Master Circular for Registrars to an Issue and Share Transfer Agents

SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 · 2023-05-17 · SEBI

Summary

This part of the document serves as the Master Circular for Registrars to an Issue and Share Transfer Agents (RTAs), consolidating various operational circulars into a single reference. It establishes that previous rescinded circulars remain legally effective for actions taken prior to this issuance, ensuring continuity of rights and liabilities. The section also outlines the regulatory powers under Section 11(1) of the SEBI Act and provides a comprehensive table of contents covering registration, obligations, demat matters, and investor grievance redressal. This section outlines the conditions under which the Board may grant registration to separate legal entities within the same group. It mandates that Registrars to an Issue and Share Transfer Agents must submit applications and reports exclusively through the SEBI Intermediary Portal. Furthermore, it establishes general instructions for registrants, including compliance officer designation, agreement requirements with issuers, and specific record-keeping obligations. This section mandates specific records and documents that Registrar and Share Transfer Agents (RTAs) must maintain for a minimum of eight years. It outlines the man

Text

In order to enable the users to have access to the applicable circulars at one place, this Master Circular in respect of RTA is being issued.

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 The circulars mentioned in Appendix shall stand rescinded from the date of issuance of this Master Circular.

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suspended or cancelled, any adjudication, enquiry or investigation commenced or show-cause notice issued under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular;

any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular;

the previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded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

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

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

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: The entities are incorporated as separate legal entities; The entities have independent Board of Directors... There is absolute arm’s length relationship... key personnel and infrastructure are independently available... Each entity has independent regulatory controls...

An RTA shall submit application for registration/surrender/cancellation, submission of periodical reports, requests for change of name/address/ other details, etc. only in online mode on the SEBI Intermediary Portal...

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.

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

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

Source: SecMarx — Master Circular for Registrars to an Issue and Share Transfer Agents. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.