dematerialisation requests and will not reject or send back
the complete lot of dematerialisation request to the DPs in cases where only a part of the
request was to be rejected.
15.5. In cases where a DP has already sent information about dematerialisation electronically
to an RTA but physical shares have not received, the RTA will accept the demat request
and carry out dematerialization on the indemnity given by the DP and proof of dispatch
of document given by DP.
15.6. It is ensured that the dematerialization request is processed within 15 days from the date
of such request. The request shall not be rejected on flimsy grounds or without specifying
reason for rejection or without proper documents supporting your reason for rejection. A
violation of this directive would invite suitable action.
16. Database for Distinctive Number of Shares:-19
16.1. In order to ensure centralised record of all securities, including both physical and
dematerialised shares, issued by the company and its reconciliation thereof, the
Depositories shall create and maintain a database of distinctive numbers (DN) of equity
shares of listed companies with details of DN in respect of all physical shares and overall
DN range for dematerialised shares.
19 SEBI Circular CIR/MRD/DP/ 10 /2015 dated June 05, 2015
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16.2. The DN database shall make available, information in respect of issued capital, such as
DN Range, number of equity shares issued, name of stock exchange where the shares
are listed, date of in-principle listing / final trading approval / dealing permission, shares
held in physical or demat form, date of allotment, shares dematerialized under temporary
(frozen) ISIN (International Securities Identification Number) or Permanent (active) ISIN
etc., at one place.
16.3. Issuers/RTAs shall use the interface provided by the Depositories for the following –
16.3.1. To update DN information in respect of all physical share capital and overall DN range
for dematerialised share capital for all listed companies.20
16.3.2. Updating the fields viz. Distinctive Numbers (From), Distinctive Numbers (To),
Number of Equity Shares, Name of Stock Exchange, Physical / Demat, and Date of
allotment and date of issue (date of credit to BO account), on a continuous basis for
subsequent changes including changes in case of further issue, fresh issuance / new
listing and other change / alteration in capital (such as buy-back of shares, forfeiture
of shares, capital reduction, etc.).
16.3.3. Capturing / updating the DN information on a continuous basis while processing,
dematerialisation / rematerialisation requests confirmation, executing corporate
action, etc.
16.4. Issuers/RTAs shall take all necessary steps to update the DN database. If there is
mismatch in the DN information with the data provided / updated by the Stock Exchanges
in the DN database, the Issuer/RTA shall take steps to match the records and update the
same.
16.5. Failure by the Issuers/RTAs to ensure reconciliation of the records as required shall
attract appropriate actions under the extant laws.
20 SEBI/HO/MRD/DOP2DSA2/CIR/P/2019/87 dated August 01, 2019
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SECTION IV – TRANSFER RELATED MATTERS
17. Ease of Doing Investment – Special Window for Transfer and Dematerialisation of
Physical Securities21
17.1. To facilitate ease of investing for investors and to secure their rights in the securities
purchased by them, vide Circular dated July 02, 2025, a special window was opened for
re-lodgement of transfer deeds of physical securities.
17.2. In order to further facilitate the investors to get rightful access to their securities, the Board
has decided to open another special window for transfer and dematerialisation (“demat”)
of physical securities which were sold/purchased prior to April 01, 2019.
17.3. This special window shall be open for a period of one year from February 05, 2026 to
February 04, 2027.
17.4. The special window shall also be available for such transfer requests which were submitted
earlier and were rejected/returned/not attended to due to deficiency in the
documents/process/or otherwise.
17.5. The securities so transferred shall be mandatorily credited to the transferee only in demat
mode and shall be under lock-in for a period of one year from the date of registration of
transfer. Such securities shall not be transferred/lien-marked/pledged during the said lock-
in period.
17.6. For clarity with regard to applicability of this window, below matrix may be referred to:
Original Eligible to
Lodged for transfer
Execution Date of Security lodge in the
before April 01,
Transfer Deed Certificate current
2019?
Available? window?
No
Before April 01, 2019 Yes ✔
(it is fresh lodgement)
21 HO/38/13/11(2)2026-MIRSD-POD/ I/3750/2026 dated January 30, 2026
Page 39 of 294
Yes
Before April 01, 2019 (it was rejected/ Yes ✔
returned earlier)
Before April 01, 2019 Yes No ✘
Before April 01, 2019 No No ✘
17.7. Conditions to be fulfilled by the investor/transferee
The transferee shall be mandatorily required to submit the following documents:
a. Original security certificate(s);
b. Transfer deed executed prior to April 01, 2019;
c. Proof of purchase by transferee, as may be available;
d. KYC documents of the transferee (as per ISR forms);
e. Latest Client Master List (‘CML’), not older than 2 months, of the demat account of the
transferee, duly attested by the Depository Participant; and
f. Undertaking cum Indemnity as per the format at Annexure-7.
17.8. Cases involving disputes between transferor and transferee will not be considered in this
window and may be settled by transferor and transferee through court/NCLT process.
17.9. Further, securities which have been transferred to Investor Education and Protection Fund
(IEPF) shall not be considered under this window for processing.
17.10. Obligations on Listed Companies/RTAs/Depositories
(A) Identity verification:
i) PAN, identity proof and address proof of the transferee(s) and transferor(s) shall be
mandatorily verified.
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ii) In case of mismatch of name in PAN card vis-à-vis name on transfer deed, transfer
shall be registered on submission of additional documents explaining the difference
in names viz. copy of any Officially Valid Document or copy of gazette notification
regarding change in name.
(B) Signature verification:
Procedure as laid down in Para (B) of Schedule VII of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 shall be followed for difference or non-
availability of signature of the transferor(s).
(C) Non-delivery of objection memo to the transferor / non-availability of any
document required for transfer:
i) In case of non-delivery of the objection memo to the transferor, non-cooperation by
/ inability / non-traceability of the transferor / non-availability of any document
required for transfer as per Para A above, an advertisement shall be published in at
least:
a. one English language national daily newspaper having nationwide
circulation; and
b. one regional language daily newspaper published in the place of last known
address of the transferor available in the records of the listed entity,
giving notice of the proposed transfer and seeking objection, if any, to the same
within a period of 30 days from the date of advertisement. A copy of the
advertisement shall also be posted on the listed company’s website.
ii) As a measure of ease to the investor, only a minimal fee may be charged by the
listed company from the investor towards such advertisement.
iii) Transfer shall be effected only after the expiry of 30 days from the newspaper
advertisement.
(D) In case of death of transferee as per the executed transfer deed, legal heir(s) can claim
the securities with all required documents as per the specified transmission procedure.
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(E) While giving credit of securities in the demat account of the transferee, listed
company/RTA shall intimate the depository regarding one-year lock-in of the securities.
(F) After the transfer, if a fraud is detected during the one-year lock-in period, the lock-in
shall continue on the related securities till further intimation. In such cases, securities
so locked-in shall be released only in favour of the claimant as per order from
competent court for release of securities.
17.11. The listed companies / RTAs shall process the transfer requests within 70 days from the
date of receipt of request from the transferee with complete documentation.
17.12. Listed companies, RTAs and Stock Exchanges shall publicize the opening of this special
window through various media including print and social media, once every two months
during the one-year period.
18. Tendering of physical shares in open offers, buybacks and delisting of securities of
listed entities22
18.1. Regulation 40(1)(a) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘LODR Regulations’) states that “The
requests for effecting transfer of securities shall not be processed unless the securities
are held in the dematerialised form with a depository;”
18.2. 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.
19. Collection of stamp duty on issue, transfer and sale of units of AIFs:- 23
19.1. 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
22 SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020
23 SEBI/HO/IMD/DF6/CIR/P/2020/113 dated June 30, 2020
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thereunder, only in case of instruments of transaction otherwise than through a recognised
stock exchange or depository
19.2. 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.
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SECTION V –INVESTOR’S SERVICE REQUEST
20. Common and Simplified Norms for processing investor's service request by RTAs and
norms for furnishing PAN, KYC details and Nomination24 25
20.1. Mandatory furnishing of PAN and KYC details by holders of physical securities.
It shall be mandatory for all holders of physical securities in listed companies to furnish
PAN, 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.
20.2. Folios without PAN and KYC details.
The security holder(s) whose folio(s) do not have PAN, Contact Details, Bank Account
Details and Specimen Signature updated, shall be eligible:
(a) to lodge grievance or avail any service request from the RTA only after furnishing
PAN and KYC details.
(b) 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 20.1 of this Master Circular.
20.3. 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.
24 SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023, SEBI/HO/MIRSD/MIRSD-PoD-
1/P/CIR/2023/181 dated November 17, 2023 and SEBI/HO/MIRSD/POD-1/P/CIR/2024/81 dated June 10, 2024
25 It may be noted that the provisions related to furnishing of PAN and KYC Details shall not be applicable in case
of requests received from the investors pertaining to dematerialization of physical securities.
Page 44 of 294
20.4. 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.
20.5. 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.
20.6. 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.
20.7. 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.
20.8. KYC details across all folios of the holder, maintained by the RTA
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20.8.1. 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.
20.8.2. 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.
20.8.3. Details which are not available for the physical folio in RTA database as provided in
CML along with Form ISR-1 as per 20.8..2 above, shall be updated from the CML.
20.9. 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.
20.10. 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.
20.11. All objections by RTA in one instance
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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.
20.12. 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.
20.13. 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 20.1 of this circular on
an annual basis within 6 months from the end of the financial year.
20.14. Mandatory furnishing of ‘Choice of Nomination’ for new Demat
accountholders/Mutual Fund unitholders
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20.14.1. All new investors/unitholders shall to be required to mandatorily provide the
'Choice of Nomination' for demat accounts/ MF Folios (except for jointly held
Demat Accounts and Mutual Fund Folios).
20.14.2. All existing investors/ unitholders are encouraged, in their own interest, to provide
‘choice of nomination’ for ensuring smooth transmission of securities held by them
as well as to prevent accumulation of unclaimed assets in securities market. The
formats for providing Nomination and Opting-out of Nomination both in case of
Demat Account and MF Folios are provided at Annexure-35 and Annexure-36
respectively.
20.14.3. In case of demat accounts, Depository Participants and in case of mutual fund
folios, AMCs and RTAs shall encourage the demat account holders/ mutual fund
unit holders to update ‘choice of nomination’ by sending a communication on
fortnightly basis by way of emails and SMS to all such demat account holders/
mutual fund unit holders who have not provided the ‘choice of nomination’. The
communication shall provide guidance for demat account holders/ mutual fund unit
holders to provide ‘choice of nomination’.
20.14.4. Further, to encourage the existing investors to provide 'choice of nomination', a
pop-up shall be provided on web/mobile application/platform to the investors by
Depositories and Depository Participants while logging into the Demat Account
and by AMCs (including MF RTAs, other platforms providing online execution
services) while logging into their MF account. This pop-up may be shown only to
those clients whose MF Folios/demat account(s) do not have 'choice of
nomination'.
21. Procedure and Standardisation of formats of documents for transmission of
securities26
21.1. 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.
26 SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/65 dated May 18, 2022
Page 48 of 294
21.2. The Operational Guidelines for processing investor’s service request for the purpose of
transmission of securities are provided in Annexure- 15.
21.3. The format of the form to be filed by nominee/claimant/legal heir while requesting
transmission of securities is provided in Annexure- 16.
21.4. The revised documentation requirements in case of transmission of securities are
specified below:
21.4.1. 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.
21.4.2. 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.
21.4.3. 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;
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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:
21.4.4. 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.
21.4.5. 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.
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21.4.6. For value of securities up to rupees five lakhs per listed entity in case of securities
held in physical mode, and up to rupees fifteen lakhs per beneficial owner in case of
securities held in dematerialized mode, as on date of application by the claimant, and
where the documents mentioned in serial number 9 as per Annexure-14, are not
available, the legal heir(s) /claimant(s) may submit the following documents:
a) a notarized indemnity bond made on non-judicial stamp paper of appropriate
value in the format provided in Annexure- 18, indemnifying the STA/ listed entity:
b) no objection certificate from all legal heir(s) stating that they do not object to such
transmission in the format provided in Annexure- 19 or copy of family settlement
deed executed by all the legal heirs, duly attested by a notary public or by a
gazetted officer; and
The listed entity may, at its discretion, enhance the value of securities from the threshold
limit of rupees five lakhs, in case of securities held in physical mode.
21.5. 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.
21.6. The common norms as stipulated in Para 20 shall be applicable for transmission service
requests.
21.7. 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 transmit the securities directly27 in the demat
account of the claimant(s) and intimate the claimant(s) about its execution as may be
applicable, within 30 days of the receipt of such request.
27 HO/38/13/(3)2026-MIRSD-POD/I/3763/2026 dated January 30, 2026
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22. Ease of Doing Investment - Smooth transmission of securities from Nominee to Legal
Heir28
22.1. SEBI has streamlined the process of appointing nominee. The nominee acts as a Trustee
of the securities of the original security holder and transfers the securities to the legal heir
as per succession plan.
22.2. As per existing procedure for effecting such transfers, the nominee, while transferring the
securities to legal heir, may get assessed for capital gains tax. Payment of tax by the
nominee in such a situation may not be appropriate considering that in terms of clause
(iii) of Section 47 of the Income Tax Act, 1961, such transmission is exempted and not
considered as “transfer”. While the nominee may claim refund of such tax, this process
causes inconvenience to the nominee.
22.3. In order to alleviate this inconvenience, a Working Group (“WG”) was formed. The WG,
based on engagement with the Central Board of Direct Taxes (“CBDT”), recommended
that to address the issue, reporting entities should use the reason code “TLH” (i.e.
Transmission to Legal Heirs), while reporting such transactions to the CBDT.
22.4. Accordingly, in order to streamline the process of transmission of securities from nominee
to legal heir and resolve the abovementioned issues related to taxation, it has been
decided that a standard reason code viz. “TLH” shall be used by the reporting entities
while reporting the transmission of securities from nominee to legal heir, to the CBDT so
as to enable proper application of the provisions of the Income Tax Act, 1961.
22.5. The procedural requirements for transmission of securities to legal heir shall continue to
be as provided under the provisions of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 and Para 21 of this Master Circular (as updated from
time to time).
28 SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/130 dated September 19, 2025
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23. Entities permitted to undertake e-KYC Aadhaar Authentication service of UIDAI in
Securities Market29
23.1. 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:
23.1.1. Bombay Stock Exchange Limited
23.1.2. National Stock Exchange of India Limited
23.1.3. National Securities Depository Limited
23.1.4. Central Depository Services (India) Limited
23.1.5. CDSL Ventures Limited
23.1.6. NSDL Database Management Limited
23.1.7. NSE Data and Analytics Limited
23.1.8. CAMS Investor Services Private Limited
23.1.9. Computer Age Management Services Private Limited
23.2. 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.
24. Simplification of procedure and standardization of formats of documents for issuance
of duplicate securities certificates 30
24.1. The procedure and documentation requirements for issuance of duplicate securities are
mentioned below: -
29 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
30 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
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24.1.1. 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 Rs. Ten
Lakhs, the security holder shall submit an Affidavit-cum-Indemnity bond as per the
prescribed format, on a non-judicial stamp paper of appropriate value as prescribed
by the Stamp Act of the state where the claimant resides.
The value of the non-judicial stamp paper shall be reckoned as higher of the amount
as prescribed for an affidavit and an indemnity individually”
24.1.2. Further, for securities having value up to Rs. Ten Thousand, as on the date of
submission of application, the security holder shall submit an undertaking as per
specified format on a plain paper.”
24.1.3. For securities having value more than Rs. Ten Lakhs, the claimant shall, in addition
to the document mentioned in Para 24.1.1, submit a 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.
24.1.4. For securities having value more than Rs. Ten Lakhs, the listed company shall
issue an advertisement regarding loss of securities in a widely circulated newspaper
in the region where its registered office is situated, on a weekly basis. The timeline
for processing of the service request for issuance of duplicate security certificates
shall commence from the date of submission of complete documentation by the
investor or issuance of newspaper publication by the listed company, whichever is
later.
The listed company may charge a minimal fee from the investor towards such
advertisement.”
24.1.5. 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.
24.1.6. An overseas securities holder, in lieu of documents mentioned in Para 24.1.1 of this
Master Circular, shall be permitted to provide self-declaration of the security
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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.
24.1.7. 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.
24.2. 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.
24.3. 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
24.4. Duplicate securities shall be issued in dematerialized mode only.
24.5. Operational Guidelines for processing investor’s service request for the purpose of
issuance of duplicate securities have been placed at Annexure-20.
24.6. Formats of various documents required to be submitted by security holder while requesting
for issuance of duplicate securities have been provided below31:
a) Affidavit-cum-Indemnity for cases above Rs. Ten Thousand/undertaking for
cases up to Rs. Ten Thousand (pdf)
b) Investor Service Request Form –4 (ISR-4)(pdf)
31 HO/38/13/(3)2026-MIRSD-POD/I/3763/2026 dated January 30, 2026
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25. Deletion of name of the financial institution in case of physical security certificate
earlier pledged by the investor with such financial institution32
25.1. 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.
25.2. 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”).
25.3. 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:
25.3.1. 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.
25.3.2. 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.
25.3.3. 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;
32 SEBI’s Advisory Letter dated June 13, 2023 to all the RTAs
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 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.
25.3.4. 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.
25.3.5. Issuer Company/RTA shall, after deletion of the name of such financial institution,
initiate the demat conversion request in the depository system for direct credit of
securities in the demat account of the security holder/claimant. In this regard, while
submitting the request, the security holder/claimant shall submit latest copy of CML, not
older than two months, of the his/her demat account duly attested by DP along with
demat conversion request form, to the Issuer Company/RTA33.
25.3.6. Timeline for processing such cases shall be out of purview of Investor Charter.
33 HO/38/13/(3)2026-MIRSD-POD/I/3763/2026 dated January 30, 2026
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SECTION VI – INFORMATION TECHNOLOGY & CYBER SECURITY
26. Cyber Security and Cyber Resilience framework for Registrars to an Issue and Share
Transfer Agents (REs)34
26.1. The provisions related to cyber security and cyber resilience framework are applicable to
RTAs in terms of SEBI Circular No. SEBI/HO/ ITD-1/ITD_CSC_EXT/P/CIR/2024/113
dated August 20, 2024; SEBI/HO/ ITD-1/ITD_CSC_EXT/P/CIR/2024/184 dated December
31, 2024; SEBI/HO/ ITD-1/ITD_CSC_EXT/P/CIR/2025/45 dated March 28, 2025 and
SEBI/HO/ ITD-1/ITD_CSC_EXT/P/CIR/2025/60 dated April 30, 2025.
For RTAs, other than those servicing more than 2 crore folios, the above framework is
applicable with effect from June 30, 2025.
27. Advisory for Financial Sector Organizations regarding Software as a Service (SaaS)
based solutions35
27.1. 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.
27.2. 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.
27.3. 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.”
34SEBI/HO/ ITD-1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024; SEBI/HO/ ITD-
1/ITD_CSC_EXT/P/CIR/2024/184 dated December 31, 2024; SEBI/HO/ ITD-1/ITD_CSC_EXT/P/CIR/2025/45 dated
March 28, 2025 and SEBI/HO/ ITD-1/ITD_CSC_EXT/P/CIR/2025/60 dated April 30, 2025
35 SEBI/HO/MIRSD2/DOR/CIR/P/2020/221 dated November 03, 2020
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SECTION VII – INVESTOR GRIEVANCE REDRESSAL, SCORES
28. Investor grievance through the SEBI Complaints Redress system (SCORES) Platform36
28.1. 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.
28.2. The RTAs 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.
28.3. A daily alert on pending complaints will be forwarded at the e-mail ID registered with SEBI
for regulatory communications.
28.4. 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.
28.5. 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
29. Online Resolution of Disputes in the Indian Securities Market37
The provisions related to Online Resolution of Disputes in the Indian Securities Market are
applicable in terms of SEBI Circular No. SEBI/HO/OIAE/OIAE_IAD-3/P/CIR/2023/195
dated December 28, 2023.
36 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
37 SEBI/HO/OIAE/OIAE_IAD-3/P/CIR/2023/195 dated December 28, 2023
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30. Online processing of investor service requests and complaints by RTAs38
30.1. 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.;
b) Processing of investor requests (Duplicate security certificates, folio consolidation,
transmission, transposition etc.);
c) Services through depository participants such as dematerialization, re-materialization
etc.
30.2. 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
30.3. 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.
38 SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/72 dated June 08, 2023
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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.
30.4. 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
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
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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.
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.
30.5. The aforesaid online system along with functional website as referred to in Para 30.3
above shall be implemented by QRTAs from January 01, 2024 and by all other registered
RTAs dealing with listed companies from June 01, 2024.
30.6. 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.
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30.7. 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 30.5 above,
certifying the changes carried out, systems put in place/ new operating procedures
implemented etc. to comply with the provisions of this circular.
30.8. 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
30.9. 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.
30.10. These provisions under Para 30 are 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 these
provisions.
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SECTION VIII- INVESTOR’S CHARTER
31. Publishing Investor Charter and Disclosure of Complaints by RTAs on their websites39
31.1. 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.
31.2. 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.
31.3. The Registrar Association of India (RAIN) shall also disseminate the Investor Charter on
its website.
31.4. 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.
39 SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/67 dated May 14, 2025
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SECTION IX – OTHER GUIDELINES
32. Designated e-mail ID for regulatory communication with SEBI40
32.1. 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.
32.2. 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.
33. Mandatory Requirement of Permanent Account Number41
33.1. 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.
33.2. The RTAs are advised in this regard as under:
33.2.1. 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.
33.2.2. 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.
33.2.3. 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.
40 MIRSD/ DPSIII/ Cir-21/ 08 dated July 07, 2008
41 MRD/DoP/Cir- 05/2007 dated April 27, 2007 and MRD/DoP/Cir-20/2008 dated June 30, 2008
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33.2.4. 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.
33.3. 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.
33.4. 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. Prevention of circulation of unauthenticated news by SEBI Registered Market
Intermediaries through various modes of communication42
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.
42 Cir/ ISD/1/2011 dated March 23, 2011; and Circular Cir/ISD/2/2011 dated March 24, 2011
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35. Guidelines on Outsourcing of Activities by Intermediaries43
35.1. 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.
35.2. It has been observed that often the intermediaries resort to outsourcing with a view to
reduce costs, and at times, for strategic reasons.
35.3. 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.
35.4. Principles for Outsourcing
The risks associated with outsourcing may be operational risk, reputational risk, legal
risk, country risk, strategic risk, exit-strategy risk, counter party risk, concentration and
systemic risk. In order to address the concerns arising from the outsourcing of activities
by intermediaries based on the principles advocated by the International Organisation
of Securities Commissions (IOSCO) and the experience of Indian markets, SEBI had
prepared a concept paper on outsourcing of activities related to services offered by
intermediaries.
The principles for outsourcing by intermediaries have been provided at Annexure-28.
These principles shall be followed by all RTAs registered with SEBI.
35.5. 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
43 CIR/MIRSD/24/2011 dated December 15, 2011
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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.
35.6. 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.
36. General Guidelines for dealing with conflicts of interest44
36.1. 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.
36.2. 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.
36.3. 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.
44 SEBI Circular CIR/MIRSD/5/2013 dated August 27, 2013
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36.4. 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;
36.5. The Boards of such entities shall put in place systems for implementation of
aforementioned provisions and provide necessary guidance enabling identification,
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elimination or management of conflict of interest situations. The Boards shall review the
compliance of aforementioned provisions periodically.
36.6. 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.
37. Framework for Regulatory Sandbox45
37.1. 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.
37.2. The updated guidelines pertaining to the functioning of the Regulatory Sandbox are
provided at Annexure 29.
38. RTA inter-operable Platform for enhancing investors’ experience in Mutual Fund
transactions / service requests46
38.1. 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.
38.2. 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
45 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
46 SEBI/HO/IMD/IMD-II DOF3/P/CIR/2021/604 dated July 26, 2021
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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.
38.3. 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.
38.4. 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.
38.5. AMCs, RTAs, and Depositories shall adopt the data definitions and standards as provided
/ recommended by SEBI for data exchange amongst various participants.
38.6. 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.
38.7. 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”.
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38.8. All the stakeholders are advised to collaborate and work together towards the development
and implementation of the proposed investor-friendly platform.
38.9. AMCs, RTAs, Depositories, AMFI and key stakeholders are advised to create awareness
about this initiative amongst the investors.
39. Approach to securities market data access and terms of usage of data provided by data
sources in Indian securities market47
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.
40. Digital mode of payment48
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 Intermedia ary on Rs.) paymen and No.
t Accou
47 SEBI/HO/DEPA-III/DEPA-III_SSU/P/CIR/2022/25 dated February 25, 2022
48 SEBI/HO/GSD/T&A/CIR/P/2017/42 dated May 16, 2017
Page 72 of 294
ry/ Other Number (includi nt
entities (if any) ng the numbe
period r from
for which
which payme
paymen nt is
t 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.
41. Reporting requirement under Foreign Accounts Tax Compliance Act (FATCA)49
41.1. 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.
41.2. 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
49 SEBI Circular CIR/MIRSD/2/2015 dated August 26, 2015 and SEBI Circular CIR/MIRSD/3/2015 dated
September 10, 2015
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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).
41.3. 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
41.4. 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_impl
ementation_31_08_2015.pdf.
41.5. RTAs are advised to take necessary steps to ensure compliance with the requirements
specified in the aforesaid Rules after carrying out necessary due diligence.
42. 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:
Page 74 of 294
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
43. Model Tripartite Agreement between the Issuer Company, Existing Registrar to an
Issue and Share Transfer Agent and New Registrar to an Issue and Share Transfer
Agent as per Regulation 7(4) of SEBI (LODR) Regulation, 201550
43.1. As per regulation 11(1)(c) of SEBI (Registrars to an Issue and Share Transfer Agents)
Regulations, 2025: “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, as updated from time to time), draft Bipartite Agreement was prescribed by SEBI.
43.2. 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.”
43.3. 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.
50 SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/79 dated May 25, 2023
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44. Association of persons regulated by the Board and their agents with certain persons51
44.1. Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations,
2024, Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations)
(Fourth Amendment) Regulations, 2024 and Securities and Exchange Board of India
(Depositories and Participants) (Second Amendment) Regulations, 2024 have been
notified by SEBI on August 29, 2024.
44.2. These regulations inter alia provide that persons regulated by the Board (including
recognised stock exchanges, clearing corporations and depositories), and agents of
such persons shall not have any direct or indirect association with another person who-
(i) provides advice or any recommendation, directly or indirectly, in respect of or
related to a security or securities, unless the person is registered with or otherwise
permitted by the Board to provide such advice or recommendation; or
(ii) makes any claim, of returns or performance expressly or impliedly, in respect of or
related to a security or securities, unless the person has been permitted by the
Board to make such a claim.
The aforesaid provisions are not applicable in respect of an association through a
“specified digital platform”.
The person regulated by the Board (including recognised stock exchanges, clearing
corporations and depositories) is required to ensure that any person associated with it
or its agent does not engage in the activities mentioned in clauses (i) or (ii) above without
the necessary permission.
44.3. In terms of these regulations, a “specified digital platform” shall mean digital platform as
specified by the Board, which has a mechanism in place to take preventive as well as
curative action, to the satisfaction of the Board, to ensure that such a platform is not
used for indulging in any activity as referred to in clauses (i) or (ii) of paragraph 44.2
above.
51 SEBI/HO/MIRSD/ MIRSD-PoD-1/P/CIR/2024/143 dated October 22, 2024 and SEBI/HO/MIRSD/ MIRSD-PoD-
1/P/CIR/2025/11 dated January 29, 2025
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44.4. It has been clarified that the term “another person” shall not include a person who is
engaged in investor education, provided that such a person does not, directly or
indirectly, indulge in any activity as referred to in clauses (i) or (ii) of paragraph 44.2
above.
44.5. While the guidelines on the preventive and curative measures for the digital platforms
for their recognition as specified digital platform are being specified separately, the
persons regulated by the Board (including recognised stock exchanges, clearing
corporations and depositories), and their agents have been advised to terminate their
existing contracts, if any, with persons engaged in the activities mentioned in clauses (i)
or (ii) of paragraph 44.2 above, by January 21, 2025.
44.6. To provide guidance for compliance to persons regulated by the Board, MIIs, and their
agents on their association with another person, the details/clarifications on the
provisions are provided in the form of frequently asked questions at Annexure-21.
45. Accessibility and Inclusiveness of Digital KYC to Persons with Disabilities52
45.1. The Hon’ble Supreme Court in its judgement dated April 30,2025, emphasized the need
for equal and accessible inclusion of persons with disabilities for availing financial
services and directed to ensure that the process of digital KYC is accessible to persons
with disabilities.
45.2. SEBI is committed to the cause of enabling equal access of services of its registered
intermediaries to persons with disabilities, including persons with visual impairments
and in order to make the digital KYC process inclusive and accessible, FAQ on Account
opening by Persons with Disabilities has been revised and is available on ‘SEBI Website
→ FAQs → Know Your Client Requirements, Demat / Trading Account Opening → FAQ
on Account Opening by Persons with Disabilities.
45.3. Intermediaries shall extend their services enabling digital accessibility to client including
persons with disabilities and shall be guided by the said FAQ on Account opening by
Person with Disabilities.
52 SEBI/HO/MIRSD/SECFATF/P/CIR/2025/74 dated May 23, 2025
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SECTION X – ROLE OF RTAs WITH RESPECT TO PRIMARY MARKETS
46. Obligations of RTA with respect to Rights Issue53
The detailed procedures on the Rights Issue process are given at Annexure-31 for due
compliance.
47. Investment by Foreign Portfolio Investors (FPI) through primary market issuances54
47.1. 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.
47.2. 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.
47.3. To ensure compliance of the above, at the time of finalization of basis of allotment during
primary market issuances, RTAs shall:
47.3.1. Use PAN issued by Income Tax Department of India for checking compliance
for a single foreign portfolio investor; and
47.3.2. 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.
53 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
54 IMD/FPIC/CIR/P/2018/114 dated July 13, 2018
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48. Streamlining the process of IPOs with UPI in ASBA and redressal of investor
grievances55
48.1. 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).
48.2. 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.
48.3. 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.
48.4. 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.
48.5. 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.
55 Circular No. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021
Page 79 of 294
(f) SCSB blocking more amount in the investors account than the application amount.
48.6. 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
48.7. 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.
49. Issue and listing of Non-Convertible Securities (NCS), Securitised Debt Instruments
(SDI), Security Receipts (SR), Municipal Debt Securities and Commercial Paper (CP)56
49.1. 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
49.2. 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.
56 SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021
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49.3. 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.
49.4. Other responsibilities
(a) The RTA shall have an online or system driven interface with the stock exchange
platform to get updated information/ data/ files pertaining to issue.
(b) 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.
(c) An application without valid application amount shall be treated as invalid application
by the RTA.
(d) The RTA shall credit securities to all valid allottees.
(e) 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.
(f) Role of RTA in respect of timelines is explained in Annexure-32.
49.5. Role of RTA with respect to Electronic Book Provider platform
(A) Process flow of settlement, where funds pay-in is to be made to escrow bank account of
issuer:
(a) 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.
(b) 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.
(c) 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
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of funds. Subsequently, issuer will initiate the process of corporate action through the
RTA to Depository.
(d) 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.
(B) RTA shall:
(a) 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;
(b) issue instructions to the escrow bank account for the release of funds, after passing on
the instructions for corporate action to the depositories; and
(c) intimate to the EBP, upon closure of the issue, the status of the issue i.e. successful or
withdrawn, details of defaulting investors etc.
50. Reduction of timelines for listing of units of Real Estate Investment Trust (REIT) and
Infrastructure Investment Trust (InvIT)57
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.
51. Responsibilities of the RTA with respect to introduction of Unified Payments Interface
(UPI) mechanism for Infrastructure Investment Trusts58
51.1. The RTA shall have an online or system driven interface with the Stock Exchange platform
to get updated information/ data/ files pertaining to issue.
57 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
58 SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/085 dated June 24, 2022
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51.2. 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.
51.3. An application without valid application amount shall be treated as invalid application by
the RTA.
51.4. The RTA shall credit units to all valid allottees.
51.5. 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.
52. Role of RTA with respect to Public Issues
Under CIR/CFD/DIL/3/2010 dated April 22, 2010
52.1. 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, 201559
52.2. 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.
52.3. 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.
52.4. Indicative timelines Schedule for various activities can be explained in Annexure-34.
59 SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019
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Under SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016
52.5. Syndicate members, registered brokers of stock exchanges, depository participants (DPs)
and RTAs registered with SEBI, may also forward the physical application forms received
by them on day-to-day basis during the bidding period to designated branches of the
respective self-certified syndicate banks (SCSBs) for blocking of funds. Such applications
should be with value not more than ` 2 lakh and shall be forwarded along with the schedule
specified in SEBI Circular dated November 10, 2015.
52.6. 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.
53. Streamlining the Process of Public Issues and redressal of Investor grievances60
Following are the responsibilities of the RTA:
(a) 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.
(b) 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.
60 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
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(c) 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.
(d) 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.
54. 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.61
Issuer / RTA handling respective tender offer shall provide details in respect of shareholder’s
entitlement for tender offer process to CCs.62
61 CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015
62 SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021
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Section XI- Reporting Requirements
Reporting requirements for all the RTAs
1. Half-yearly report in terms of Regulation 17 of SEBI (Registrars to an Issue & Share
Transfer Agents) Regulations, 2025
(to be submitted to SEBI at rta@sebi.gov.in)
REPORT OF RTA FOR THE HALF YEAR ENDED MARCH/SEPTEMBER, 20..
NAME:
REGISTRATION NO:
DATE OF REGISTRATION (in dd/mm/yy):
SECTION I: ACTIVITIES
RTA 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)
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Total
RTA
Activities -
Transfer
related
Number of No. of folios held
client at the end of half
companies year
Activities other than RTA
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
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No. of
No. of No of
complaints
No. of complaints complaints complaints
Name of the pending at the
received during the resolved pending at
company end of the
half year during the the end of the
previous half
half year half year
year
Details of the grievances pending for more than 21 days (where no reply has been sent
to investors within 21 days)
No. of
complaints Status of
Name of the Nature of the
pending for the
company complaint(s)*
more than 21 complaint
days
Name of Compliance Officer
Email ID
* Nature of complaint(s):
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 address,
b. Delay in rematerialization of securities 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
name l. Non-receipt of CAFs in Rights Issue
f. Delay in transposition of shares m. Others, please specify
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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 RTA activities performed by the RTA are not in conflict with RTA
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 RTA:
C. Other Information
(i) Details of arrest/ conviction of key officials of RTA
(ii) Details of prosecution cases or criminal complaints filed by investors against the RTA
(iii) Details of any fraudulent activity by the employees associated with RTA activities and action
taken by the RTA
(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 RTA, 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 RTA on the above issues
D. Compliance with registration requirements
(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)
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(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 Qualificat Experie Functio
ent / appointm ion nce nal
Cessation ent / areas
Name(s) of the key personnel cessation of work
Certified that the requirements specified for SEBI registration as RTA are
fulfilled.
E. NISM Certification
Number of associated persons employed or engaged with the RTA 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
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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
(min and
Type of Nature of max no.
Name of issue issue activity of days)
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
RTA.
Steps
taken by
Name of the issuer company the RTA
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 follo ws:
Page 91 of 294
No. of Range
requests No. of requests of delay
received processed during (min
during the half year, and
Type of the half beyond the max no.
Name of company request year prescribed time line of 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
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
Page 92 of 294
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 93 of 294
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
S Received Carried Receive Total Resolve Pending at the Average
N from forward d during Pending d* end of the Resolutio
from the # month** n time^
previou month
(in days)
s month
Pendin Pendin
g for g for
less more
than 3 than 3
months months
1 2 3 4 5 6 7 8
1 Directly
from
Investors
2 SEBI
(SCORE
S)
3 Stock
Exchange
s (if
relevant)
4 Other
Sources
(if any)
Page 94 of 294
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.
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
No. Status Remarks
(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 the assurance that
the information is reliable and accurate, and
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S. Description Compliance Audit
No. Status Remarks
(Yes/No)
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
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S. Description Compliance Audit
No. Status Remarks
(Yes/No)
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 business
continuity 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 appropriate standards and
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S. Description Compliance Audit
No. Status Remarks
(Yes/No)
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.
10 QRTAs should define responsibilities of its
employees, outsourced staff, and employees
Page 98 of 294
S. Description Compliance Audit
No. Status Remarks
(Yes/No)
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
Page 99 of 294
S. Description Compliance Audit
No. Status Remarks
(Yes/No)
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.
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.
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S. Description Compliance Audit
No. Status Remarks
(Yes/No)
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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S. Description Compliance Audit
No. Status Remarks
(Yes/No)
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
Page 102 of 294
S. Description Compliance Audit
No. Status Remarks
(Yes/No)
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.
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.
Page 103 of 294
S. Description Compliance Audit
No. Status Remarks
(Yes/No)
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 104 of 294
S. Description Compliance Audit
No. Status Remarks
(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
Page 105 of 294
S. Description Compliance Audit
No. Status Remarks
(Yes/No)
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 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
Page 106 of 294
S. Description Compliance Audit
No. Status Remarks
(Yes/No)
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 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
Page 107 of 294
S. Description Compliance Audit
No. Status Remarks
(Yes/No)
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,
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 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 Quarterly reports containing information on
cyber attacks and threats experienced by
QRTAs and measures taken to mitigate
Page 108 of 294
S. Description Compliance Audit
No. Status Remarks
(Yes/No)
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 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.
Page 109 of 294
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 -
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) -
Page 110 of 294
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 & Brief information on the Cyber-attack / breached observed
Time
Annexure I
1. Physical location of affected computer / network and name of ISP -
Page 111 of 294
2. Date and time incident occurred -
Date: Time:
3. Information of affected system -
IP Address: Computer Operating Last Hardware
System Patched/ Vendor/
/ Host
Model:
(incl. Ver. / Updated:
Name:
release No.):
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
Vulnerability
of Service(DDoS)
 Virus/Malicious
 User Account  IP Spoofing
Code
Compromise  Ransomware
 Website
 Other
Defacement
 System Misuse
5. Description of incident -
Page 112 of 294
6. Unusual behavior/symptoms (Tick the symptoms) -
 System crashes  Anomalies
 New user accounts/  Suspicious probes
Accounting 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
 Door knob rattling
firewall rules
 Unusual time of usage
 Unexplained elevation or  Unusual usage patterns
use of privileges Operation  Unusual log file entries
of a program or sniffer  Presence of new setuid or
device to capture network setgid files Changes in
traffic; system directories and files
 An indicated last time of  Presence of cracking utilities
usage of a user account that  Activity during non-working
does not correspond to the hours or holidays
actual last time of usage for  Other (Please specify)
that user
 A system alarm or similar
indication from an intrusion
detection tool
 Altered home pages, which
are usually
the intentional target for visibility, or
other
pages on the Web server
Page 113 of 294
7. Details of unusual behavior/symptoms -
8. Has this problem been experienced earlier? If yes, details -
9. Agencies notified -
Law Private Affected Product Other
Enforcement Agency Vendor
10. IP Address of apparent or suspected source -
Source IP address: Other information available:
11. How many host(s) are affected -
Page 114 of 294
1 to 10 10 to 100 More than 100
12. Details of actions taken for mitigation and any preventive measure applied
-
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 .........
Page 115 of 294
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
2 Business Continuity Plan Audit/Testing
been charted out
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?
3 Manner of keeping records
e) Has corrective action been initiated on learning
a) Whether records are lost, destroyed or tampered
arising out of BCP testing?
with;
b) In the event of loss or destruction, whether
4 Wind-down Plan
sufficient back-up of records is available at all times
a) Does the QRTA have in place a Wind-down Plan
at a different place.
(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 116 of 294
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
7 Scalable Infrastructure
I lnviTI REIT?
a) Peak transaction volume handled by the
d) Does QRTA have its database, servers, data storage
QRTA on any business day b) Peak new folios
media, at all times, related to Indian investors I
created by QRTA on any business day
clients, present in India
c) Was the adequacy of the capacity to handle
8 tBwoicaerd t hCeo ambmovitete veosl u omf eQ RreTvAie wed and
ma)a iAnutadinit eCdo bmym thitete Qe RTA. If no, what corrective
abc) t iNonosm tiankaetino n and Remuneration Committee
c) IT Strategy Committee
d) Whether any incidents having an impact on
9 iInnvveessttoorr pSreortveiccteiosn including data security
bar) eNaucmhebse rre opfo Crtuesdt otom tehre S BeorvDic oefs Q CReTnAte rs
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. Page 117 of 294
e) Whether service standards published on
website
f) Date of investor satisfaction survey
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:
Page 118 of 294
Section XII- Annexures
ANNEXURE- 1
DRAFT OF AGREEMENT BETWEEN THE REGISTRAR TO AN ISSUE AND SHARE TRANSEFR
AGENT (HANDLING ISSUE) AND THE ISSUER COMPANY
THIS AGREEMENT MADE AT ______ON _______BETWEEN (Name of RTA), a company
within the meaning of the Companies Act, 2013 and having its Registered Office at
__________/ a partnership firm carrying on business in the firm and style of -::-c--:-:-:,-------,,-------
,--------1-----:----:---,-- 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 11(1)(c) of the SEBI (Registrars to an Issue and Share Transfer Agents)
Regulations, 2025, 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.
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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.
(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.
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(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
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
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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, 2025 and the company shall extend necessary co-operation to the Registrar for its
complying with the said Regulations.
(18) The Registrar(s) responsibility under the agreement will be restricted to the duties of the
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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
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written.
Signature of Company Signature of Registrar
SCHEDULE I
Any other activity may also be included) COMPANY / REGISTRAR
. PRE-ISSUE WORK
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.
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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.
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
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ANNEXURE- 2
DRAFT OF AGREEMENT BETWEEN THE REGISTRAR TO AN ISSUE AND SHARE TRANSFER
(HANDLING TRANSFER ACTIVITIES) AGENT AND THE COMPANY
THIS MEMORANDUM OF UNDERSTANDING MADE ON ______AT______BETWEEN
________(name of RTA), 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_____ /_________(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 Registrar to an Issue and 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 11(1)(c) of the SEBI (Registrars to an Issue and Share Transfer Agents)
Regulations, 2025, 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.
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
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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.
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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.
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
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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
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
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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, 2025 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,
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
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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.
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These records shall be maintained for a minimum period of 8 years as provided in Regulation 18
of SEBI (Registrar to an Issue and Share Transfer Agents) Regulations, 2025 and the same
should be made available for inspection as and when decided by Statutes including SEBI.
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
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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
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.
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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
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.
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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, 2025
(Regulation 4]
[APPLICATION FOR REGISTRATION AS
REGISTRARS TO ISSUE AND SHARE TRANSFER AGENTS]
NAME OF THE APPLICANT
____________________________________________
NAME OF THE PRINCIPAL OFFICER AND DESIGNATION __________________________
TELEPHONE NO. __________________________
INSTRUCTION:
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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. Address of Applicant ______________________________
Pin Code _____________ Telephone No. _____________
1.3. Address of the applicant for Correspondence:
Pin Code _____________Telephone No. ____________
1.5 Address of Branch Offices (in India & Abroad) of the applicant, if any:
(a) _________________________________________
(b) _________________________________________
(c) _________________________________________
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(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 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 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 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)
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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)
(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 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
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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.
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
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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
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.
For and on behalf of
--------------------------------------------
(Name of Applicant)
PLACE
Date
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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
Page 143 of 294
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
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:
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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?
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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?
7d ) SDcoaelasb QleR ITnAfr ahsatrvuec ittusr ed atabase, servers, data storage media, at all
taim) ePse, raekla ttreadn tsoa Icntdioiann v inovluemstoer sh aI ncldielendts ,b pyr ethseen Qt iRn TInAd ioan 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
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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.
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
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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.
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.
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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.
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
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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
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.
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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. The allotment of shares in a bonus issue shall be made only in the
dematerialised form.
12. The Issuer Company and RTAs shall exercise enhanced due diligence in
following cases:
a. 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
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.
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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
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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.
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
(To be reproduced on Non-Judicial Stamp Paper or franked with equivalent amount
and duly notarized)
Undertaking -cum- Indemnity bond
This Undertaking-cum-Indemnity Bond is made and executed on _____, at ____
By
Mr. / Ms.____________ son / daughter / wife of ________________ and Mr./Ms.
_________________________ son / daughter / wife of
___________________________________residing at
__________________________________ having permanent address at
________(hereinafter called as “Indemnifier”, which expression unless it be repugnant
to the context or meaning thereof, mean and include my / our legal heirs, successors,
administrators and assigns) of the one Part
In favour of
M/s_________________, a Company duly incorporated under the provisions of
Companies Act, 1956 (since replaced by the Companies Act, 2013) and having its
Registered Office at ______________________, (hereinafter called as “Indemnified”
/ the Company which expression unless it be repugnant to the context or meaning
thereof, mean and include its successors, administrators and assigns) of the Other
Part and
WHEREAS:
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I / We have purchased / acquired the following securities from the seller (s) /
transferor(s) Mr./ Ms / M/s. ______________ and ______________ for a
consideration amount of Rs._______________
Folio No:
Certificate No:
Distinctive Nos:
I / We have lodged duly executed Instrument of Transfer (Form 7B) / Securities
Transfer (Form - SH4) along with the original certificates for the aforesaid securities
with the Company / RTA for transfer of the securities in my / our favour, as provided in
circular issued by SEBI dated ___________.
In consideration of the Company approving the transfer of the aforesaid
securities in my / our favour:
I / We shall indemnify and keep indemnified and saved, harmless _____________the
Company, its management, officers, staff, the RTA M/s__________________, its
management, officials, staff from and against (i) any harm, loss, damage or injury, (ii)
any claim or demand and (iii) any suit, action, litigation or other proceedings
whatsoever, that the Company / RTA management, officers, staff, may suffer or incur
or may be called upon to suffer or incur (including all costs, charges and expenses
incurred or required to be incurred on prosecuting or defending any suit, action
litigation and/or proceedings) by reason of or as a consequence of the Company
transferring the securities to my / our name(s) the ________
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I / We accept that the request made by me / us for the transfer of securities, referred
above will be subject to the regulations and circulars issued by SEBI from time to time.
I / We also confirm that the securities so transferred shall be under the lock-in period
of One Year after the securities are credited into my/our Demat Account.
I / We acknowledge, understand, accept and admit that this Undertaking-cum-
Indemnity Bond shall be equivalent to the value of the securities at prevailing market
price with all the benefits accrued on the transacted securities and it shall be binding
upon my / our legal heirs, successors, administrators and assigns.
Signed by the Indemnifier in the presence of the Magistrate / Notary Public and
following witnesses on the date and place first written herein above;
Indemnifier(s) First named transferee:
Indemnifier(s) Second named transferee:
Witnesses:
1. Name: __________
Add:
Sign:
2. Name: __________
Add:
Sign:
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Name and full address of Magistrate / Notary Public (Affix Official Seal and Notarial /
Court Fee Stamp, as applicable)
Registration No.
Notary Register at Book No. -------------- Serial No. ---------------
Annexure- 8
Mandatory furnishing of PAN and KYC details 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 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)
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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.
2. 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.
3. Bank account details (Bank and Branch name, bank account number, IFS code)
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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.
4. 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.
5. 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.
6. 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). The
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documents may also be authenticated by the holder(s)/ claimant(s) using Aadhar based
authentication or using Digilocker.
*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.
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.
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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.
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
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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
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
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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:
(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.
Page 164 of 294
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 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 & E-
3. ISR – 1
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
Page 165 of 294
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
Change in status from Minor to Major and Resident to
8. NA
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
Page 166 of 294
Annexure- 13
Documents for Proof of Address
1. Unique Identification Number (UID) (Aadhaar)
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 Sole holder deceased Sole holder
No. transmission & nomination deceased &
registered nomination not
registered
1. Transmission Request Form Annexure 16 Annexure 16
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2. Original death certificate or Copy of ✓ ✓
death certificate attested by a
notary public/gazette officer or copy
of the 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 NA ✓
heir(s) 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) NA ✓
are named in the Succession
Certificate or Probate of Will or Will
or Letter of Administration or Legal
Heirship Certificate (or its equivalent
Page 168 of 294
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 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
Page 169 of 294
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 NA ✓
securities is up to rupees five lakhs
10.
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, 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 Agent/listed entity,
in as per the format provided in
Annexure-18.
Page 170 of 294
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 Company shall initiate the
demat conversion request in the depository system for direct credit of securities in
the demat account of the security holder/claimant.
c. Post confirmation of the demat conversion request, the depositories/RTAs/listed
companies shall send an intimation to the security holder/claimant regarding
successful dematerialisation of the securities.
d. In case of the securities which are required to be locked in, the RTA, while crediting
the securities in the demat account of the security holder/claimant, shall
incorporate/intimate the Depository about the lock-in and its period.
e. The RTA shall retain the physical securities as per the existing procedure and deface
the certificate with a stamp "Securities issued in dematerialised form" on the face/
reverse of the certificate, subsequent to processing of service request.”
Page 171 of 294
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
Page 172 of 294
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)
@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)
Page 173 of 294
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 174 of 294
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 Professional 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
aCsosuonctirayt ed Taxpayer IdentificTataiox-nP Nauyemr bIdeer natnifdic iatsti oidne Nntuifmicbaetior n typIdee innt itfhicea ctioolnu mTynp bee low
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)
Page 175 of 294
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.
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)
Page 176 of 294
 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
Annexure-17
Individual Affidavits63 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.
63 Joint affidavit may be accepted in cases where the security holders are having the same address.
Page 177 of 294
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.
Name of the Legal Address and contact details Age Relation
Heir(s) with the
Deceased
1)
2)
Page 178 of 294
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 179 of 294
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
Page 180 of 294
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.
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
Page 181 of 294
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
3 X
(*) = Name of the deceased unit holder (#) = Name of the claimant/s
Signed before me
at: __________________________
Page 182 of 294
on: ___________________________
Signature of Notary
Official stamp & seal of the Notary & Regn. No.:
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)
Page 183 of 294
(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 184 of 294
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)
Page 185 of 294
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 186 of 294
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. Affidavit-cum-indemnity for cases above Rs. Ten Thousand/ Undertaking for cases
up to Rs. Ten Thousand (pdf)
2. Investor Service Request Form –4 (ISR-4) (pdf)
b. After verifying and processing the documents submitted for issuance of duplicate
securities, the RTA/Issuer Company shall initiate the demat conversion request in the
depository system for direct credit of securities in the demat account of the security
holder/claimant.
c. Post confirmation of the demat conversion request, the depositories/RTAs/listed
companies shall send an intimation to the security holder/claimant regarding successful
dematerialisation of the securities.
d. In case of the securities which are required to be locked in, the RTA, while crediting the
securities in the demat account of the security holder/claimant, shall
incorporate/intimate the Depository about the lock-in and its period.
e. For issuance of duplicate securities, the RTA shall retain the physical securities (if
available, e.g. in case of torn/decrepit/mutilated etc.) as per the existing procedure and
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deface the certificate with a stamp "Securities issued in dematerialised form" on the
face/ reverse of the certificate, subsequent to processing of service request. In case of
loss of certificate, since the physical certificate is not available, there is no requirement
of defacing.
Annexure-21
1. Which regulations provide provisions for association of persons regulated by
the Board, MIIs, and their agents with another person engaged in prohibited
activities?
Regulation 16A of Securities and Exchange Board of India (Intermediaries)
Regulations, 2008 (‘Intermediaries Regulations’), Regulation 44B of Securities
Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations,
2018 (‘SECC Regulations’) and Regulation 82B of Securities and Exchange Board of
India (Depositories and Participants) Regulations, 2018 (‘DP Regulations’) provide the
provisions on association of persons regulated by the Board, MIIs, and their agents
with another person engaged in prohibited activities (hereinafter referred to as “the
regulations” or “these regulations” in this circular).
2. Who is a ‘person regulated by the Board’ for these regulations?
The term ‘Person regulated by the Board’ is defined in Intermediaries Regulations as-
(a) a person registered with the Board under section 12 of the Act;
(b) an asset management company of a mutual fund registered with the Board;
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(c) investment manager of an alternative investment fund or infrastructure investment
trust registered with the Board;
(d) manager of a real estate investment trust registered with the Board;
SECC Regulations and DP Regulations have similar provisions on association with
another person, as in Intermediaries Regulations, for recognised stock exchanges,
clearing corporations and registered depositories (MIIs) respectively.
In this circular, hereinafter, for the ease of reference, person regulated by Board as
defined under Intermediaries Regulations and MIIs are collectively referred to as
“persons regulated by the Board.”
3. Who is an agent of persons regulated by the Board?
As per section 182 of the Indian Contract Act, 'agent' is a person who is employed to
do any act for another, or to represent another in dealings with third persons. Whether
a person is an agent of another person regulated by the Board is fact specified. Some
examples of agent are: Employees, Mutual Fund Distributors, Authorised Persons of
stock brokers etc.
4. What are the restrictions on persons regulated by the Board and their agents on
their association with another person?
Persons regulated by the Board and their agents shall not have any direct or indirect
association with another person who is engaged in any of the two activities not
permitted by the Board. These two prohibited activities are:
(i) providing advice or any recommendation, directly or indirectly, in respect of or
related to a security or securities, without being registered with or otherwise
permitted by the Board to provide such advice or recommendation; and
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(ii) making any claim, of returns or performance expressly or impliedly, in respect of or
related to a security or securities, without being permitted by the Board to make
such a claim.
5. What constitutes an association between persons regulated by the Board and
their agents with another person?
The “association” for the purposes of these regulations shall mean the association in
the nature of transaction involving money or money’s worth or referral of a client or
interaction of information technology systems or any other association of similar nature
or character, by any name called.
6. Whether persons regulated by the Board are responsible to ensure that the
persons with whom they associate do not engage in abovementioned two
prohibited activities?
Yes. It is the responsibility of the persons regulated by the Board to ensure that any
person associated with them or their agent, directly or indirectly, does not engage in
any of the abovementioned two prohibited activities, directly or indirectly. However,
such responsibility shall be with respect and to the extent of their association.
Example: If a broker is availing tax advisory services from a tax advisor and his
association with the tax advisor is limited to availing such services, the broker shall only
have the responsibility to ensure, while availing such services, that such tax advisor is
not engaged in prohibited activities.
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7. Are there any restrictions on persons regulated by the Board and their agents to
associate with another person who is engaged in investor education?
Investor education is not one of the two prohibited activities under these regulations.
However, it must be ensured by the persons regulated by the Board that such person
providing education does not engage in any of the abovementioned two prohibited
activities, directly or indirectly.
8. What distinguishes education and advice/recommendation?
A person engaged solely in education shall mean that such person is not engaged in
any of the two prohibited activities. Such person should not be using the market price
data of the preceding three months to speak/talk/display the name of any security
including using any code name of the security in his/her talk/speech, video, ticker,
screen share etc. indicating the future price, advice or recommendation related to
security or securities.
9. Whether the professional services provided by the person regulated by the
Board to another person (e.g. an unregistered IA), like opening of his personal
demat account or trading account, amount to association of such person with
such another person?
There is no restriction on any person in availing the professional services offered by
persons regulated by the Board, or their agents such as demat account or trading
account services provided that such services/accounts are not used for any of the
abovementioned two prohibited activities, directly or indirectly.
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Example: Any person can avail demat account services from any depository participant
without any restriction. Such demat account of a person with DP shall not amount to
association of a DP with that person. However, in case such demat account is used to
engage in aforesaid two prohibited activities, directly or indirectly, depository participant
shall take appropriate necessary action to deactivate/discontinue the services for such
demat account.
10. Whether stock brokers can avail services of another person who is engaged in
any of the abovementioned two prohibited activities?
Persons regulated by the Board including stock brokers can not avail services of
another person who is engaged in any of the abovementioned two prohibited activities,
directly or indirectly.
11. Whether the Mutual Fund Distributors (MFDs), Authorised Persons (APs),
Portfolio Management Services Distributors (PMS Distributors) and Alternative
Investment Fund Distributors (AIF Distributors) are required to comply with
these regulations for their association with another person?
MFDs, APs, PMS Distributors and AIF Distributors are agents of Asset Management
Companies (AMCs), stock brokers, portfolio managers and investment manager of
AIFs respectively. AMCs, stock brokers, stock brokers, portfolio managers and
investment manager of AIFs being persons regulated by the Board are responsible to
ensure compliance of their agents with these regulations.
12. What are the consequences of violation of these regulations for persons
regulated by the Board and their agents?
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As per Regulation 16B of Intermediaries Regulations and Regulation 82C of DP
Regulations, SEBI may, in case of violation of any of the provisions of Regulation 16A
of Intermediaries Regulations and Regulation 82B of DP Regulations respectively, take
such action as it may deem fit including action under Chapter V of Intermediaries
Regulations. Such action may include the enquiry, adjudication or an order under
Section 11B of SEBI Act, 1992.
Further, in terms of Regulations 44C of SECC Regulations, SEBI may, in case of
violation of any of the provisions of Regulation 44B of SECC Regulations, take such
action as it may deem fit including action as provided under regulation 49 of SECC
Regulations. Such action may include adjudication or an order under Section 11B of
SEBI Act, 1992.
Potential actions could include penalty, suspension/cancellation of registration,
debarment etc.
13. Can SEBI registered intermediaries make any payment to or receive payment
from or share or receive any client information from or with another person
engaged in any of the abovementioned two prohibited activities, directly or
indirectly?
For the purposes of these regulations, “association” means-
(a) a transaction involving money or money’s worth;
(b) referral of a client;
(c) interaction of information technology systems;
(d) any other association of a similar nature or character.
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Sharing client information is of similar nature as of “referral of a client”. Hence, making
any payment or receiving payment or sharing any client information from or with any
person shall amount to “association” under these regulations, and is not permitted.
Thus, such intermediaries are prohibited to make any payment or receive payment or
share any client information from or with another person engaged in any of the
abovementioned two prohibited activities, directly or indirectly.
14. Whether persons regulated by the Board and their agents are allowed to
associate for their branding/marketing/promotional activities with another
person?
The persons regulated by the Board and their agents are allowed to associate for their
branding/marketing/promotional activities with another person provided that such
another person is not engaged in any of the abovementioned two prohibited activities,
directly or indirectly.
15. Can SEBI regulated entities and their agents associate with another person who
is promoting consumer products from the sectors such as banking, financial
services, and insurance, which are not regulated by SEBI?
Some of the products which are not under the purview of SEBI may come under the
jurisdiction of some other regulatory authority. Hence, regulatory provisions of such
other regulatory authority shall be applicable. However, persons regulated by the Board
shall ensure that they and their agents shall not associate, directly or indirectly, with
another person if such another person is engaged in any of the abovementioned two
prohibited activities, directly or indirectly.
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e.g. if a broker associates with a person (who is promoting insurance product) engaged
in any of the two prohibited activities, it would be violation of the SEBI regulations since
the Intermediaries Regulations prohibit any association, directly or indirectly, with
another person engaged in any of the two prohibited activities.
16. Do the following amount to violation under the regulations?
a) Advertising/branding/lead generation through a marketing agency by any
name.
The same shall amount to violation of the regulations if the person regulated by the
Board or its agent indirectly ends up in getting associated with an entity engaged
in any of the two prohibited activities.
b) Association through digital platforms where person regulated by Board or its
agent has control on where any advertisement/content appear.
No, if a person regulated by Board or its agent does not, directly or indirectly, end
up in getting associated with an entity engaged in any of the two prohibited
activities. Since the person or its agent has control on where its
advertisement/content appear, it can ensure that there is no such association.
c) Association through digital platforms where person regulated by Board or its
agent has no control over the content/entity with whom it gets associated.
The same shall amount to violation of the regulations if the person regulated by
Board or its agent indirectly ends up in getting associated with an entity engaged
in any of the two prohibited activities.
17. When will these regulations come into effect?
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These regulations have come into force with effect from August 29, 2024. Persons
regulated by the Board and their agents have been advised through a circular dated
October 22, 2024 to terminate their existing contracts, if any, with persons engaged in
any of the abovementioned two prohibited activities, directly or indirectly, within three
months from the date of issuance of that circular. Hence, these regulations are
already in force.
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.
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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
• 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.
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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.)
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.
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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 Address Contact Email Working
Person No. Id hours
Customer Care
Head of Customer Care
Compliance Officer
CEO
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Annexure-25
INVESTOR CHARTER – REGISTRARS TO AN ISSUE AND SHARE TRANSFER
AGENTS (RTAs)
1 Vision
To be a trusted, transparent and prompt service provider to the investors, conforming to
the highest standards of compliance, confidentiality and professionalism in conduct, to
meet the obligation towards investors in Indian capital markets.
Mission
• To maintain high standard of integrity in the conduct of business by fulfilling
obligations in a prompt, ethical, transparent and professional manner.
• To comply with all regulatory requirements in a time bound manner.
• To facilitate prompt service to investors by and through streamlining the process and
harnessing technology.
• To facilitate easy approach, communication and interface with investors so as to
resolve their queries / grievances.
• To ensure confidentiality of information shared by investors unless such information
is required to be provided in furtherance of discharging legal obligations or investors
have provided specific consent to share such information.
2 Services provided by RTA to investors
• Providing details of allotment and clarification on allotment.
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• Processing change in /updation of the KYC details of the investors for physical
holdings like change of address/bank account details/ e-mail address
/telephone/mobile/ nomination and PAN.
• Processing and updating investor holding/title change requests viz., name deletion,
transmission, transposition, issue of duplicate shares, dematerialization and
rematerialisation of securities.
• Processing of other requests, viz., recording of declaration with regard to exemption
/ lower tax rates for TDS on dividend/interest, revalidation and reissue of dividend and
interest instruments.
• Processing investor service requests in a timely manner and providing details of
discrepancies observed in the documents to the investors in one go.
• Execution and intimation of other corporate actions viz., ESOPs, Dividend payment,
Stock split, Bonus issue and Merger/Demerger activities.
• Communication of Rights issue entitlements.
• Communication of Buyback, exit offer, takeover made by the company/ acquirer, and
the procedure to be followed by investor in respect of these issues
• Mandatory execution of transfer of shares and dividends to IEPF and transfer of
undelivered share certificates to Suspense account.
• Process grievance received through e-mails, Letters and SCORES.
3 Timelines pertaining to various services provided by RTA
Sr Nature of Service Expected
No Timelines
(number of
days)
A Investor Service Request:
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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 / updation of
a. Name 30
b. Signature 30
c. Nomination 30
d. Contact details (Address, E-mail address and Mobile 15
number)
e. Bank account details 15
II. Processing of request for Updation of PAN 15
7 Processing of Re-validation of dividend / interest / 15
redemption instruments and sending the remittance request
files to the bank / Company
B Grievance Redressal
1 Providing response to the inquiries of the investors and 21
Redressal of Grievance
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C Other Operational activities
1 Allotment of securities (IPO) 6
2 Intimation regarding distribution of corporate benefits
(dividend, bonus, stock Split)
a. E-mail communication 15
b. Physical communication 30
4 Rights of investors
• Right to receive all the benefits/ material information declared by the Company.
• Right to fair and equitable treatment.
• Right to actively participate in the AGM / EGM of the company & E-voting events so
as to be a part of the decision making of the Company’s business resolutions.
• Right to approach RTA, Depository, Company, Stock Exchange or SEBI for resolution
within prescribed timelines, in case of any grievances.
• Right to ask for and receive information about all the statutory and regulatory
disclosures.
• Right to sell/transfer securities with minimal documentation.
• Right to get access to services in a suitable manner even if differently abled.
• Right to get access to educational materials of RTAs.
• Right to get customised services as per requirement at fair price.
• Right to have access to the escalation matrix for communication with the RTA.
• Right to not be bound by any clause prescribed by the Issuer Company/RTA which
are contravening to the Regulatory provisions.
• Right to get updates with respect to various service requests filed with the RTA.
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DOs and DON’Ts for Investor
Dos Don’ts
1. Encash dividend/Interest regularly to avoid 1. Do not keep your folios without
transfer of unclaimed amount/underlying PAN.
securities to IEPF. 2. Do not keep your folios without
2. Follow up diligently and promptly if you have nomination
not received allotment intimation/ certificate 3. Do not deal with unauthorized
/ dividend / interest etc. persons for any investor service
3. Ensure that your PAN is registered with the requests such as change in /
RTA for all your folios. updation of address, e-mail
4. Ensure nomination is registered for all your address, mobile number and
securities to smoothen the transmission. bank details.
5. Ensure that all KYC details viz., full postal 4. Do not share security details,
address with PIN, mobile number, e-mail viz., folio number, certificate
address etc. are updated to facilitate the number, distinctive number(s),
RTA for sending communication. bank details, specimen
6. Ensure that correct and complete Bank signature, KYC documents, etc.
details are recorded with RTA to facilitate with unknown person(s).
prompt electronic credit of dividend / interest
/ redemption amounts and eliminate
possibility of unclaimed amounts /
underlying securities being transferred to
IEPF.
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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
The process of investor grievance redressal is as follows:
1. Investor Investor can lodge complaint/grievance against
complaint/Grievances RTA in the following ways:
Mode of filing the complaint with Listed
Company/RTA:
Investor can approach the Listed Company/RTA at
the designated Investor Grievance e-mail ID of the
Listed Company/RTA. The Listed Company/RTA
will strive to redress the grievance immediately, but
not later than 21 days of the receipt of the grievance
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Mode of filing the complaint with stock exchanges
i. SCORES 2.0 (a web based centralized
grievance redressal system of SEBI)
(https://scores.sebi.gov.in)
Two level review for complaint/grievance
against RTA:
 First review done by Designated
body/Exchange
 Second review done by SEBI
ii. Emails to designated email IDs of Exchange
2. Online Dispute If the Investor is not satisfied with the resolution
Resolution (ODR) provided by the Market Participants, the Investor
platform for online has the option to file the complaint/ grievance on
Conciliation and SMARTODR platform for its resolution through
Arbitration online conciliation or arbitration.
3. Steps to be followed in 1. Investor to approach Market Participant for
ODR for Review, redressal of complaint
Conciliation and
Arbitration
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2. If investor is not satisfied with response of
Market Participant, he/she has either of the
following 2 options:
i. May escalate the complaint on SEBI
SCORES portal.
ii. May file a complaint on SMARTODR portal
for its resolution through online conciliation
and arbitration.
3. Upon receipt of complaint on SMARTODR
portal, the relevant MII will review the matter and
endeavor to resolve the matter between the
Market Participant and investor within 21 days.
4. If the matter could not be amicably resolved,
then the matter shall be referred for conciliation.
5. During the conciliation process, the conciliator
will endeavor for amicable settlement of the
dispute within 21 days, which may be extended
with 10 days by the conciliator with consent of
the parties to dispute.
6. If the conciliation is unsuccessful, the investor
may request to refer the matter for arbitration.
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7. The arbitration process to be concluded by
arbitrator(s) within 30 days, which is extendable
by 30 days with consent of the parties to dispute.
Annexure-26
Data of complaints against Registrars to an Issue and Share Transfer Agents
(RTAs) to be displayed on their websites-
Format for disclosing data of complaints on their website:
Data for the month ending
S Received Carried Receive Total Resolve Pending at the Average
N from forward d Pendin d* end of the Resolutio
from during g month** n time^
previou the (in days)
s month
month
Pendin Pendin
g for g for
less more
than 3 than 3
month month
s s
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1 2 3 4 5 6 7 8
1 Directly
from
Investors
2 SEBI
(SCORE
S 2.0)
3 Stock
Exchange
s
(if
relevant)
4 Other
Sources
(if any)
5 Grand
Total
Trend of monthly disposal of complaints
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SN Month Carried forward Received Resolved* Pending**
from previous
month
1 2 3 4 5 6
1 April -YYYY
2 May-YYYY
3 June-YYYY
4 July-YYYY
5 ….
6 ….
March-YYYY
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.
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Trend of annual (Financial Year) disposal of complaints#
SN Year Carried forward Received Resolved Pending
from previous
year
1 2021-22
2 2022-23
3 2023-24
4 2024-25
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.
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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
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
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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;
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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;
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.
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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.
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.
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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:
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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;
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;
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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.
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.
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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.
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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.
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:
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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.
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.
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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:
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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.
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
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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
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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 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.
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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.
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.
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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
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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
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.
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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.
Submission of Test Related Information and Reports
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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
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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:
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.
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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.
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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.
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,
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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
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
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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
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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:
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:
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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.
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.
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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
2.2 Does the entity has a presence in India? If yes then
e. financial standing including avenues for
please provide details.
2.3 Is ftuhned einngti tfy. ’sP broufsilien eosf sk eisy a plreerasdoyn naeclt ive 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.
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
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b. Key benefits to the users and markets
c. Business Model, including asset deployment and
sources of revenue
d. Target users
e. Compliance
3.2 Summary of the technical solution including but not limited to:
obligations f. Time
a. Technical architecture
period for testing
b. Usage of Artificial Intelligence and Machine
g. Compliance to the objective of the Regulatory Sandbox
Learning, if any
c. Cyber resilience: VAPT results, if any
d. Certification from Common Criteria Recognition
Arrangement (CCRA), if any
3.3 With respect to the genuine need to test , please provide why
e. Business Continuity Plan, if
testing in test environment with test data is not enough and it is
any f. Any other certifications,
required to test the solution on real users on live environment
if any
3.4 Awareness of similar offering in other countries or for other
than securities/commodities markets
4. Sandbox
Sr. Description Response
readiness
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
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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
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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
4.7 Riska nays si.e ssmVeanlute a nadt rmiskit igpaetri on options including but
not ulismeirt ed to:
ja. . TFraanilusraec toiof ns athnrdebsohxo lds per user
testing b. Financial loss to
the users
4.8 Any instance of a legal and regulatory non-compliance for
c. Cyber attack
any other regulator during the sandbox testing
d. AML and terrorism financing
5. Legal and Regulatory Assessment: other regulators
5.1 Legal and regulatory status (registration,
licensing, authorization, approval, recognition
5.2 eLtecg.)a l 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
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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
7.2 Is SEBI to relax any specific regulatory requirements, for
the proposed Innovative solution, along with detailed rationale
the duration of the sandbox? Please provide the details
along with
7.3 In the event of a successful test and before exit from the
detailed rationale
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.
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 Positive consent of users who would be participating in the sandbox testing as per
the format prescribed in Annexure-29D.
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
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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
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
3.6 Risk assessment and mitigation options including but
any i. Value at risk per
not limited to:
user
a. Failure of sandbox
j. Transaction thresholds per user
testing b. Financial loss to
the users
4. Deployment post-testing
c. Cyber attack
4.1 Describe how the regulatory requirements will be met
d. AML and terrorism financing
post successful sandbox testing
4.2 Please provide a pan-India deployment strategy, post
successful sandbox testing
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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
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.)
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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
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
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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: _______________
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Annexure-30
MODEL TRIPARTITE AGREEMENT BETWEEN THE ISSUER, EXISTING REGISTRAR
TO AN ISSUE AND SHARE TRANSFER AGENT AND NEW REGISTRAR TO AN ISSUE
AND 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 RTA)
(Securities and Exchange Board of India registered registrar to an issue and share transfer
agent) and having its Registered office at ----------------------------------------------------------------
-------------------------- (hereinafter referred to as the "Existing RTA"), 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 RTA)
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(Securities and Exchange Board of India registered registrar to an issue and share transfer
agent) and having its Registered office at ----------------------------------------------------------------
------------------------ (hereinafter referred to as the "New RTA"), 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;
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 RTA to
render services to its shareholders. The Issuer vide its letter dated __________
has given notice to the Existing RTA to discontinue its services and has appointed
New RTA w.e.f. _________________ as per the Board Resolution dated
3. The New RTA is a Securities and Exchange Board of India registered share
transfer agent having registration no: ________________ and the Issuer has
approached the New RTA to act as its share transfer agent and the New RTA has
accepted the assignment.
4. In terms of regulation 11(1) (c) Securities and Exchange Board of India (Registrars
to an Issue and Share Transfer Agents) Regulations, 2025, the New RTA 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
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required to enter into an Agreement with the Existing RTA and New RTA at the
time of change of the Existing RTA.
NOW THEREFORE the Issuer, the Existing RTA and the New RTA 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 RTA 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, 2025, the Existing RTA 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 RTA/ Issuer, within one month from the date of termination of agreement
of Existing RTA/ date of appointment of New RTA.
8. The Issuer has obtained "No Objection Certificate" (in prescribed format of the
depositories) from Existing RTA. (If any regulatory order has been passes against
Existing STA, "No Objection Certificate" from Existing RTA for shifting of ISIN will
not be required.) and has paid all outstanding dues to existing RTA 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 RTA. It shall be
responsibility of the Existing RTA 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 RTA had allowed the auditors appointed by the Issuer and New RTA
to inspect the records/ data and documents to be handed over to the New RTA/
Issuer.
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11. The Existing RTA has handed over the records/ data and documents of previous 3
years to New RTA 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 RTA have ensured that all records/ data and
documents along with computer data have been properly handed over to the New
RTA.
13. The Existing RTA had handed over the check list as per Annexure-30A to the New
RTA prior to the audit. The Existing RTA has handed over the records/ data and
documents (as per Annexure-30A) duly catalogued and indexed to the New RTA
under intimation to the Issuer. The Existing RTA has elaborately listed out all the
missing records/ data and documents in the Annexure-30A enclosed. The Existing
RTA 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 RTA 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 RTA 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 RTA. The
Existing RTA has provided such capital reconciliation for data being handed over
as on cut-off date.
17. The New RTA shall process various investor requests by using the data as
provided by the Existing RTA in good faith.
18. The Existing RTA 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 RTA has extended necessary co-operation for shifting of ISIN to New RTA
as also for conversion of soft data as per file formats required for seamless loading
by the New RTA, to resolve gaps and/ or discrepancies observed in the records/ data
and documents being handed over.
20. The Existing RTA has fully co-operated with the New RTA and Issuer during the
transition period for the change of share transfer agent.
21. The Existing RTA 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 RTA, as applicable. The New RTA will
not under any circumstance be held liable/ responsible for the said period.
Similarly, the Issuer/ New RTA, 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
RTA.
23. After handing over the records/ data and documents, the Existing RTA shall
preserve soft copy of the data handed over to New RTA for a period of 3 years and
thereafter Existing RTA 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 RTA and the same has been signed
by the Existing RTA, New RTA 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 RTA
and the Existing RTA.)
25. This Agreement has been signed by the parties only after Existing RTA has issued
the "No Objection Certificate" to shift the ISIN to New RTA. All the items listed in
Annexure-30A have been checked by the auditor appointed by the Issuer and the New
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RTA. Annexure-30A has become a part of this Agreement and has been signed
by the Existing RTA, New RTA 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.
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.
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IN WITNESS WHEREOF the parties hereinto have set their hands on the day and year
hereinabove written.
Signature of Existing RTA Signature of the Issuer Signature of New RTA
_
Name, Designation and Name, 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
From To From To
1
Sr. No.
While handing over the records/ data and documents, the following shall be listed
in the above format.
1. Specimen signatures of the physical shareholders
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2. Original Affidavits along with supporting documents for change in signatures of the
holders recorded/ to be recorded by the Existing RTA. 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
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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 RTA
25. Paid stubs allotment/call money, if being stored by Existing RTA
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)
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 RTA 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.
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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.
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 and share transfer agent or printed forms sourced from the issuer, merchant
bankers or registrars to the issue and share transfer agent.
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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 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.
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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.
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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 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.
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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)
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
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application, allotment details and demat credit and refund
details for the purpose of listing permission.
SCSBs to send confirmation of funds blocked (final
T+2
certificate) to the registrar by end of the day.
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
T+4
stock 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
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SDIs allotted, if any, and balance amount to be unblocked
to SCSBs.
6 Registrar to receive confirmation of demat credit from
depositories.
T+5
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
dat
N 1 o . Issue closes e T (Issue
closing
(working
day*)d ate
)
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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
9 No. of units
T+1
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 enPdag. e 264 of 294
f) SCSBs to continue/begin blocking of funds.
g) Demat Account of REIT is credited with the shares of
Sl. Details of activities Due date
3 a) Manager on behalf of REIT, merchant banker and
No. (working day*)
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 T+2
4 a) eFliencatlriozanticio nb oidf tedcehtaniilcsa la rnedje cptiroenp aarned lmisti nuotfe ste ocfh tnhicea l
meeretijnegc tiboent wcaeseens .m anager on behalf of REIT,
em)e rcThraannts bfearn okfe rs,h RaTreAs. from Sponsor Demat a/c to Trust
Demat account
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.
g) Sponsor shall transfer its entire shareholding or interest T+3
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or rights in the holdCo. and /or SPV or ownership of the
real estate or property as disclosed in the offer
document.
Sl. Details of activities Due date
h) Manager on behalf of the REIT to initiate corporate
No. (working day*)
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 T+4
formalities are complete except demat credit.
e) RTA to send bank-wise data of allottees, amount due
on units allotted, if any, and balance amount to be
unblocked to SCSBs.
Page 266 of 294
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 T+5
trading permission.
e) Stock exchange(s) to issue notice for listing and
commencement of trading.
Page 267 of 294
Sl. Details of activities Due date
7 Trading commences T+6
No. (working day*)
* 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)
S. Details of Activities Due Date
No. (working
day*)
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, give an acknowledgement to investor, by giving the
Issue
counter foil or specifying the application number to the investor, as
opening date
a proof of having accepted the application form, in physical or
to issue
electronic mode, respectively.
closing date
(where T is
(i) For applications submitted by investors to SCSB: After accepting
issue closing
the form, SCSB shall capture and upload the relevant details in the
date)
electronic bidding system as specified by the stock exchange(s) and
may begin 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.
Page 269 of 294
S. Details of Activities Due Date
No. (working
day*)
Stock exchange(s) shall allow modification of selected fields viz.
DP ID/Client ID or Pan ID (Either DP ID/Client ID or Pan ID can be
modified but not BOTH), Bank code and Location code, in the bid
details already uploaded.
.
3. For retail applications submitted to intermediaries, with use of Issue
UPI for payment: opening date
to issue
Stock Exchange to share bid details including the UPI ID with closing date
Sponsor Bank on a continuous basis through API integration, to (where T is
enable Sponsor Bank to initiate mandate request on investors for issue closing
blocking of funds. date)
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
Step 1: Sponsor bank shall do a reconciliation of bid requests to issue
received from exchange(s) and sent to NPCI. Sponsor bank shall closing date
ensure that all the bids received from exchange(s) are pushed to (where T is
NPCI. issue closing
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
Page 270 of 294
S. Details of Activities Due Date
No. (working
day*)
shall do a three-way reconciliation with Banks UPI switch data, CBS
data and the 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’
Page 271 of 294
S. Details of Activities Due Date
No. (working
day*)
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:
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
Page 272 of 294
S. Details of Activities Due Date
No. (working
day*)
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 Details*
No.
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
13 Amount
Page 273 of 294
S. Details of Activities Due Date
No. (working
day*)
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
Page 274 of 294
S. Details of Activities Due Date
No. (working
day*)
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.
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.
Registrar shall reconcile the compiled data received from the stock
T+2
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 Issue
audit trail shall be maintained by NPCI. The liability to opening date
compensate the investor in case of failed transactions shall be to ‘T+2’
Page 275 of 294
S. Details of Activities Due Date
No. (working
day*)
with the concerned entity in the ‘ASBA with UPI as the payment (where T is
mechanism’ process (Sponsor Bank/ NPCI/ Issuer Banks) at issue closing
whose end the lifecycle of the transaction has come to a halt. date)
NPCI shall share the audit trail of all disputed
transactions/investor 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.
Page 276 of 294
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
T+4
SCSBs and 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.
Page 277 of 294
S. Details of Activities Due Date
No. (working
day*)
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
exchange(s) to give listing and trading permission.
T+5
Issuer, merchant banker and registrar to initiate the process of
publishing the allotment advertisement.
Stock exchange(s) to issue commencement of trading notice.
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
T+6
Merchant Banker shall identify the non-adherence of timelines
and 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.
Page 278 of 294
S. Details of Activities Due Date
No. (working
day*)
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
Exchan **Bank ASBA S
**O U
ge(s) No of No No of No No of yNo of No of No of
nlin P
Uniqu of Uniqu of Unique nShares Uniqu Shares
e I
e Shar e Shar succes disucces e failed
BSE
NSE Applic es Applic es sful c sfully failed to get
Total
ation s Bloc atio Bloc Applica atBlocked Applic Blocke
** - Data to be obktaeidn ed byn ms erchanket db ankert fioronms registrear /exchange(s)a tion d
A s, if any
Annexure-34B S
B
S. Data Point Count Date of Activity
A
No.
1. Total No of unique applications Total
Bank ASBA
received
Online
UPI
2. Total No of Allottees Total
Bank ASBA
Online
UPI
Total
Page 279 of 294
S. Data Point Count Date of Activity
No.
3. Total No of Non-Allottees Bank ASBA
Online
UPI
4. Out of total UPI Allottees (Debit execution Count :
file), How many records were processed No of
successfully? shares:
Amount:
5. Out of total UPI Allottees (Debit execution Count:
file), How many records failed? No of
shares:
Amount:
6. Out of total UPI Non-Allottees
(Unblocking file), How many records were
7. sOuuctc oefs tsoftuallly U uPnIb Nloocnk-eAdll?o ttees
(Unblocking file), How many records
8. fWaihleedth ine ru onfbfllioncek rienvgo?k e 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.
Annexure-35
Format for providing Nomination
I/We wish to make a nomination. [As per details given below]
Nomination Details
I/We wish to make a nomination and do hereby nominate the following person(s) who
shall receive all the assets held in my / our account in the event of my / our death.
Nomination can be made Details of 1st Details of 2nd Details of 3rd
upto three nominees in the Nominee Nominee Nominee
account.
Page 280 of 294
Mandatory Details
1 Name of the nominee(s)
(Mr./Ms.)*
2 Share Equally % % %
of
[If not
each
equally,
Nominee Any odd lot after division shall be transferred to the first
please
nominee mentioned in the form.
specify
percentage]
3 Relationship With the
Applicant ( If Any)
* Date of Birth and Name of Guardian to be provided in case of minor nominee(s)
Non-mandatory Details
4 Address of Nominee(s)/
Guardian in case of Minor
City / Place:
State & Country:
PIN Code
5 Mobile / Telephone No. of
nominee(s)/ Guardian in
case of Minor
6 Email ID of nominee(s)/
Guardian in case of Minor
Page 281 of 294
7 Nominee/ Guardian (in
case of Minor)
Identification details –
[Please tick any one of
following and provide
details of same]
󠄀 Photograph & Signature
PAN
󠄀 Aadhaar Saving Bank
account no. Proof of
Identity Demat Account ID
Signature(s) of
Name(s) of holder(s)
holder*
Sole / First Holder (Mr./Ms.)
Second Holder (Mr./Ms.)
Third Holder (Mr./Ms.)
* Signature of witness, along with name and address are required, if the account holder
affixes thumb impression, instead of signature.
Note:
This nomination shall supersede any prior nomination made by the account holder(s), if
any.
The Intermediary shall provide acknowledgement of the nomination form to the account
holder(s)
Page 282 of 294
Annexure-36
Declaration for opting-out of nomination
I / We hereby confirm that I / We do not wish to appoint any nominee(s) in my / our MF Folio/
demat account and understand the issues involved in non-appointment of nominee(s) and
further are ware that in case of death of all the account holder(s), my / our legal heirs would
need to submit all the requisite documents / information for claiming of assets held in my /
our MF Folio / demat account, which may also include documents issued by Court or other
such competent authority, based on the value of assets held in the MF Folio / demat account.
Name and Signature of Holder(s)*
1._____________________2._______________________3._________________________
* Signature of witness, along with name and address are required, if the account holder
affixes thumb impression, instead of signature.
*****
Page 283 of 294
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
Page 284 of 294
S. Date of Circular No. Subject
No. Circular
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
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
Page 285 of 294
S. Date of Circular No. Subject
No. Circular
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
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
Page 286 of 294
S. Date of Circular No. Subject
No. Circular
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
Page 287 of 294
S. Date of Circular No. Subject
No. Circular
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
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
Page 288 of 294
S. Date of Circular No. Subject
No. Circular
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
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
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No. Circular
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)
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S. Date of Circular No. Subject
No. Circular
79 11-Jan-22 Advisory Clarification with respect to applicability of
‘Norms for processing Investor Service Request
by RTAs’ for dematerialization requests.
80 25-Jan-22 SEBI/HO/MIRSD/MIRSD_ Issuance of Securities in dematerialized form in
RTAMB/P/CIR/2022/8 case of Investor Service Requests
81 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
82 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)
83 20-Apr-22 SEBI/HO/CFD/DIL2/CIR/P Streamlining the process of public issues and
/2022/51 redressal of investor grievances
84 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)
85 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)
86 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)
87 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
88 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
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S. Date of Circular No. Subject
No. Circular
89 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”)
90 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)
91 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)
92 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)
93 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
94 28-Nov-22 SEBI/HO/MIRSD/ MIRSD- Procedure for seeking prior approval for change
PoD-2/P/CIR/2022/163 in control
95 10-Mar-23 SEBI/HO/MIRSD/MIRSD- Clarification with respect to Qualified RTAs
PoD-1/P/CIR/2023/36
96 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
97 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
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S. Date of Circular No. Subject
No. Circular
98 8-Jun-23 SEBI/HO/MIRSD/MIRSD- Online processing of investor service requests
PoD-1/P/CIR/2023/72 and complaints by RTAs
99 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
100 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
101 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.
102 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)
103 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
104 18-Dec-23 Advisory Clarification with respect to Corporate Benefits
and Voting Rights in case of securities
transferred to SEDA
105 10-Jun-24 SEBI/HO/MIRSD/POD- (a) Ease of Doing Investments- Non-
1/P/CIR/2024/81 submission of ‘Choice of Nomination’
(i) Doing away with freezing of Demat Accounts
and Mutual Fund Folios for existing investors;
(ii) To remove freeze on payment of corporate
benefits and service of physical folios;
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S. Date of Circular No. Subject
No. Circular
(b) Only 3 fields to be provided mandatorily for
updating Nomination Details
106 22-Oct-24 SEBI/HO/MIRSD/ MIRSD- Association of persons regulated by the Board
PoD-1/P/CIR/2024/143 and their agents with certain persons
107 29-Jan-25 SEBI/HO/MIRSD/ MIRSD- Details/clarifications on provisions related to
PoD-1/P/CIR/2025/11 association of persons regulated by the Board,
MIIs, and their agents with persons engaged in
prohibited activities
108 14-May-25 SEBI/HO/MIRSD/MIRSD- Investor Charter for Registrars to an Issue and
PoD/P/CIR/2025/67 Share Transfer Agents (RTAs)
109 23-May-25 SEBI/HO/MIRSD/SECFAT Accessibility and Inclusiveness of Digital KYC
F/P/CIR/2025/74 to Persons with Disabilities
110 19-Sep-25 SEBI/HO/MIRSD/MIRSD- Ease of doing investment - Smooth
PoD/P/CIR/2025/130 transmission of securities from Nominee to
Legal Heir
111 24-Dec-25 HO/38/13/11(3)2025- Ease of doing investment - Review of
MIRSD-POD/I/1102/2025 simplification of procedure and standardization
of formats of documents for issuance of
duplicate certificates
112 30-Jan-26 HO/38/13/(3)2026- Ease of Doing Investment and Ease of Doing
MIRSD-POD/I/3763/2026 Business – Doing away with requirement of
issuance of Letter of Confirmation (“LOC”) and
to effect direct credit of securities in
dematerialisation account of the investor
113 30-Jan-26 HO/38/13/11(2)2026- Ease of Doing Investment – Special Window for
MIRSD-POD/ I/3750/2026 Transfer and Dematerialisation of Physical
Securities
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