Model Tripartite Agreement between the Issuer Company, Existing Share Transfer Agent and New Share Transfer Agent as per Regulation 7(4) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015
Summary
This circular mandates the execution of a model tripartite agreement between an issuer, existing share transfer agent (STA), and new STA upon any change in appointment. It requires listed entities and RTAs to publish this format on their websites and comply with specific transition conditions outlined in Annexure A. The directive is issued under Section 11(1) of the SEBI Act to protect investor interests and regulate the securities market. Paragraphs 22 through 30 establish the division of liabilities between the Existing and New Share Transfer Agents based on a cut-off date, mandate data preservation protocols, and define the agreement's submission to stock exchanges. The document concludes with dispute resolution mechanisms, subjectivity to SEBI regulations, insurance coverage for fraud, and definitions referencing SEBI rules. Annexure I provides a comprehensive checklist of physical records, computer data, and company-specific information required for the handover process.
Text
RTA shall enter into a legally binding agreement with the body corporate or person for whom it acts as registrar stating allocation of duties and responsibilities.
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.
A model Tripartite Agreement has been prepared in consultation with Registrar Association of India (RAIN) and some issuer companies.
RTAs and listed companies are advised to publish the format of tripartite agreement on their respective websites.
RTAs and listed companies are advised to comply with the conditions laid down in this circular.
Make necessary amendments to the relevant bye-laws, rules and regulations, operational instructions, as the case may be, for the implementation of the above circular.
RTAs are advised to submit compliance of the direction given in para 4.1 above to SEBI vide email at rta@sebi.gov.in latest by June 01, 2023 along with the link of their website containing the format of tripartite agreement.
This circular is issued in exercise of powers conferred by 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.
The cut-off date for the purposes of this agreement 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.
The Existing STA has handed over all the records/ data and documents which are in its possession in its capacity as a share transfer agent to the New STA/ Issuer, within one month from the date of termination of agreement of Existing STA/ date of appointment of New STA.
The Issuer has obtained 'No Objection Certificate' (in prescribed format of the depositories) from Existing STA... and has paid all outstanding dues to existing STA after handover.
It shall be responsibility of the Existing STA to certify and ensure completeness of all records of the Issuer (stored in Physical and/or electronic form) at the time of handover.
You have read the preview. Create a free account to read the full document and see every order that applied it.
Free accounts include 10 searches/day with full text access.
Source: SecMarx — Model Tripartite Agreement between the Issuer Company, Existing Share Transfer Agent and New Share Transfer Agent as per Regulation 7(4) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.