According to SECURITIES AND EXCHANGE BOARD OF INDIA (REGISTRARS TO AN ISSUE AND SHARE TRANSFER AGENTS) REGULATIONS, 1993
“Registrar to an issue” means the person appointed by a body corporate or any person or group of persons to carry on the following activities on its or his or their behalf:
(a) Determining the basis of allotment of securities in consultation with stock exchange; (b) Finalising list of persons entitled to allotment;
(c) Processing and dispatching allotment letters, refund orders or certificates and other related documents in respect of an issue.
“Share transfer agent” means:
Application for grant of a certificate of registration.
(1) An application by a registrar to an issue or a share transfer agent for grant of a certificate of registration shall be made to the Board in Form A. An application for registration made under sub-regulation (1) shall be accompanied by a non-refundable application fee.
(2) The application under sub-regulation (1) may be made for any of the following categories, namely:
No person or group of person is allowed to act as Registrar to issue or Share transfer agent unless he/they obtain a certificate of registration from the security and exchange board of India in the manner specified in the securities and exchange board of India (registrar to issue and share transfer agent) regulations,1993.
Consideration of application?
The Board shall take into account for considering the grant of a certificate all matters which are relevant to the activities and in particular the following, namely, whether the applicant?
(a) Has the necessary infrastructure like adequate office space, equipments, and manpower to effectively discharge his activities;
(b) Has any past experience in the activities;
(c) Or any person directly or indirectly connected with him has not been granted registration by the Board under the Act;
(d) fulfills the capital adequacy requirement specified in the regulation;
(e) Is subjected to any disciplinary proceedings under the Act;
(f) Or any of its director, partner or principal officer is or has at any time been convicted for any offense involving moral turpitude or has been found guilty of any economic offense.
(g) Is a fit and proper person.[for fit and a proper person the criteria specified in schedule ii of securities and exchange board of India (intermediaries) Regulation, 2008]
Criteria for determining a fit and proper person:
For the purpose of determining as to whether an applicant is a fit and proper person the board may take account of any consideration as it deems fit, including but not limited to following criteria in relation to an applicant:
Capital Adequacy Requirement?
(1) The capital adequacy requirement as per the regulation led down by the board:-
(2) The net worth of the applicant shall be as follows, namely:
(a) Category I - Rs.50, 00, 00>
(b) Category II - Rs.25, 00,000
Provided that a registrar to an issue or a share transfer agent, who was granted a certificate of initial or permanent registration, as the case may be, under these regulations prior to the commencement of the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) (Second Amendment) Regulations, 2011, shall raise its net worth to the said minimum within a period of three years from such commencement.
Provided further that the capital adequacy requirement shall not be applicable for a department or division of a body corporate performing activities of share transfer agent, performed by any person, who on behalf of anybody corporate, maintains the records of holders of securities issued by such body corporate and deals with all matters connected with the transfer and redemption of its securities.
Conditions of registration?
Registration granted under regulation shall be subject to the following conditions, namely:-
(a) Where a registrar to an issue or a share transfer agent proposes, it shall obtain prior approval of the Board for continuing to act as such after the change;
(b) Without prejudice to its obligations under any other law for the time being in force, it shall enter into a legally binding agreement with the body corporate or the person or group of persons for or on whose behalf it is acting as a registrar to an issue or a share transfer agent stating therein the allocation of duties and responsibilities between itself and such body corporate or person or group of persons, as the case may be;
(c) It shall pay the fees for registration, in the manner provided in these regulations
(d) It shall maintain capital adequacy requirements specified in regulation at all times during the period of the initial registration or permanent registration;
(e) It shall take adequate steps for redressal of grievances of the investors within one month of the date of the receipt of the complaint and keep the Board informed about the number, nature and other particulars of the complaints received and the manner in which such complaints have been redressed;
(f) It shall abide by the regulations made under the Act in respect of the activities carried on by it as a registrar to an issue or a share transfer agent.
(g) It shall immediately intimate the Board, details of changes that have taken place in the information that was submitted while seeking registration.
Registrar to an Issue not to act as such for an associate.?
No registrar to an issue shall act as such registrar for any issue of securities in case he or it is an associate of the body corporate issuing the securities. Explanation for the purpose of this regulation, a registrar to an issue or the body corporate as the case may be shall be deemed to be an associate of the other where:-
(a) He or it controls directly or indirectly not less than 10 percent of the voting power of the body corporate or of the registrar to an issue, as the case may be; or,
(b) He or any of his relative is a director or promoter of the body corporate or of the registrar to an issue, as the case may be.
To maintain proper books of accounts and records, etc.?
(1) Every registrar to an issue and share transfer agent is a body corporate shall keep and maintain the following books of accounts and documents in respect of eight preceding financial years, namely: -
(a) In relation to the registrar to an issue and share transfer agent being a body corporate
(i) A copy of balance sheet and profit and loss account as specified in sections 211 and 212 of the Companies Act, 1956 (1 of 1956);
(ii) A copy of the auditor's report referred to in section 227 of the Companies Act, 1956 (1 of 1956);
(iii) A statement of capital adequacy requirements for each quarter.
(b) In relation to the registrar to an issue and share transfer agent not being a body corporate –
(i) All sums of money received and expended by them and the matters in respect of which the receipt and expenditure take place;
(ii) Their assets and liabilities; and
(iii) A statement of capital adequacy requirements for each quarter.
(2) Every registrar to an issue shall also maintain the following records with respect to:-
(a) All the applications received from investors in respect of an issue;
n style="line-height:115%">(b) All applications of investors rejected and reasons therefor;
(c) The basis of allotment of securities to the investors as finalized in consultation with the stock exchange;
(d) Terms and conditions of purchase of securities;
(e) Allotment of securities;
(f) List of names of allottees and non-allottees of the securities;
(g) Refund orders dispatched to investors in respect of application monies received from them in response to an issue;
h) Such other records as may be specified by the Board for carrying on the activities as registrars to an issue.
(3) Every share transfer agent shall maintain the following records in respect of a body corporate on whose behalf he is carrying on the activities as share transfer agent namely:-
(a) List of holders of securities of such body corporate;
(b) The names of transferor and transferee and the dates of transfer of securities;
(c) Such other records as may be specified by the Board for carrying out the activities as share transfer agents.
Corpseed team will help to get registered as registrar to issue and share transfer agent and to maintain all the proper documents which are required to be maintained.
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