SECURITIES
(REGISTRARS TO AN ISSUE
CONTENTS
CHAPTER I: PRELIMINARY
1. ���� Short
title and commencement
2.����� Definitions
CHAPTER II: REGISTRATION OF
REGISTRAR TO AN ISSUE
3.
���� Application for grant of
certificate
4.
���� To furnish further information,
clarification etc.
5.
���� Application to conform to the
requirements
6.
���� Consideration of application
6A.
� Criteria for fit and proper person
7.
���� Capital Adequacy Requirement
8.
���� Procedure for registration
9.
���� Renewal of certificate
9A.�� Conditions of registration
9B.�� Period of validity of certificate
10.
�� Procedure where registration is not
granted
11.
�� Effect of refusal to grant or renew
certificate
12.
�� Payment of fees and the consequences
of failure to pay fees
CHAPTER
13.
�� To abide by Code of Conduct
13A. Registrar to an Issue not to act as such for
an associate
14.
�� To maintain proper books of accounts
and records, etc.
15.��� Maintenance of records
15A. Appointment of a Compliance Officer
CHAPTER IV: PROCEDURE FOR
INSPECTION
16.��� Board's right to inspect
17.��� Procedure for inspection
18.��� Obligations of registrar to an issue and
share transfer agent on inspection by the Board
19.��� Submission of Report to the Board
20.��� Action on inspection or investigation
report
21.��� Appointment of Auditor
CHAPTER V: PROCEDURE FOR
ACTION IN CASE OF DEFAULT
22.��� Liability for action in case of default
[23.� Omitted by the Securities
(Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty)
Regulations, 2002
24.
�� Omitted
by the Securities (Procedure for Holding Enquiry by Enquiry Officer and
Imposing Penalty) Regulations, 2002
25.
�� Omitted
by the Securities (Procedure for Holding Enquiry by Enquiry Officer and
Imposing Penalty) Regulations, 2002
26.
�� Omitted
by the Securities (Procedure for Holding Enquiry by Enquiry Officer and
Imposing Penalty) Regulations, 2002
27.
�� Omitted
by the Securities (Procedure for Holding Enquiry by Enquiry
Officer and Imposing Penalty) Regulations, 2002
28.
�� Omitted
by the Securities (Procedure for Holding Enquiry by Enquiry Officer and
Imposing Penalty) Regulations, 2002
29.
�� Omitted
by the Securities (Procedure for Holding Enquiry by Enquiry Officer and
Imposing Penalty) Regulations, 2002]
SCHEDULE I - FORMS
SCHEDULE II: FEES
SCHEDULE
THE GAZETTE OF
EXTRAORDINARY
PART
PUBLISHED BY AUTHORITY
NOTIFICATION
Securities and Exchange
Board of
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
�����
1.
Short title and commencement.─(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.
2.
Definitions.─In
these regulations, unless the context otherwise requires,─
[1][(a) ��� �Act�
means the Securities and Exchange Board of India Act, 1992 (15 of 1992);]
[2][(aa)]� "activity"
means activities which a registrar to an issue or a share transfer agent may
carry [3][under
clauses (f) and (g) of regulation 2];
[4][(b)���� �body
corporate� shall have the meaning assigned to it in or under clause (7) of
section 2 of the Companies Act, 1956 (1 of 1956);
(ba)���� �certificate� means a certificate of
registration granted or renewed by the Board under these regulations;
(bb)���� �change of status or constitution� in
relation to a registrar to an issue or a share transfer agent means any change
in its status or constitution of whatsoever nature and includes �
(i)� ��� in
case of a body corporate �
(A)��� �� amalgamation,
demerger, consolidation or any other kind of corporate restructuring falling
within the scope of section 391 of the Companies Act, 1956 (1 of 1956) or the
corresponding provision of any other law for the time being in force;
(B)����� change in its managing director or
whole-time director; and
(C)����� any change in control over the body
corporate;
(ii)
any
change between the following legal forms � individual, partnership firm, Hindu
undivided family, private company, public company, unlimited company or
statutory corporation and other similar changes;
(iii)
in
case of a partnership firm any change in partners not amounting to dissolution
of the firm;
(bc) ��� �change in control�, in relation to a
registrar to an issue or a share transfer agent being a body corporate, means:-
(i)
if
its shares are listed on any recognised stock exchange, change in control
within the meaning of regulation 12 of the Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997;
(ii)
in
any other case, change in the controlling interest in the body corporate;
Explanation.─For the purpose of sub-clause (ii), the
expression �controlling interest� means an interest, whether direct or
indirect, to the extent of at least fifty one percent. of voting rights in the
body corporate;]
[5][* * *]
(c) ������ "form" means a form specified
in Schedule I;
(d)������ "inspecting authority" means
one or more persons appointed by the Board to exercise powers conferred under
Chapter IV;
[6][(da) � �issue�
means an offer of sale or purchase of securities by any body corporate or by
any other person or group of persons on his or its 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)������ "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.
[7][(f) ���� �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:
(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 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;
(g) ����� �share transfer agent� means�
(i)�� �� any
person, who on behalf of any body 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;
(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 its securities issued exceed one lakh;]
[8][(ga)����� �stock
exchange� means a stock exchange which is for the time being recognised by the
Central Government or by the Board under section 4 of the Securities Contracts
(Regulation) Act, 1956 (42 of 1956);]
(h) ������ all other words and expressions used in
these regulations but not defined, and defined in the Act [9][*
* *] shall have the same meanings respectively assigned to them in the Act [10][*
* *].
�
CHAPTER
II
REGISTRATION
OF REGISTRAR TO AN ISSUE
3.
Application for grant of certificate.─(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.
[11][(1A) An application for registration made
under sub-regulation (1) shall be accompanied by a non-refundable application
fee as specified in Schedule II.]
(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.
4.
To furnish further information, clarification etc.─(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.
5.
Application to conform to the requirements.─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.
6.
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 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)��� fulfills 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.
[12][(g) is a fit and proper person.]
[13][6A.
Criteria for fit and proper person.─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.
7.
Capital Adequacy Requirement.─(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
[14][Provided that the capital adequecy
requirement shall not be applicable for a department or division of a body
corporate performing activities referred to in sub-clause (i) of clause (g) of
regulation 2.]
(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.
8.
Procedure for registration.─The
Board on being satisfied that the applicant is eligible, shall send 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.
9.
Renewal of certificate.─(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.
[15][(1A) An application for renewal made
under sub-regulation (1) shall be accompanied by a non-refundable application fee
as specified in Schedule II.]
(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.
[16][9A. Conditions of registration.─(1) Any
registration granted under regulation 8 or any renewal granted under regulation
9 shall be subject to the following conditions, namely:-
(a) where a
registrar to an issue or a share transfer agent proposes to change its status
or constitution, 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 or renewal, as the case may be, in the manner
provided in these regulations;
(d) it shall
maintain capital adequacy requirements specified in regulation 7 at all times
during the period of the certificate or renewal thereof;
(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.
(2) Nothing contained in clause (a) 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.
9B.
Period of validity of certificate.─The certificate of registration granted under regulation 8 and
its renewal granted under regulation 9, shall be valid for a period of three
years from the date of its issue.]
�
10.
Procedure where registration is not granted.─(1) Where an application for grant of a
certificate under regulation 3 or of renewal under regulation 9, does not
fulfill 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.
11.
Effect of refusal to grant or renew certificate.─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.
12. Payment
of fees and the consequences of failure to pay fees.─(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.
�
CHAPTER
GENERAL
OBLIGATIONS
13.
To abide by Code of Conduct.─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
[17][13A.
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 [18][or
promoter] of the body corporate or of the registrar to an issue, as the case
may be.
The term 'relative' shall have the same
meaning as is assigned to it under section 6 of the Companies Act, 1956.]
14.
To maintain proper books of accounts and records, etc.─(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;
(c)� basis of allotment of securities to the
investors as finalised 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.
(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.
15.
Maintenance of records.─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.
[19][15A.
Appointment of a Compliance Officer.─(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 non-compliance observed
by him.]
CHAPTER
IV
PROCEDURE
FOR INSPECTION
16.
Board's right to inspect.─(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.
17.
Procedure for inspection.─(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.
18.
Obligations of registrar to an issue and share transfer agent on inspection by
the Board.─(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.
19.
Submission of Report to the Board.─The inspecting authority shall, as soon as possible submit, an
inspection report to the Board.
[20][20.
Action on inspection or investigation report.─The Board or the
Chairman shall after consideration of the inspection or investigation report
take such action as the Board or Chairman may deem fit and appropriate
including action under the Securities and Exchange Board of India (Procedure
for Holding Enquiry by Enquiry Officer) Regulations, 2002.]
21.
Appointment of Auditor.─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
[21][22.
Liability for action in case of default.─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 provisions of the Depositories Act, 1996 or the rules made thereunder;
(e) contravenes the rules, regulations or bye-laws
of the stock exchange,
shall be dealt with in the manner provided
under [22][chapter
V of the Securities and Exchange Board of India (Intermediaries) Regulations,
2008].]
23 to 29. [23][*
* *]
SCHEDULE
I
SECURITIES
(REGISTRARS
TO THE ISSUE
REGULATIONS,
1993
(Regulation 3)
APPLICATION
FOR REGISTRATION AS
REGISTRARS
TO ISSUE OR TRANSFER AGENTS OR BOTH
NAME OF THE APPLICANT
(Whether proprietary concern / firm /
association of persons /body of persons / body corporate)
__________________________________________________
NAME OF THE PRINCIPAL OFFICER
TELEPHONE NO. __________________________
CATEGORY FOR WHICH CERTIFICATE APPLIED FOR
UNDER REGULATION 3 (AS APPLICABLE)
___________________________________________________________
INSTRUCTION:
1.
APPLICANT MUST SUBMIT A COMPLETED APPLICATION
2. �
3.�� INFORMATION WHICH NEEDS TO BE SUPPLIED IN
MORE DETAILS
4.�� ORIGINAL
�
PART - I
GENERAL INFORMATION
1.�� APPLICANTS DETAILS
1.1 �� Name of the Applicant _____________________________
1.2�� Category applied for
______________________________
1.3�� Address of Applicant ______________________________
Pin Code
_____________Telephone No. _____________
Telex No.
_____________Fax No. __________________
1.4� � Address
of the applicant for Correspondence:
�Pin Code _____________Telephone No.
____________
Telex No.
_____________Fax No. __________________
1.5 �� Address of Branch Offices (in India &
Abroad) of the applicant, if any:
(a) _________________________________________
(b) _________________________________________
(c) _________________________________________
(d) _________________________________________
1.6� 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 extracts from
relevant documents like, Partnership deed, Charter, Memorandum of Association,
and Articles of Association in support of objectives of the organisation.)
2.2� � Date
and Place of Incorporation / Establishment of the organisation of the applicant.
������� Day������� ����Month�������
�����Year������ �����Place
2.3 Status of the applicant
(specify whether proprietary, 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).
2.4�� Organisation
Chart stating the functional responsibility at various levels.
2.5�� Particulars
of all Proprietors / Partners / Mangers / Officers / Directors:-
[Name,
Qualification, Experience, Date of Appointment, Other directorship (Name &
Date of Appointment), Previous positions held.]
2.6�� Number
of employees
(General
and for specific Intermediaries activity)
2.7 �� Name and activities of associate companies /
concerns carrying out on activities of a registrar to issue or share transfer
agent.
Name
Address/
Phone nos.������� Type of activity������� Status
2.8� 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.
3.�� DETAILS OF INFRASTRUCTURAL FACILITIES
3.1��� Office Space (mention the extent of area
available)
3.2 �� Office Equipment (mention the details of
electronic office equipment, typewriters, telecommunications equipment etc.)
3.3��� Whether Data Processing capacity facility
is available (a) In house or (b) outside, please give details.
3.4��� Computer facility:
(a) Hardware Configuration
(b) Software Environment
4.�� BUSINESS
(a) History, Major achievements and
present activity
(b) Projected Profitability (Next three
years)
(Physical targets, Modus Operandi to
achieve targets, Resultant Income)
5.�� FINANCIAL INFORMATION
5.1��� Capital structure �����������������������������������������������������������
(Rs. In lakhs)
Current Year ������������������������ Subsequent second������������� Subsequent third year (estimated) ����������� year
(estimated)
(a) Paid up Capital������
(b) Free reserves (excluding revaluation
reserves)������
(c) Total (a) + (b)������
(d) Loans (Details)������
Note:─In
case of partnership or proprietary concerns, please indicate capital minus
drawings.
5.2��� Deployment of Resources
����������������������������������������������������������������������������������������������������������������������� (Rs.
In lakhs)
Current Year ������������������������ Subsequent second������������� Subsequent third year (estimated) ����������� 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������������� Subsequent third year (estimated) ����������� year
(estimated)
5.5��� In the case of body corporate, please
enclose three years of audited annual accounts and where unaudited reports are
submitted, give reasons.
5.6��� Name and Address of Principal Bankers
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 company.
6.4 Any other information
considered relevant to the nature of services rendered by the company.
6.5��� Name of two references.
(For applicants other than institutions
& corporate bodies)
Part II
7.�� BUSINESS INFORMATION
7.1 Describe
present activities and proposed activity in case of new organisation.
7.2��� 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.)
7.3 �� Enclose a copy of typical contract entered
with a person making the issue or share transfer agent.
7.4��� Details of facilities for processing of
application, collection and dispatch of documents, refund orders, allotment
letters, space for safe custody of refund orders, certificates, reconciliation
with the collecting banks.
8.�� EXPERIENCE
8.1 �� 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
8.2�� Experience in other financial services
(period, area, and commencement of activity).
DECLARATION
��___________________________________________________
THIS DECLARATION MUST BE SIGNED BY
PRINCIPAL OFFICER / SOLE PROPRIETOR, AS APPLICABLE.
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
--------------------------------------------
(Name of Applicant)
PLACE
Date
�
SECURITIES
(REGISTRAR
TO AN ISSUE
REGULATIONS
1993
(Regulation
8)
Certificate
of Registration
I. 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 ________________
Date:
By Order
For and on behalf of
Securities and Exchange Board of
*Delete whichever is not applicable.
SCHEDULE
II
SECURITIES
(REGISTRARS
TO AN ISSUE
REGULATIONS,
1993
(Regulation 12)
Fees
[24][(1) Every registrar to an issue and share
transfer agent shall pay registration fees as specified below:─
(a) A registrar to an issue and share transfer
agent falling under Category I as specified in sub-regulation (2) of regulation
3, shall pay a sum of [25][three
lakh rupees] at the time of the grant of certificate by the Board and pay
renewal fee of [26][one
lakh and fifty thousand rupees] every three years from the fourth year from the
date of initial registration.
(b) 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 [27][one lakh
rupees] at the time of the grant of certificate by the Board and pay renewal
fee of [28][fifty
thousand rupees] every three years from the fourth year from the date of
initial registration.
2. �(a)� The
initial registration fee referred to in paragraph 1 shall be paid by the
registrar to an issue and share transfer agent within fifteen days from the
date of receipt of information from the Board.
(b) The renewal fee referred to in paragraph 1,
shall be paid within 15 days from the date of receipt intimation from the Board
disposing of the application for renewal made under sub-regulation (1) of regulation
9.
[29][2A. The non-refundable fee payable along
with an application for registration under sub-regulation (1A) of regulation 3
or an application for renewal of registration under sub-regulation (1A) of
regulation 9 shall be a sum of ten thousand rupees.]
3. The fees specified in [30][paragraph
1 and 2A] shall be payable by the Registrar to an Issue and Share Transfer
Agent by a demand draft in favour of 'Securities and Exchange Board of India'
payable at Mumbai or at the respective regional office.]
[31][SCHEDULE
SECURITIES
(REGISTRARS
TO AN ISSUE
[Regulation 13]
CODE
OF CONDUCT
1.
A
Registrar to an Issue and Share Transfer Agent shall maintain high standards of
integrity in the conduct of its business.
2.
A
Registrar to an Issue and Share Transfer Agent shall fulfill its obligations in
a prompt, ethical and professional manner.
3.
A
Registrar to an Issue and Share Transfer Agent shall at all times exercise due
diligence, ensure proper care and exercise independent professional judgment.
4.
A
Registrar to an Issue and Share Transfer Agent shall exercise adequate care,
caution and due diligence before dematerialisation of securities by confirming
and verifying that the securities to be dematerialized have been granted
listing permission by the stock exchange/s.
5.
A
Registrar to an Issue and Share Transfer Agent shall always endeavor to ensure
that -
a.
inquiries
from investors are adequately dealt with;
b.
grievances
of investors are redressed without any delay;
c.
transfer
of securities held in physical form and 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 Registrar to an Issue and Share Transfer
Agent shall make appropriate disclosure to the client of its possible source or
potential areas of conflict of duties and interest which would impair its
ability to render fair, objective and unbiased services.
11. A Registrar to an Issue and Share Transfer
Agent shall not indulge in any unfair competition, which is likely to harm the
interests of other Registrar to the issue and Share Transfer Agent or investors
or is likely to place such other Registrar in a disadvantageous position in
relation to the Registrar to issue and Share Transfer Agent while competing for
or executing any assignment.
12. A Registrar to an Issue and Share Transfer
Agent shall always endeavor to render the best possible advice to the clients
having regard to their needs.
13. A Registrar to an Issue and Share Transfer
Agent shall not divulge to other clients, press or any other person any
confidential information about its clients which has come to its knowledge
except with the approval / authorisation of the clients or when it is required
to disclose the information under any law for the time being in force.
14. A Registrar to an Issue or Share Transfer
Agent shall not discriminate amongst its clients, save and except on ethical
and commercial considerations.
15. A Registrar to an Issue and Share Transfer
Agent shall ensure that any change in registration status / any penal action
taken by the Board or any material change in financials which may adversely
affect the interests of clients / investors is promptly informed to the
clients.
16. A Registrar to an Issue and Share Transfer
Agent shall maintain the required level of knowledge and competency and abide
by the provisions of the Act, rules, regulations, circulars and directions
issued by the Board. The Registrar to an Issue and Share Transfer Agent shall
also comply with the award of the Ombudsman passed under Securities and
Exchange Board of India (Ombudsman) Regulations, 2003.
17. A Registrar to an Issue and Share Transfer
Agent shall co-operate with the Board as and when required.
18. A Registrar to an Issue and Share Transfer
Agent shall not neglect or fail or refuse to submit to the Board or other
agencies with which he is registered, such books, documents, correspondence,
and papers or any part thereof as may be demanded / requested from time to
time.
19. A Registrar to an Issue and Share Transfer
Agent shall ensure that the Board is promptly informed about any action, legal
proceeding etc. initiated against it in respect of any material breach or non
compliance 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, the
interests of his dependent family members and that of the employer including
their long or short position in the said security, while rendering such advice.
23. A Registrar to an Issue and Share Transfer
Agent shall hand-over all the records/ data and all related documents which are
in its possession in its capacity as a Registrar to an Issue and / or Share
Transfer Agent to the respective clients, within one month from the date of
termination of agreement with the respective clients or within one month from
the date of expiry/cancellation of certificate of registration as Registrar to
an Issue and / or Share Transfer Agent, whichever is earlier.
24. A Registrar to an Issue and Share Transfer
Agent shall not make any exaggerated statement, whether oral or written, to the
clients either about its qualifications or capability to render certain
services or about its achievements in regard to services rendered to other
clients.
25. A Registrar to an Issue and Share Transfer
Agent shall ensure that it has satisfactory internal control procedures in
place as well as adequate financial and operational capabilities which can be
reasonably expected to take care of any losses arising due to theft, fraud and
other dishonest acts, professional misconduct or omissions.
26. A Registrar to an Issue and Share Transfer
Agent shall provide adequate freedom and powers to its compliance officer for
the effective discharge of its duties.
27. A Registrar to an Issue and Share Transfer
Agent shall develop its own internal code of conduct for governing its internal
operations and laying down its standards of appropriate conduct for its
employees and officers in carrying out its duties as a Registrar to an Issue
and Share Transfer Agent and as a part of the industry. Such a code may extend
to the maintenance of professional excellence and standards, integrity,
confidentiality, objectivity, avoidance of conflict of interests, disclosure of
shareholdings and interests etc.
28. A Registrar to an Issue and Share Transfer
Agent shall ensure that good corporate policies and corporate governance are in
place.
29. A Registrar to an Issue and Share Transfer
Agent shall ensure that any person it employs or appoints to conduct business
is fit and proper and otherwise qualified to act in the capacity so employed or
appointed (including having relevant professional training or experience).
30. A Registrar to an Issue and Share Transfer
Agent shall be responsible for the acts or omissions of its employees and
agents in respect of the conduct of its business.
31. A Registrar to an Issue and Share Transfer
Agent shall not, in respect of any dealings in securities, be party to or
instrumental for -
a.
creation
of false market;
b.
price
rigging or manipulation;
c.
passing
of unpublished price sensitive information in respect of securities which are
listed and proposed to be listed in any stock exchange to any person or
intermediary.]
�
[1] Inserted by the SEBI (Registrars to an Issue and Share Transfer
Agents) (Amendment) Regulations, 2006, w.e.f.
[2] � Clause (a) renumbered as clause (aa), ibid.������
[3] Substituted
for �under clauses (e) and (g) of rule 2�, ibid.�����������
[4] Inserted by the SEBI
(Registrars to an Issue and Share Transfer Agents) (Amendment) Regulations,
2006, w.e.f.
[5] Omitted
by the SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing
Penalty) Regulations, 2002, w.e.f.
"(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;"
[6] Inserted by the SEBI
(Registrars to an Issue and Share Transfer Agents) (Amendment) Regulations,
2006, w.e.f.
[7] Substituted by the SEBI
(Registrars to an Issue and Share Transfer Agents) (Amendment) Regulations,
2006, w.e.f.
�(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;�
[8] Inserted by the SEBI
(Registrars to an Issue and Share Transfer Agents) (Amendment) Regulations,
2006, w.e.f.
[9] Words
�and the rules� respectively,
omitted, ibid.
[10] �������� Words
�or the rules, as the case may be�, omitted, ibid.
[11] ����������� Inserted by the SEBI
(Registrars to an Issue and Share Transfer Agents) (Amendment) Regulations,
2006, w.e.f.
[12] �������� Inserted by the SEBI
(Registrars to an Issue and Share Transfer Agents) (Amendment) Regulations,
1998, w.e.f.
[13] ����������� Substituted by the SEBI (Intermediaries)
Regulations, 2008, w.e.f.
����������� �6A. Applicability of the Securities and Exchange Board of
[14] �������� Inserted by the SEBI (Registrars to an Issue and Share
Transfer Agents) (Second Amendment) Regulations, 1999, w.e.f.
[15] �������� Inserted by the SEBI
(Registrars to an Issue and Share Transfer Agents) (Amendment) Regulations,
2006, w.e.f.
[16] �������� Inserted by the SEBI
(Registrars to an Issue and Share Transfer Agents) (Amendment) Regulations,
2006, w.e.f.
[17] �������� Inserted
by the SEBI �(Registrars to an Issue and Share Transfer Agents) Amendment
Regulations, 1997, w.e.f.
[18] �������� Inserted by the SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2009, w.e.f.
[19] �������� Inserted
by the SEBI (Investment Advice by Intermediaries) (Amendment) Regulations,
2001, w.e.f.
[20] �������� Substituted
by the SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing
Penalty) Regulations, 2002, w.e.f.
�20. Communication of findings etc.─(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.
[21] �������� Substituted
by the SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing
Penalty) Regulations, 2002, w.e.f.
�22. Liability for action in case of default.─(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 either be:-
(a)� suspension of registration after the inquiry for a specified
period; or
(b)� cancellation of registration.
[22] �������� Substituted
for �the Securities and Exchange Board of India (Procedure for Holding Enquiry
Officer and Imposing Penalty) Regulations, 2002, by the SEBI (Intermediaries)
Regulations, 2008, w.e.f.
[23] �������� Regulations
23 to 29 omitted by the SEBI (Procedure for Holding Enquiry Officer and
Imposing Penalty) Regulations, 2002, w.e.f.
"23.
Suspension, cancellation of certificate.─(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)
(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;
�������������� (c) do not submit periodical returns as required by
the Board;
�������������� (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.
24.
Manner of order of suspension and
cancellation of certificate.─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.
25.
Manner of holding enquiry.─(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.
26.
Show-cause notice and order.─(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.
27.
Effect of suspension and cancellation of
certificate granted to registrar to an issue or share transfer agent.─(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.
28.
Publication of order of suspension.─The
order of suspension or cancellation of certificate passed in regulation 27
shall be published in at least two daily newspapers by the Board.
29.
Appeal to the Securities Appellate
Tribunal.─Any person aggrieved by an order of the Board
made, on and after the commencement of the Securities Laws (Second Amendment)
Act, 1999, (i.e., after 16th December 1999), under these regulations may prefer
an appeal to a Securities Appellate Tribunal having jurisdiction in the matter.
[Regulation 29 substituted
for the following by the SEBI (Appeal to Securities Appellate Tribunal) (Amendment)
Regulations, 2000, w.e.f.
"29.
Appeal to the
[24] �������� Substituted
for paragraphs 1, 2 and 3 by the SEBI (Registrars to an Issue and Share Transfer
Agents) (Amendment) Regulations, 1999, w.e.f.
[25] ����������� Substituted for �Rs.50,000� by the SEBI
(Registrars to an Issue and Share Transfer Agents) (Amendment) Regulations,
2006, w.e.f.
[26] Substituted for
�Rs.40,000� by the SEBI (Registrars to an Issue and Share Transfer Agents)
(Amendment) Regulations, 2006, w.e.f.
[27] �������� Substituted
for �Rs.30,000�, ibid.
[28] �������� Substituted
for �Rs.25,000�, ibid.
[29] ����������� Inserted, ibid.
[30] �������� Substituted
for �paragraph 1�, ibid.
[31] Substituted
by the SEBI (Registrars to an Issue and Share Transfer Agents) (Amendment)
Regulations, 2003, w.e.f.