TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 2025
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....lations, 2025. (2) They shall come into force on the date of their publication in the Official Gazette. Definitions. 2. (1) In these regulations, unless the context otherwise requires, the terms defined herein shall bear the meaning assigned to them below and their cognate expressions and variations shall be construed accordingly,- (a) "Act" means the Securities and Exchange Board of India Act, 1992 (15 of 1992); (b) "activity" means activities which a registrar to an issue and share transfer agent may carry under clause (k) of sub-regulation (1) of regulation 2; (c) "Board" means the Board as defined in clause (a) of sub-section (1) of section 2 of the Act; (d) "body corporate" means a body corporate as defined in sub-section (11) of Section 2 of the Companies Act, 2013 (18 of 2013); (e) "certificate" means a certificate of registration granted by the Board under these regulations; (f) "Change in control" in case of a body corporate - (A) if its shares are listed on any recognised stock exchange, shall be construed with reference to the definition of control in terms of regulations framed under clause (h) of s....
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....person shall act as a Registrar to an Issue and Share Transfer Agent unless it has obtained a certificate of registration from the Board under these regulations. Application for grant of certificate of registration. 4. (1) An application by a Registrar to an Issue and Share Transfer Agent for grant of a certificate of registration shall be made to the Board in Form A of Schedule I and shall be accompanied by a nonrefundable application fee, as specified in Para 1 of Schedule II. (2) Notwithstanding anything contained in sub-regulation (1), any application made by a registrar to an issue or a share transfer agent prior to coming into force of these regulations containing such particulars as near thereto as mentioned in Form A of Schedule I shall be treated as an application made in pursuance of sub-regulation (1) and dealt with accordingly. Application to conform to the requirements. 5. Subject to the provisions of sub-regulation (2) of regulation 4, any application, which is not complete in all respects and does not conform to the instructions specified in the form, shall be rejected: Provided that, before rejecting any such application, the applicant shall be giv....
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.... 8. For the purposes of determining whether an applicant is a fit and proper person the Board may take into account the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008. Net worth Requirement. 9. The net worth requirement referred to in clause (g) of regulation 7 shall not be less than fifty lakh rupees. Explanation.- For the purpose of this regulation, "net worth" means the value of the paid up capital, the free reserves and the securities premium as disclosed in the books of accounts of the applicant at the time of making the application under sub-regulation (1) of regulation 4: Provided that a registrar to an issue and share transfer agent, who was granted a certificate of registration prior to the commencement of Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 2025, shall raise its net worth to the said minimum within a period of eighteen months from such commencement. Grant of certificate of registration. 10. (1) The Board, on being satisfied that the applicant fulfils the requirements specified in regulation 7, shall send an ....
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....aints received and the manner in which such complaints have been redressed; (g) the registrar to an issue and share transfer agent shall immediately intimate the Board in writing, if any information or particulars previously submitted to the Board are found to be false or misleading in any material particular or if there is any material change in the information already submitted; (h) the registrar to an issue and share transfer agent shall provide services to listed or proposed to be listed companies on a stock exchange recognised by the Board. (2) Nothing contained in clause (b) of sub-regulation (1) shall affect the obligation to obtain a fresh registration under section 12 of the Act in cases where it is applicable. Providing services to unlisted companies 12. (1) Where a registrar to an issue and share transfer agent is providing its services to unlisted companies, then, - (a) the services provided to unlisted companies shall be separate and segregated from all other services, through a separate business unit; (b) such services provided to unlisted companies shall not come under regulatory jurisdiction of the Board; and (c)....
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....y as a registrar to an issue and share transfer agent. CHAPTER III GENERAL OBLIGATIONS AND RESPONSIBILITIES Code of Conduct. 15. Every registrar to an issue and share transfer agent shall at all times abide by the Code of Conduct as specified in Schedule III. Registrar to an issue and share transfer agent not to act as such for an associate. 16. No registrar to an issue and share transfer agent shall act as such for any issue of securities by a body corporate of which it is an associate. Explanation.─ For the purpose of this regulation, a registrar to an issue and share transfer agent or the body corporate as the case may be shall be deemed to be an associate of the other where:- (a) it controls directly or indirectly not less than 10 percent of the voting rights of the body corporate or of the registrar to an issue and share transfer agent, as the case may be; or, (b) relative of its director or promoter or key managerial personnel is a director or promoter of the body corporate or of the registrar to an issue and share transfer agent, as the case may be. Explanation.- The term 'relative' shall have the same meani....
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....on. Maintenance of records. 18. Subject to provisions of any other law, the registrar to an issue and share transfer agent shall preserve the books of accounts and other records and documents maintained under regulation 17 for a minimum period of eight years. Appointment of a Compliance Officer. 19. (1) Every Registrar to an Issue and Share Transfer Agent shall appoint a compliance officer who shall be responsible for monitoring the compliance of the Act, rules and regulations, notifications, guidelines, instructions etc. issued by the Board or the Central Government and for redressal of investors' grievances. (2) The compliance officer shall immediately and independently report to the Board any noncompliance observed by him. Dispute Resolution 20. All claims, differences or disputes between a Registrar to an Issue and Share Transfer Agent and its client and investor arising out of or in relation to the activities of the Registrar to an Issue and Share Transfer Agent in the securities market shall be submitted to a dispute resolution mechanism that includes mediation and/or conciliation and/or arbitration, in accordance with the procedure specified by the B....
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....le blower policy 26. (1) The registrar to an issue and share transfer agent shall establish, implement and maintain a documented whistle blower policy providing a confidential channel for employees and stakeholders to report suspected fraud, unethical conduct, regulatory or legal violations, or governance vulnerabilities, without fear of retaliation. (2) The policy shall include procedures for ensuring adequate protection of whistle-blowers and for fair and timely investigation of complaints (3) The complaints under this regulation against the Board of Directors including those against the Managing Director, Chief Executive Officer or equivalent, key managerial personnel, Designated Directors or Promoter shall be addressed to the Audit Committee or other equivalent body of the registrar to an issue and share transfer agent and the complaints against other employees shall be addressed to the Compliance Officer. CHAPTER V INSPECTION AND DISCIPLINARY PROCEEDINGS Board's right to inspect. 27. (1) The Board may appoint one or more persons as inspecting authority to undertake inspection of the books of accounts, records and documents of the registrar to an issue ....
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....ehalf and also extend reasonable facility for examining any books, records, documents and computer data in the possession of the registrar to an issue and share transfer agent or any other person on their behalf and also provide copies of documents or other materials which, in the opinion of the inspecting authority are relevant. (3) The inspecting authority shall, in the course of inspection, be entitled to examine or record statements of any member, director, partner, proprietor and employee of the registrar to an issue and share transfer agent. (4) It shall be the duty of every director, proprietor, partner, officer or employee of the registrar to an issue and share transfer agent to give to the inspecting authority all assistance in connection with the inspection, which the registrar to an issue and share transfer agent may be reasonably be expected to give. Submission of Report to the Board. 30. The inspecting authority shall, as soon as possible, submit an inspection report to the Board. Action on inspection or investigation report. 31. The Board or the Chairman shall after consideration of the inspection or investigation report, take such action as the Boar....
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.....- For the purposes of these regulations, "regulatory sandbox" means a live testing environment where new products, processes, services, business models, etc. may be deployed on a limited set of eligible customers for a specified period of time, for furthering innovation in the securities market, subject to such conditions as may be specified by the Board. Power to relax strict enforcement of the regulations on the basis of application 35. (1) The Board may either suo moto or upon receipt of an application made in this regard, in the interest of investors and securities market and for the development and regulation of securities market, relax the strict enforcement of any requirements of these regulations, if the Board is satisfied that: (a) the requirement may cause undue hardships to investors; or (b) the requirement is procedural or technical in nature; or (c) the non-compliance is caused due to factors beyond the control of the person. (2) For seeking relaxation under sub-regulation (1), an application, detailing the grounds on which such relaxation has been sought, shall be filed with the Board along with a non-refundable fee, as specified f....
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....LUMN IS NOT RELEVANT OR NOT APPLICABLE, THIS SHOULD BE SPECIFIED. 3. INFORMATION WHICH NEEDS TO BE SUPPLIED IN MORE DETAILS MAY BE WRITTEN ON SEPARATE SHEETS WHICH SHOULD BE ATTACHED TO THE APPLICATION FORM. 4. ORIGINAL COPY OF FORM DULY SIGNED SHOULD BE SUBMITTED. PART - I GENERAL INFORMATION 1. APPLICANTS DETAILS 1.1 Name of the Applicant _____________________________ 1.2 Address of Applicant ______________________________ Pin Code _____________Telephone No. _____________ 1.3 Address of the applicant for Correspondence: Pin Code _____________Telephone No. ____________ 1.4 Address of Branch Offices (in India & Abroad) of the applicant, if any: (a) _________________________________________ (b) _________________________________________ (c) _________________________________________ (d) _________________________________________ 1.5 Whether any other application under Securities and Exchange Board of India Act, 1992 has been made for grant of Certificate, if so, details thereof: 2. ORGANISATION STRUCTURE: 2.1 Objective of the organisation. (attach the e....
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....quent third year (estimated) (a) Fixed Assets (b) Plant & Machinery and office equipment (c) Investment (Details Should be given separately) (d) Others 5.3 Net Profit for the last three financial years (Rs. In lakhs) First Year Second Year Third year 5.4 Estimated profit from various sources. (Rs. In lakhs) Current Year Subsequent second year (estimated) Subsequent third year (estimated) ^3[5.5] Please enclose three years of audited annual accounts and where unaudited reports are submitted, give reasons. ^3A[5.6] Name and Address of Principal Bankers ^3B[5.7] Name and Address of the Auditors (Internal, External & Tax auditor, if any). (As applicable) 6 OTHER INFORMATION 6.1 Details of all pending disputes: Nature of dispute Name of the party Names & Places of Court / Tribunal where disputes are pending 6.2 Indictment of involvement in any offence relating to moral turpitude / economic offences in the last three years. 6.3 Any significant awards or recognition, collective grievances against the services rendered by the c....
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....xchange Board of India Act, 1992, read with the rules and regulations made thereunder the Board hereby grants a certificate of registration to _______________________as registrars to an issue and share transfer agent subject to the conditions in the rules and in accordance with the regulations to carry out the activities as specified therein. II. Registration Code for Registrar to an Issue and Share Transfer Agent is ________________ III. This certificate of registration shall be valid unless it is suspended or cancelled by the Board. Date: By Order For and on behalf of Securities and Exchange Board of India SCHEDULE II [Regulation 14] Fees 1. Every registrar to an issue and share transfer agent shall pay a non-refundable fee of twenty thousand rupees along with the application for grant of certificate of registration under sub-regulation (1) of regulation 4. 2. Every registrar to an issue and share transfer agent shall pay a registration fee of six lakh rupees, within fifteen days from the date of receipt of information from the Board, at the time of grant of certificate of registration. 3. A registrar to an issue and share transfer agent who ha....
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....e that - a. inquiries from investors are adequately dealt with; b. grievances of investors are redressed without any delay; c. confirmation of dematerialisation / rematerialisation requests and distribution of corporate benefits and allotment of securities is done within the time specified under any law . 6. A Registrar to an Issue and Share Transfer Agent shall make reasonable efforts to avoid misrepresentation and ensure that the information provided to the investors is not misleading. 7. A Registrar to an Issue and Share Transfer Agent shall not reject the dematerialisation /rematerialisation requests on flimsy grounds. Such request could be rejected only on valid and proper grounds and supported by relevant documents. 8. A Registrar to an Issue and Share Transfer Agent shall avoid conflict of interest and make adequate disclosure of its interest. 9. A Registrar to an Issue and Share Transfer Agent shall put in place a mechanism to resolve any conflict of interest situation that may arise in the conduct of its business or where any conflict of interest arises, shall take reasonable steps to resolve the same in an equitable manner. 10. A ....
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....l breach or noncompliance by it, of any law, rules, regulations, directions of the Board or of any other regulatory body. 20. A Registrar to an Issue and Share Transfer Agent shall take adequate and necessary steps to ensure that continuity in data and record keeping is maintained and that the data or records are not lost or destroyed. Further, it shall ensure that for electronic records and data, up-to-date back up is always available with it. 21. A Registrar to an Issue and Share Transfer Agent shall endeavor to resolve all the complaints against it or in respect of the activities carried out by it as quickly as possible. 22. (a) A Registrar to an Issue and Share Transfer Agent or any of its employees shall not render, directly or indirectly any investment advice about any security in the publicly accessible media, whether real-time or non-real time, unless a disclosure of its long or short position in the said security has been made, while rendering such advice. (b) In case, an employee of a Registrar to an Issue and Share Transfer Agent is rendering such advice, the Registrar to an Issue and Share Transfer Agent shall ensure that it also discloses its own interest, ....