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
X X X X Extracts X X X X
X X X X Extracts X X X X
....es between itself and such body corporate or person or group of persons, as the case may be". Accordingly, vide circular dated October 11, 1994 (now rescinded due to issuance of Master Circular for Registrars to an Issue and Share Transfer Agents dated May 17, 2023), draft Bipartite Agreement was prescribed by SEBI. 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." 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-A. 4. RTAs and listed companies are advised to: 4.1. publish the format of tripartite agreement on their respective websites.: 4.2. comply with the conditions laid down in this circular; 4.3. make necessary amendments to the relevant bye-laws, rules and regulations, operational instructions, as the case may be, for ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....d having its Registered office at ---------------------------------------------------------------------------------------- (hereinafter referred to as the "New STA"), 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 STA to render services to its shareholders. The Issuer vide its letter dated __________ has given notice to the Existing STA to discontinue its services and has appointed New STA w.e.f. _________________ as per the Board Resolution dated 3. The New STA is a Securities and Exchange Board of India registered share transfer agent having registration no: ________________ and the Issuer has approached the New STA to act as its share transfer agent and the New STA has acce....
X X X X Extracts X X X X
X X X X Extracts X X X X
....STA 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 STA have ensured that all records/ data and documents along with computer data have been properly handed over to the New STA. 13. The Existing STA had handed over the check list as per Annexure-I to the New STA prior to the audit. The Existing STA has handed over the records/ data and documents (as per Annexure-I) duly catalogued and indexed to the New STA under intimation to the Issuer. The Existing STA has elaborately listed out all the missing records/ data and documents in the Annexure-I enclosed. The Existing STA 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 STA 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 Ex....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... (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 STA and the Existing STA.) 25. This Agreement has been signed by the parties only after Existing STA has issued the "No Objection Certificate" to shift the ISIN to New STA. All the items listed in Annexure-I have been checked by the auditor appointed by the Issuer and the New STA. Annexure-I has become a part of this Agreement and has been signed by the Existing STA, New STA 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 ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... 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. Al....