INSTRUCTIONS TO REGISTRARS TO AN ISSUE / SHARE TRANSFER AGENTS
Summary
This section mandates that Registrars to an Issue and Share Transfer Agents enter into legally valid agreements with issuers or body corporates, adhering to SEBI model formats. It stipulates specific records and documents that must be maintained in hard copy or magnetic media for a minimum of three years. Additionally, it requires these intermediaries to submit periodical reports to SEBI using prescribed proformas within fifteen days of each calendar quarter. This section outlines the mandatory operational responsibilities of Registrars to an Issue (RTIs) and Share Transfer Agents (STAs), including specific tasks like despatching allotment advice and handling security transmissions. It imposes strict prohibitions on outsourcing disproportionate work, unauthorized office closures, and handing over documents or certificates to issuers for dispatch. The text further mandates record-keeping standards, complaint redressal timelines, and includes a draft agreement template defining the contractual relationship between the RTI and the Issuer. This section outlines the mutual obligations, duties, and responsibilities of the Registrar and the Company regarding the securities issue. It detai
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all Registrars to an Issue / Share Transfer Agents are required to enter into a legally valid agreement with the Issuers / Body corporate.
The models have been formulated with a view to bringing about standardisation in the legal relationship between the RTI and Issuer and STA and body corporate.
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, 1956 and SEBI (Registrars to an Issue and Share Transfer Agents) Rules and Regulations, 1993.
Where the Registrar to an Issue / Share Transfer agent is a company the agreement should be executed by persons authorized to execute documents in accordance with the Articles of Associations of the company; in case of partnership firms the Agreement should be executed by all the partners or the Managing partner acting under the authority of the other partners; and in the case of a proprietary concern, by the proprietor himself.
The Agreement must be stamped according to the Local Stamp Laws for the time being in force at the place of execution.
In such a case the Agreement shall be executed by all the RTIs and the Issuer and the Lead Manager shall be a confirming party.
The Agreement entered into by a RTI with an Issuer shall be valid at least until the expiry of one year from the date of closing of the Issue and in the case of an Agreement entered into by a STA with a body corporate, it shall be valid for a minimum period of one year renewable if the circumstances so require.
A certified copy of the executed agreement between the RTI and the issuer shall be immediately forwarded to the Lead Managers to the Issue (Pre-issue and Post-Issue).
it is hereby stipulated that in addition to the books, records and documents stipulated in regulation 14(1), 14(2) and 14(3) the following records and documents shall also be maintained by the RTI/STA in hard copy / magnetic media.
Records and Documents to be maintained by RTI include original agreement, prospectus print copy, reconciliation of applications, full particulars of applications, stock invest details, despatch details, stationery records, basis of allotment copies, returned mail records, and complaints register.
Records and documents to be maintained by STA include allotment records, datewise securities records, movement register, board resolution and transfer register, despatch details, member and transfer registers, specimen signature cards, returned mail records, and complaints register.
These records and documents are required to be maintained by the intermediaries for a minimum period of 3 years in terms of regulation 15.
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Source: SecMarx — INSTRUCTIONS TO REGISTRARS TO AN ISSUE / SHARE TRANSFER AGENTS. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.