Master Circular for Registrars to an Issue and Share Transfer Agents
Summary
This section introduces the Master Circular issued by SEBI to consolidate various circulars regarding Registrars to an Issue and Share Transfer Agents (RTAs). It establishes that all prior circulars listed in the Appendix are rescinded upon issuance of this document. The text further clarifies that actions taken under rescinded circulars remain valid and enforceable as if they were done under this Master Circular. This section outlines the procedures for granting registration to applicants, including conditions for entities within the same group. It mandates an online registration mechanism via the SEBI Intermediary Portal for applications and updates. Additionally, it establishes general instructions for Registrars to an Issue and Share Transfer Agents regarding compliance, agreements with issuers, and operational protocols. Section 3.5 mandates that RTA agreements remain valid for at least one year and requires certified copies to be forwarded to Lead Managers. Section 3.6 stipulates detailed record-keeping obligations for RTAs acting as registrars or transfer agents, including specific registers and documents. Section 3.6.2 and 3.6.3 outline mandatory operational duties, restric
Text
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.
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.
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all directions/instructions contained in the Circulars listed out in the Appendix to this Master Circular shall stand rescinded to the extent they relate to RTAs.
anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular;
any application made to the Board under the rescinded circulars prior to such rescission, and pending before it, shall be deemed to have Page 6 of 13 been made under the corresponding provisions of this Master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;
the previous operation of the rescinded circulars or anything done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars,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.
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.
This Master Circular is available on SEBI website at www.sebi.gov.in in the path “Legal >Master Circulars”.
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... The 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.
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.
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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.