THE GAZETTE OF INDIA
EXTRAORDINARY
PART II - SECTION 3 - SUB-SECTION (i)
PUBLISHED BY AUTHORITY
NEW DELHI 31st MAY, 1993
MINISTRY OF FINANCE
(DEPARTMENT OF ECONOMIC AFFAIRS)
NOTIFICATION
NEW DELHI 31st MAY, 1993
SECURITIES AND EXCHANGE BOARD OF INDIA
(REGISTRARS TO AN ISSUE AND SHARE TRANSFER
AGENTS) RULES, 1993

THE GAZETTE OF INDIA
EXTRAORDINARY
PART II - SECTION 4
PUBLISHED BY AUTHORITY
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
BOMBAY, MONDAY, MAY 31, 1993
SECURITIES AND EXCHANGE BOARD OF INDIA
(REGISTRARS TO AN ISSUE AND SHARE TRANSFER AGENTS)
REGULATIONS, 1993

(AS AMENDED UPTO 03/01/2000)

THE GAZETTE OF INDIA EXTRAORDINARY

PART II - SECTION 3 - SUB-SECTION (i)
PUBLISHED BY AUTHORITY
NEW DELHI 31st MAY, 1993
MINISTRY OF FINANCE
(DEPARTMENT OF ECONOMIC AFFAIRS)
NOTIFICATION
NEW DELHI 31st MAY, 1993
SECURITIES AND EXCHANGE BOARD OF INDIA
(REGISTRARS TO AN ISSUE AND SHARE TRANSFER
AGENTS) RULES, 1993

G S R .436 (E) In exercise of the powers conferred by section 29 of the Securities and Exchange Board of India, Act 1992, (15 of 1992) the Central Government hereby makes the following rules, namely :-

Short title and commencement

1. (1) These rules may be called the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Rules, 1993.
(2) They shall come into force on the date of their publication in the Official Gazette.

Definitions

2. In these rules, unless the context otherwise requires -

(a) "Act" means the Securities and Exchange Board of India, Act 1992 (15 of 1992);

(b) "body corporate" means a body corporate as defined in clause (7) of section 2 of the Companies Act, 1956; ( 1 of 1956);

(d) "issue" means an offer of sale or purchase of securities by any body corporate or by any other person or group of persons on its or his or their behalf, as the case may be, to or from, the public, or, the holders of securities of such body corporate or person or group of persons.

(e) "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, namely :-

(i) collecting applications from investors in respect of an issue;

(ii) keeping a proper record of applications and monies received from investors or paid to the seller of the securities. and

(iii) assisting body corporate or person or group of persons in-

(a) determining the basis of allotment of securities in consultation with the stock exchange;

(b) finalising of the list of persons entitled to allotment of securities;

(c) processing and despatching allotment letters, refund orders or certificates and other related documents in respect of the issue.

(f) "regulations" means the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;

(g) "share transfer agent" means-

(i) any person, who on behalf of any body corporate maintains the record of holders of securities issued by such body corporate and deals with all matters connected with the transfer and redemption of its securities.

(ii) a department or division (by whatever name called) of a body corporate performing the activities referred in sub-clause (i) if, at any time the total number of the holders of securities issued exceed one lakh.

(h) "stock exchange" means a stock exchange which is for the time being recognised by the Central Government under section 4 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956).

Not to act as registrars to issue, share transfer agent without registration

3. No person shall act either as a registrar to an issue or as a share transfer agent unless he holds a certificate granted by the Board under the regulations:

Provided that such person may continue to act as registrar to an issue or share transfer agent if he has made an application for such registration under the proviso to sub-section (1) of section 12 of the Act till the disposal of such application.

Conditions for grant or renewal of certificate

4. (1) The Board may grant or renew a certificate to a registrar to an issue or a share transfer agent subject to the following conditions namely;

(a) in case of any change in the status and constitution, it or he shall obtain prior permission of the Board to continue to act as registrar to an issue or share transfer agent;

(b) without prejudice to the obligations under any other law the registrar to an issue or share transfer agent, shall enter into a valid agreement with the body corporate or the person or group of persons for or on whose behalf he is buying or selling or dealing in securities as a registrar to an issue or as a transfer agent and the said agreement amongst other things may define the allocation of duties and responsibilities between him and such body corporate or persons or group of persons, as the case may be;

(d) he maintains capital adequacy requirements specified in the regulations at all times during the period of the certificate or renewal thereof;

(e) he shall take adequate steps for redressal of grievances of the investors within one month of the date of the receipt of the complaints and he shall 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.NO.20/19/SE/92

THE GAZETTE OF INDIA EXTRAORDINARY
PART II - SECTION 4
PUBLISHED BY AUTHORITY
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
BOMBAY, MONDAY, MAY 31, 1993
SECURITIES AND EXCHANGE BOARD OF INDIA
(REGISTRARS TO AN ISSUE AND SHARE TRANSFER AGENTS)
REGULATIONS, 1993

No. SEBI/LE/5/93 In exercise of the powers conferred by section 30 of the Securities and Exchange Board of India Act, 1992(15 of 1992) the Board hereby, with the previous approval of the Central Government makes the following regulations, namely:-

CHAPTER I (Preliminary)
CHAPTER II (Registrations Of Registrar To An Issue And Sharetransfer Agent)
CHAPTER III (General Obligations And Responsibilities)
CHAPTER IV (Procedure For Inspection)
CHAPTER V (Procedure For Action In Case Of Default)
SCHEDULE 1
SCHEDULE II
SCHEDULE III

CHAPTER I

PRELIMINARY

Short title and commencement

1. (1) These regulations may be called the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993.

(2) They shall come into force on the date of their publication in the Official Gazette.

Definitions

2. In these regulations, unless the context otherwise requires,

(a) "activity" means activities which a registrar to an issue or a share transfer agent may carry under clause (e) and (g) of rule 2;

(b) "enquiry officer" means any officer of the Board, or any other person, having experience in dealing with the problems relating to the securities market, who is appointed by the Board under Chapter V;

(d) "inspecting authority" means one or more persons appointed by the Board to exercise powers conferred under ChapterIV;

(e) "principal officer" means -

(i) in relation to a proprietary concern, the proprietor himself;

(ii) in relation to a firm or an association of persons or any body of individuals or a body corporate, a secretary, treasurer, partner, manager or director of the firm, association, body corporate; or

(iii) any person connected with the management or administration of the firm, association or body or the body corporate upon whom the Board has served a notice of its intention of treating him as the principal officer thereof.

(f) "regulations" means Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;

(g) "rules" means Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Rules, 1993;

(h) all other words and expressions used in these regulations but not defined, and defined in the Act and the rules shall have the same meanings respectively assigned to them in the Act or the rules, as the case may be.

CHAPTER II

REGISTRATION OF REGISTRAR TO AN ISSUE AND SHARETRANSFER AGENT

Application for grant of certificate

3. (1) An application by a registrar to an issue or a share transfer agent for grant of a certificate shall be made to the Board in Form A.

(2) The application under sub- regulation (1) may be made for any of the following categories, namely :-

(a) Category I : to carry on the activities as a registrar to an issue and share transfer agent;

(b) Category II : to carry on the activity either as a registrar to an issue or as a share transfer agent;

(3) 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 shall be treated as an application made in pursuance of sub-regulation (1) and dealt with accordingly.

To furnish further information, clarification etc.

4. (1) The Board may require the applicant to furnish further information or clarifications regarding activities and matters connected thereto to consider the application for grant of a certificate.

(2) The applicant or, its principal officer shall, if so required, appear before the Board for personal representation.

Application to conform to the requirements

5. Subject to the provisions of sub-regulation (2) of regulation 3, 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 given an opportunity to remove within the time specified such objections as may be indicated by the Board.

Consideration of application

6. 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 man- power 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) fulfils the capital adequacy requirement specified in regulation 7;

(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 offence involving moral turpitude or has been found guilty of any economic offence.

Capital Adequacy Requirement

7. (1) The capital adequacy requirement referred to in clause (d) of regulation 6 shall not be less than the net worth of the applicant specified in sub- regulation (2).

(2) For the purposes of sub- regulation (1), the networth of the applicant shall be as follows, namely:

(a) Category I specified in clause (a) of sub-regulation (2) of regulation 3, - Rs.6,00,000 lacs;

(b) Category II specified in clause (b) of sub-regulation (2) of regulation 3, - Rs.3,00,000 lacs.

(3) In sub-regulation (2) the "networth" means -

(a) in the case of an applicant being a proprietary concern or a firm or an association of persons or any body of individuals, the value of capital contributed to such business by the applicant and the free reserves of any kind belonging to the business of the applicant, and

(b) in the case of a body corporate, the value of the paid up capital and the free reserves as disclosed in the books of accounts of the applicant at the time of making the application under sub-regulation (1) of regulation 3.

Procedure for registration

8. The Board on being satisfied that the applicant is eligible, shall send an intimation to the applicant mentioning the category for which the applicant has been found eligible for the grant of certificate and grant a certificate in Form B subject to payment of fees specified in regulation 12.

Renewal of certificate

9. (1) The registrar to an issue or share transfer agent may, if he so desires, make an application in Form A for renewal of certificate before three months of the expiry of the period of certificate.

(2) The application for renewal of certificate under sub- regulation (1) shall be dealt with in the same manner as if it were an application for the grant of a certificate under regulation 3.

Procedure where registration is not granted

10. (1) Where an application for grant of a certificate under regulation 3 or of renewal under regulation 9 , does not fulfil the requirements mentioned in regulation 6 , the Board may reject the application after giving a reasonable opportunity of being heard.

(2) The refusal to grant or renew the certificate shall be communicated by the Board within thirty days of such refusal to the applicant stating therein the grounds on which the application has been rejected.

(3) Any applicant may, being aggrieved by the decision of the Board under sub-regulation (2) apply within a period of thirty days from the date of receipt of such intimation, to the Board for reconsideration of its decision.

(4) On receipt of the application made under sub-regulation (3), the Board shall reconsider its decision and communicate its findings thereon as soon as possible in writing to the applicant.

Effect of refusal to grant or renew certificate

11. Any registrar to an issue or a share transfer agent whose application for grant or renewal of a certificate has been refused by the Board shall on and from the date of the receipt of the communication under sub- regulation (2) of regulation 10 cease to carry on any activity as registrar to an issue or share transfer agent.

Payment of fees and the consequences of failure to pay fees

12. (1) Every applicant eligible for grant or renewal of a certificate shall pay such fees in such manner and within the period specified in Schedule II:

Provided that the Board may on sufficient cause being shown permit the registrar to an issue or share transfer agent to pay such fees at any time before the expiry of six months from the date on which such fees become due.

(2) Where a registrar to an issue or share transfer agent fails to pay the fees as provided in sub- regulation (1), the Board may suspend the certificate, whereupon the registrar to an issue or share transfer agent shall cease to carry on any of his activity as a registrar to an issue or share transfer agent, as the case may be.

SCHEDULE I

FORM A
SECURITIES AND EXCHANGE BOARD OF INDIA
(REGISTRARS TO THE ISSUE AND SHARE TRANSFER AGENTS)
REGULATIONS, 1993

(Regulation 3)

APPLICATION FOR REGISTRATION AS
REGISTRARS TO ISSUE OR TRANSFER AGENTS OR BOTH.

NAME OF THE APPLICANT :

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(Whether proprietary concern / firm / association of persons /body of persons / body corporate)

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NAME OF THE PRINCIPAL OFFICER AND DESIGNATION:

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TELEPHONE NO.: ---------------------------------------------------------

CATEGORY FOR WHICH CERTIFICATE APPLIED FOR UNDER REGULATIONS 3
(AS APPLICABLE)

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INSTRUCTION :

1. APPLICANT MUST SUBMIT A COMPELTED APPLICATION FORM TOGETHER WITH SUPPORTING DOCUMENTS TO THE SECURITIES AND EXCHANGE BOARD OF INDIA.		3. INFORMATION WHICH NEEDS TO BE SUPPLIED IN MORE DETAILS MAY BE WRITTEN ON SEPARATE SHEETS WHICH SHOULD BE ATTACHED TO THE APPLICATION FORM.

2. ALL COLUMNS OF THE APPLICATION SHOULD BE FILLED IN. IN CASE A COLUMN IS NOT RELEVANT OR NOT APPLICABLE, THIS SHOULD BE SPECIFIED.		4. ORIGINAL COPY OF FORM DULY SIGNED SHOULD BE SUBMITTED.

PART - 1 GENERAL INFORMATION

APPLICANTS DETAILS

Name of the Applicant : ………………………………………………………………….

1.2 Category applied for : …………………………………………………………………..

Address of Applicant : …………………………………………………………………..

Address of Applicant :

Pin Code :…………………………… Telephone No. : ……………………………..

Telex No.:…………………………… Fax No. ………………………………………

Address of the applicant for Correspondence :

Pin Code :………………………… Telephone No. :…………………………….

Telex No.:………………………… Fax No. ……………………………………..

Address of Branch Offices (in India & Abroad) of the applicant, if any:

………………………………………………………………………

……………………………………………………………………………

…………………………………………………………………………..

…………………………………………………………………………...

Whether any other application under Securities and Exchange Board of India Act, 1992 has been made for grant of Certificate, if so, details thereof:

ORGANISATION STRUCTURE
1. Objective of the organisation

(attach the extracts from relevant documents like, Partnership deed, Charter, Memorandum of Association, and Articles of Association in support of objectives of the organisation.)

Date and Place of Incorporation / Establishment of the organisation of the applicant.

Day Month Year Place

Status of the applicant (specify whether proprietory, partnership, association of persons, body of individuals, limited company - public / private, others. If listed, name of the stock exchange and latest share price: - high & low)
Organisation Chart stating the functional responsibility at various levels.
Particulars of all Proprietors / Partners / Mangers / Officers / Directors:

[Name, Qualification, Experience, Date of Appointment, Other directorship (Name & Date of Appointment), Previous positions held.]

Number of employees

(General and for specific Intermediaries activity)

Name and activities of associate companies / concerns carrying out on activities of a registrar to issue or share transfer agent.

Name Address / Type Status

Phone nos. of

activity

In case the applicant is a body corporate, please give list of major shareholders (holding 5% or more voting rights) and percentage of their shareholdings.

DETAILS OF INFRASTRUCTURAL FACILITIES

3.1 Office Space (mention the extent of area available)

Office Equipment (mention the details of electronic office equipment, typewriters, telecommunications equipment etc.)
Whether Data Processing capacity facility is available.

In house or (b) outside please give details

Computer facility :

Hardware Configuration
Software Environment

BUSINESS PLAN (FOR THREE YEARS)

History, Major achievements and present acitivity
Projected Profitablity (Next three years)

(Physical targets, Modus Operandi to achieve targets, Resultant Income)

FINANCIAL INFORMATION
1. Capital structure (Rs. In lakhs)

Current Subsequent Subsequent

Year second year third year

(estimated) (estimated)

Paid up Capital
Free reserves

(excluding revaluation reserves)

Total (a) + (b)
Loans (Details)

Note : In case of partnership or proprietory concerns, please indicate capital minus drawings.

Deployment of Resources

Current Subsequent Subsequent

Year second year third year

(estimated) (estimated)

Fixed Assets
Plant & Machinery
And office equipment
Investment (Details
Should be given separately)
Others

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 Subsequent Subsequent

Year second year third year

(estimated) (estimated)

In the case of body corporate, please enclose three years of audited annual accounts and where unaudited reports are submitted, give reasons.
Name and Address of Principal Bankers

5.7 Name and Address of the Auditors (Internal, External & Tax auditor, if any).
(As applicable)

OTHER INFORMATION
1. Details of all pending disputes:

Nature of dispute Name of the party Names & Places

Court /Tribunal

where disputes

are pending

Indictment of involvement in any offence relating to moral turpitude / economic offenses in the last three years.
Any significant awards or recognition, collective grievances against the services rendered by the company.
Any other information considered relevant to the nature of services rendered by the company.
Name of two references.

(For applicants other than institutions & corporate bodies)

Part II

BUSINESS INFORMATION
1. Describe present activities and proposed activity in case of new organisation.
2. Existing / proposed facilities for redressal of Investor Grievances.

(Furnish number and type of complaints received, follow-up with the

companies, average time taken in resolving the complaints and overall system

of handling complaints.)

Enclose a copy of typical contract entered with a person making the issue or share transfer agent.
Details of facilities for processing of application, collection and despatch of documents, refund orders, allotment letters, space for safe custody of refund orders, certificates, reconciliation with the collecting banks.

EXPERIENCE
1. Experience in handling the activities during the last three years (Name of the corporate body, particulars of issues handled, size of issues etc.) for :

(a) Registrars to Issue.
(b) Share Transfer Agents.

Experience in other financial services (period, area, commencement of activity).

DECLARATION

THIS DECLARATION MUST BE SIGNED BY PRINCIPAL OFFICER / SOLE PROPRIETOR, AS APPLICABLE.

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I / We hereby apply for GRANT OF CERTIFICATE OF REGISTRATION by the Board, I/ We warrant that I/We will carry out my /our duties in accordance with the Act, Rules and Regulations.

I/We warrant that I/We have truthfully and fully answered the questions above and provided all the information which might reasonably be considered relevant for the purposes of my/our grant of Certificate for registration and I/We will promptly notify the Board of any changes in the information during the period that my / our registration is being considered and if my/our registration is accepted, thereafter.

I/We understand that misleading or attempting to mislead the Board shall render the applicant liable to disciplinary proceedings.

I/We certify that the above information and information supplied in the application form is true, complete and correct.

For and on behalf of

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(Name of Applicant)

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PLACE

Date

FORM B

SECURITIES AND EXCHANGE BOARD OF INDIA

( Registrars to an Issue and Share Transfer Agents) Regulations 1993

(Regulation 8)

CERTIFICATE OF REGISTRATION

In exercise of powers conferred by sub-section (1) of section 12 of the Securities and Exchange 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 in Category I* / registrar to an issue*/ share transfer agent* in Category II 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 / / /

Unless renewed, the certificate of registration is valid from ………………..to …………………

Place:

Date:

By Order

For and on behalf of

Securities and Exchange Board of India

*Delete whichever is not applicable.

CHAPTER II

REGISTRATION OF REGISTRAR TO AN ISSUE AND SHARETRANSFER AGENT

Application for grant of certificate

3. (1) An application by a registrar to an issue or a share transfer agent for grant of a certificate shall be made to the Board in Form A.

(2) The application under sub- regulation (1) may be made for any of the following categories, namely :-

(a) Category I : to carry on the activities as a registrar to an issue and share transfer agent;

(b) Category II : to carry on the activity either as a registrar to an issue or as a share transfer agent;

To furnish further information, clarification etc.

4. (1) The Board may require the applicant to furnish further information or clarifications regarding activities and matters connected thereto to consider the application for grant of a certificate.

(2) The applicant or, its principal officer shall, if so required, appear before the Board for personal representation.

Application to conform to the requirements

Provided that, before rejecting any such application, the applicant shall be given an opportunity to remove within the time specified such objections as may be indicated by the Board.

Consideration of application

6. 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 man- power 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) fulfils the capital adequacy requirement specified in regulation 7;

(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 offence involving moral turpitude or has been found guilty of any economic offence.

Capital Adequacy Requirement

7. (1) The capital adequacy requirement referred to in clause (d) of regulation 6 shall not be less than the net worth of the applicant specified in sub- regulation (2).

(2) For the purposes of sub- regulation (1), the networth of the applicant shall be as follows, namely:

(a) Category I specified in clause (a) of sub-regulation (2) of regulation 3, - Rs.6,00,000 lacs;

(b) Category II specified in clause (b) of sub-regulation (2) of regulation 3, - Rs.3,00,000 lacs.

(3) In sub-regulation (2) the "networth" means -

Procedure for registration

Renewal of certificate

(2) The application for renewal of certificate under sub- regulation (1) shall be dealt with in the same manner as if it were an application for the grant of a certificate under regulation 3 .

Procedure where registration is not granted

10. (1) Where an application for grant of a certificate under regulation 3 or of renewal under regulation 9, does not fulfil the requirements mentioned in regulation 6, the Board may reject the application after giving a reasonable opportunity of being heard.

(4) On receipt of the application made under sub-regulation (3), the Board shall reconsider its decision and communicate its findings thereon as soon as possible in writing to the applicant.

Effect of refusal to grant or renew certificate

Payment of fees and the consequences of failure to pay fees

12. (1) Every applicant eligible for grant or renewal of a certificate shall pay such fees in such manner and within the period specified in Schedule II:

CHAPTER III

GENERAL OBLIGATIONS AND RESPONSIBILITIES

To abide by Code of Conduct

13. Every registrar to an issue and share transfer agent holding a certificate shall at all times abide by the Code of Conduct as specified in Schedule III.

To maintain proper books of accounts and records, etc.

14. (1) Every registrar to an issue and share transfer agent being a body corporate shall keep and maintain the following books of accounts and documents in respect of three preceding financial years, namely:-

(a) in relation to 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 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;

(b) all applications of investors rejected and reasons therefor;

(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 despatched 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;

(4) Every registrar to an issue or share transfer agent shall intimate the Board the place where the books of accounts, records and documents are maintained.

(5) Without prejudice to sub- regulation (1), every registrar to an issue and share transfer agent shall, after the close of each financial year as soon as possible but not later than six months from the close of the said period furnish to the Board if so required copies of the balance sheet, profit and loss account, statement of capital adequacy requirement and such other documents as may be required by the Board under regulation 14.

Maintenance of records

15. Subject to provisions of any other law, the registrar to an issue or share transfer agent shall preserve the books of accounts and other records and documents maintained under regulation 14 for a minimum period of three years.

CHAPTER III

GENERAL OBLIGATIONS AND RESPONSIBILITIES

To abide by Code of Conduct

13. Every registrar to an issue and share transfer agent holding a certificate shall at all times abide by the Code of Conduct as specified in Schedule III.

To maintain proper books of accounts and records, etc.

(a) in relation to 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 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;

(b) all applications of investors rejected and reasons therefor;

(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 despatched 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;

(4) Every registrar to an issue or share transfer agent shall intimate the Board the place where the books of accounts, records and documents are maintained.

Maintenance of records

CHAPTER IV
PROCEDURE FOR INSPECTION

Board's right to inspect

16. (1) Where it appears to the Board so to do, it may appoint one or more persons as inspecting authority to undertake inspection of the books of accounts, other records and documents of the registrar to an issue or share transfer agent for any of the purposes specified in sub- regulation (2).

(2) The purposes referred to in sub-regulation (1) shall be as follows, namely:

(a) to ensure that the books of accounts and other books are being maintained in the manner required;

(b) that the provisions of the Act, rules, regulations and the provisions of the Securities Contracts (Regulation) Act, 1956, (42 of 1956) and the rules made thereunder are being complied with;

(c) to investigate into the complaints received from investors, other registrars to an issue or share transfer agents or any other intermediaries in the securities market on any matter having a bearing on the activities of the registrar to an issue or share transfer agent;

(d) to investigate suo-moto in the interest of securities market or investors interest into the affairs of the registrar to an issue or share transfer agent.

Procedure for inspection

17. (1) Before undertaking an inspection under regulation 16, the Board shall give a reasonable notice to the registrar to an issue or share transfer agent for that purpose.

(2) Notwithstanding anything contained in sub-regulation (1), where the Board is satisfied that in the interest of the investors or in public interest no such notice should be given, it may by an order in writing direct that the inspection of the affairs of the registrar to an issue and share transfer agent be taken up without such notice.

(3) On being empowered by the Board, the inspecting authority shall undertake the inspection and the registrar to an issue or share transfer agent against whom an inspection is being carried out shall be bound to discharge his obligations as provided under regulation 18.

Obligations of registrar to an issue and share transfer agent on inspection by the Board

18. (1) It shall be the duty of every director, proprietor, partner, officer and employee of the registrar to an issue or share transfer agent, who is being inspected, to produce to the inspecting authority such books, accounts and other documents in his custody or control and furnish him with the statements and information relating to the transactions in securities market within such time as the said officer may require.

(2) The registrar to an issue or share transfer agent shall allow the inspecting authority to have reasonable access to the premises occupied by them or by any other person on their behalf and also extend reasonable facility for examining any books, records, documents and computer data in the possession of the registrar to an issue or 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, in the course of inspection, shall be entitled to examine or record statements of any member, director, partner, proprietor and employee of the registrar to an issue or 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 or share transfer agent may be reasonably be expected to give.

Submission of Report to the Board

19. The inspecting authority shall, as soon as possible submit, an inspection report to the Board.

Communication of findings etc.

20. (1) The Board shall after consideration of the inspection report communicate the findings to the registrar to an issue or share transfer agent to give him an opportunity of being heard before any action is taken by the Board on the findings of the inspecting authority.

(2) On receipt of the explanation if any, from the registrar to an issue or share transfer agent, the Board may call upon them to take such measures as the Board may deem fit in the interest of the securities market and for due compliance with the provisions of the Act, rules and regulations.

Appointment of Auditor

21. Notwithstanding anything contained above, the Board may appoint an auditor who is qualified to be appointed as such for a company under section 226 of the Companies Act, 1956 (1 of 1956) to investigate into the books of account or the affairs of the registrar to an issue and share transfer agent:

Provided that the auditor so appointed shall have the same powers of the inspecting authority as mentioned in regulation 16 and the obligations of the registrar to an issue and share transfer agent in regulation 18 shall be applicable to the investigation under this regulation.

CHAPTER V

PROCEDURE FOR ACTION IN CASE OF DEFAULT

Liability for action in case of default

22. (1) A registrar to an issue or share transfer agent, who -

(a) fails to comply with any conditions subject to which registration has been granted;

(b) contravenes any of the provisions of the Act, rules or regulations;

(c) contravenes the provisions of the Securities Contracts (Regulation) Act 1956 (42 of 1956) or the rules made thereunder;

(d) contravenes the rules, regulations or bye-laws of the stock exchange; shall be liable to any of the penalties specified in sub- regulation (2).

(2) The penalties referred to in sub-regulation (1) may be either:-

(a) suspension of registration after the inquiry for a specified period; or

(b) cancellation of registration.

Suspension, cancellation of certificate

23. (1) A penalty of suspension of certificate granted to a registrar to an issue or share transfer agent may be imposed if they -

(i) violate the provisions of the Act, rules and regulations;

(ii) do not follow the code of conduct specified at Schedule III;

(iii)(a) fail to furnish any information related to their activities or transactions in securities as required by the Board;

(b) furnish wrong or false information;

(d) do not co-operate in any enquiry conducted by the Board;

(iv) fail to resolve the complaints of the investors or fail to give a
satisfactory reply to the Board in this behalf;

(v) indulge in manipulating or price rigging or cornering activities;

(vi) are guilty of misconduct, improper, unbusinesslike or unprofessional
conduct;

(vii) fail to maintain the capital adequacy requirement specified in
regulation 7.

(viii) fail to pay the fees as specified in regulation 12.

(ix) violate the conditions of registration;

Provided that the Board for reasons to be recorded in writing may in case of repeated defaults of the type mentioned above impose a penalty of cancellation of certificate on the registrar to an issue or share transfer agent.

(2) A penalty of cancellation of certificate granted to a registrar to an issue or share transfer agent may be imposed if they -

(i) indulge in deliberate manipulation or price rigging or cornering activities affecting the securities market and the investors interest;

(ii) violate the provisions of the Act, rules and regulations;

(iii) violate any provisions of insider trading regulations or take-over regulations;

(iv) are guilty of fraud, or convicted of a criminal offence.

Manner of order of suspension and cancellation of certificate

24. No order of penalty of suspension or cancellation shall be imposed except after holding an enquiry in accordance with the procedure specified in regulation 25.

Manner of holding enquiry

25. (1) For the purpose of holding an enquiry under regulation 24, the Board may appoint an enquiry officer.

(2) The enquiry officer shall issue to the registrar to an issue or share transfer agent a notice at the registered office or the principal place of business of the registrar to an issue or share transfer agent.

(3) The registrar to an issue or share transfer agent may, within thirty days from the date of receipt of such notice, furnish to the enquiry officer a reply together with copies of documentary or other evidence relied on by them or sought by the Board from them.

(4) The enquiry officer shall, give a reasonable opportunity of hearing to the registrar to an issue or share transfer agent to enable them to make submissions in support of their reply made under sub-regulation (3).

(5) Before the enquiry officer, the registrar to an issue or share transfer agent may either appear in person or through any person duly authorised on their behalf:

Provided that no lawyer or advocate shall be permitted to represent the registrar to an issue or share transfer agent at the enquiry.

Provided further that where a lawyer or an advocate has been appointed by the Board as a presenting officer under sub- regulation (6), it shall be lawful for the registrar to an issue or share transfer agent to present their case through a lawyer or advocate.

(6) If it is considered necessary, the enquiry officer may require the Board to appoint a presenting officer to present its case.

(7) The enquiry officer shall, after taking into account all relevant facts and submissions made by the registrar to an issue or share transfer agent, submit a report to the Board and recommend the penalty to be awarded as also on the justification of the penalty proposed.

Show-cause notice and order

26. (1) On receipt of the report from the enquiry officer, the Board shall consider the same and issue a show-cause notice as to why the penalty as it considers appropriate should not be imposed.

(2) The registrar to an issue or share transfer agent shall within twenty-one days of the date of the receipt of the show-cause notice send a reply to the Board.

(3) The Board after considering the reply to the show-cause notice, if received, shall as soon as possible but not later than thirty days from the receipt of the reply, if any, pass such order as it deems fit.

(4) Every order passed under sub- regulation (3) shall be self- contained and give reasons for the conclusions stated therein including justification of the penalty imposed by that order.

(5) The Board shall send a copy of the order under sub-regulation (3) to the registrar to an issue or share transfer agent.

Effect of suspension and cancellation of certificate granted to registrar to an issue or share transfer agent

27. (1) On and from the date of the suspension of the certificate, the registrar to an issue or share transfer agent as the case may be, shall cease to carry on any activity with immediate effect, during the period of suspension.

(2) On and from the date of cancellation of the certificate the registrar to an issue or share transfer agent shall with immediate effect cease to carry on any activity.

Publication of order of suspension

28. The order of suspension or cancellation of certificate passed in regulation 27 shall be published in at least two daily newspapers by the Board.

Appeal to the Securities Appellate Tribunal

29. [Any person aggrieved by an order of the Board made, on and after the commencement of the Securities Laws (Second Amendment) Act, 1999, (ie., after 16th December 1999), under these regulations may prefer an appeal to a Securities Appellate Tribunal having jurisdiction in the matter]¹

¹Substituted for the earlier provision vide SEBI(Appeal to the Securities Appellate Tribunal) (Amendment) Regulations, 2000 vide S.O.278(E) dated March 28, 2000

SCHEDULE II

SECURITIES AND EXCHANGE BOARD OF INDIA
(REGISTRARS TO AN ISSUE AND SHARE TRANSFER AGENT)
REGULATIONS, 1993

(REGULATION 12)

Fees

Every registrar to an issue and share transfer agent shall subject to paragraphs 2 and 3 of this Schedule pay registration fees as set out below:

A registrar to and issue and share transfer agent falling under Category I specified in sub-regulation (2) of regulation 3 shall pay a sum of Rs.15,000 for initial grant of a certificate and the same amount every year to keep the certificate in force or renewal thereof.
A registrar to an issue or share transfer agent falling under Category II specified in sub-regulation (2) of regulation 3 shall pay a sum of Rs.10,000 for initial grant of a certificate and the same amount every year to keep the certificate in force or renewal thereof.

Fees referred to in clause (1) above shall be paid in the following manner -

The fee for grant of certificate shall be paid within 15 days from the date of intimation from the Board under regulation 8.
The fee for the subsequent years to keep the certificate in force and the renewal thereof shall be paid on or before expiry of 12 months from the date of payment of fees paid in the preceding calender year.

⁴ [ The fees indicated above shall be payable by draft in favour of "The Securities and Exchange Board of India" at Bombay or at the respective Regional Office. ]

⁴ Substituted by the Securities and Exchange Board of India (Payment of Fees) Amendment Regulations, 1995 for the words "The fees indicated above shall be payable by cheque or bank draft in favour of "The Securities and Exchange Board of India" at Bombay vide notification no.S.O.939(E) dated 28.11.1995.

SCHEDULE II

SECURITIES AND EXCHANGE BOARD OF INDIA
(REGISTRARS TO AN ISSUE AND SHARE TRANSFER AGENT)
REGULATIONS, 1993

(REGULATION 12)

Fees

Every registrar to an issue and share transfer agent shall subject to paragraphs 2 and 3 of this Schedule pay registration fees as set out below:

A registrar to and issue and share transfer agent falling under Category I specified in sub-regulation (2) of regulation 3 shall pay a sum of Rs.15,000 for initial grant of a certificate and the same amount every year to keep the certificate in force or renewal thereof.
A registrar to an issue or share transfer agent falling under Category II specified in sub-regulation (2) of regulation 3 shall pay a sum of Rs.10,000 for initial grant of a certificate and the same amount every year to keep the certificate in force or renewal thereof.

Fees referred to in clause (1) above shall be paid in the following manner -

The fee for grant of certificate shall be paid within 15 days from the date of intimation from the Board under regulation 8.
The fee for the subsequent years to keep the certificate in force and the renewal thereof shall be paid on or before expiry of 12 months from the date of payment of fees paid in the preceding calender year.

⁴ [ The fees indicated above shall be payable by draft in favour of "The Securities and Exchange Board of India" at Bombay or at the respective Regional Office. ]

CHAPTER IV
PROCEDURE FOR INSPECTION

Board's right to inspect

(2) The purposes referred to in sub-regulation (1) shall be as follows, namely:

(a) to ensure that the books of accounts and other books are being maintained in the manner required;

(b) that the provisions of the Act, rules, regulations and the provisions of the Securities Contracts (Regulation) Act, 1956, (42 of 1956) and the rules made thereunder are being complied with;

(d) to investigate suo-moto in the interest of securities market or investors interest into the affairs of the registrar to an issue or share transfer agent.

Procedure for inspection

17. (1) Before undertaking an inspection under regulation 16, the Board shall give a reasonable notice to the registrar to an issue or share transfer agent for that purpose.

Obligations of registrar to an issue and share transfer agent on inspection by the Board

18. (1) It shall be the duty of every director, proprietor, partner, officer and employee of the registrar to an issue or share transfer agent, who is being inspected, to produce to the inspecting authority such books, accounts and other documents in his custody or control and furnish him with the statements and information relating to the transactions in securities market within such time as the said officer may require.

(2) The registrar to an issue or share transfer agent shall allow the inspecting authority to have reasonable access to the premises occupied by them or by any other person on their behalf and also extend reasonable facility for examining any books, records, documents and computer data in the possession of the registrar to an issue or 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, in the course of inspection, shall be entitled to examine or record statements of any member, director, partner, proprietor and employee of the registrar to an issue or 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 or share transfer agent may be reasonably be expected to give.

Submission of Report to the Board

19. The inspecting authority shall, as soon as possible submit, an inspection report to the Board.

Communication of findings etc.

20. (1) The Board shall after consideration of the inspection report communicate the findings to the registrar to an issue or share transfer agent to give him an opportunity of being heard before any action is taken by the Board on the findings of the inspecting authority.

(2) On receipt of the explanation if any, from the registrar to an issue or share transfer agent, the Board may call upon them to take such measures as the Board may deem fit in the interest of the securities market and for due compliance with the provisions of the Act, rules and regulations.

Appointment of Auditor

21. Notwithstanding anything contained above, the Board may appoint an auditor who is qualified to be appointed as such for a company under section 226 of the Companies Act, 1956 (1 of 1956) to investigate into the books of account or the affairs of the registrar to an issue and share transfer agent:

Provided that the auditor so appointed shall have the same powers of the inspecting authority as mentioned in regulation 16 and the obligations of the registrar to an issue and share transfer agent in regulation 18 shall be applicable to the investigation under this regulation.

SCHEDULE III

SECURITIES AND EXCHANGE BOARD OF INDIA
(REGISTRAR TO AN ISSUE AND SHARE TRANSFER AGENT)
REGULATIONS, 1993

(REGULATION 13)

CODE OF CONDUCT

A registrar to issue and share transfer agent shall maintain high standards of integrity and fairness in all their dealings with their clients and other registrars to issue and share transfer agents in the conduct of their business.
A registrar to issue and share transfer agent shall act with due skill, diligence and care in the conduct of all their activities.
A registrar to issue and share transfer agent shall not indulge in unfair competition, which is likely to be harmful to the interests of other registrars to issue and share transfer agents or is likely to place such other registrars to issue and share transfer agents in a disadvantageous position in relation to the registrar to issue and share transfer agent, while completing for or executing any assignment.
A registrar to issue and share transfer agent shall not make any exaggerated statement, whether oral or written , to the clients either about their qualifications or capability to render certain services or their achievements in regard to services rendered to other clients.
A registrar to issue and share transfer agent shall not divulge to other clients, press or any other party any confidential information about their clients, which have come their knowledge.
A registrar to issue and share transfer agent shall endeavour to ensure that-

inquiries from investors are adequately dealt with.
Adequate steps are taken for proper allotment of securities and refund of application monies without delay as per the law.

A registrar to issue and share transfer agent shall not generally and particularly in respect of any dealings in securities be party to -

creation of false market;
price rigging or manipulation;
passing of unpublished price sensitive information to brokers, members of the stock exchanges and other intermediaries in the securities market or take any other action which is not in the interest of the investors.
No registrar to issue and share transfer agent or any of its directors, partners or manager having the management of the whole or substantially the whole of affairs of their business shall either or their respective accounts or through their associates or family members, relatives or friends indulge in any insider trading.