Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) (Amendment) Regulations, 2006

S.O No. 1452 (E). 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 makes the following Regulations to further amend the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, namely :-

1. These Regulations may be called the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) (Amendment) Regulations, 2006.

2. They shall come into force on the date of their publication in the Official Gazette.
3. In the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993:-
(i) in regulation 2 –
a. clause (a) shall be renumbered as clause (aa) thereof, and before the clause so renumbered, the following clause shall be inserted, namely:-
“(a) “Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992);”

b. in clause (aa) so renumbered, for the words “under clauses (e) and (g) of rule 2” occurring at the end, the words “under clauses (f) and (g) of regulation 2” shall be substituted;
c. after clause (aa) the following clauses shall be inserted, namely:-
“(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;”
d. after clause (d), the following clause shall be inserted, namely:-
“(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. for clauses (f) and (g), the following shall be substituted, namely:-
“(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;”
f. after clause (g), the following clause shall be inserted, namely:-
“(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);”
g. in clause (h), the words “and the rules” occurring after the words “defined in the Act” and the words “or the rules, as the case may be” occurring at the end shall be omitted.
(ii) in regulation 3, after sub-regulation (1), the following sub-regulation shall be inserted, namely:-
“(1A) An application for registration made under sub-regulation (1) shall be accompanied by a non-refundable application fee as specified in Schedule II.”
(iii) in regulation 9, after sub-regulation (1), the following sub-regulation shall be inserted, namely:-
“(1A) An application for renewal made under sub-regulation (1) shall be accompanied by a non-refundable application fee as specified in Schedule II.”
(iv) after regulation 9, the following regulations shall be inserted, namely:-
“Conditions of registration
9A. (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.
Period of validity of certificate
9B. 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.”
(v) in Schedule II –
a. in paragraph 1 –
(i) in sub-paragraph (a), for the words and figures “Rs.50,000/-”, the words “three lakh rupees” shall be substituted and for the words and figures “Rs.40,000/-”, the words “one lakh and fifty thousand rupees” shall be substituted;
(ii) in sub-paragraph (b), for the words and figures “Rs.30,000/-”, the words “one lakh rupees” shall be substituted and for the words and figures “Rs.25,000/-”, the words “fifty thousand rupees” shall be substituted;
b. after paragraph 2, the following paragraph shall be inserted, namely:-
“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.”
c. in paragraph 3, for the word and figure “paragraph 1” the words and figures “paragraphs 1 and 2A” shall be substituted.