SEBI Category 1st Registrar and Share Transfer Agent

A Registrar and Transfer Agent is the Issuer’s agent. Issuer is the Company who opts for dematerialization. It acts as an intermediary between the issuer and the depository for facilitating the services like Dematerialisation, Rematerialisation, Initial Public Offers and Corporate Actions.

In order for Companies to be able to issue securities or shares in dematerialized form, they must appoint a SEBI approved Registrar and Share Transfer Agent which has direct/online access to depositories. The Registrar Transfer Agent acts as a direct point of contact between the security Issuer and depositories, and manages the transactions of users with the depositories.

By the changes in the statutes, the government has mandated the appointment of RTA for Listed as well as Public Companies. Private Companies are also going to fall in its ambit pretty soon. Registrar and Transfer Agent’s are necessary to carry on any type of corporate actions including Right Issue, Bonus Issue, Preferential Allotment, Transfer of shares, ESOP etc.

Dematerialisation of shares refers to the process of conversion of shares from physical mode to electronic format. Such dematerialised shares are maintained in an account known as Demat Account. Demat accounts are regulated by two major depositories - the National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL).

Unlike physical shares, dematerialised shares are free from perils of loss, theft and damage and that is why one should convert their physical shares certificates into Demat shares. This will let you adhere to the SEBI rules, upgrade you to today's digital scenario and make your future ready for the online transfer of shares.

The procedure of shares dematerialisation starts with the opening of Demat Account and proceeds with the submission of all the physical share certificates which further get credited in your Demat account.

Let's understand the process of dematerialisation step-by-step. Steps for dematerialisation of shares

Step 1. Get a Demat Account opened in your name & account number with a Depository Participant (DP) i.e. an agent between depository and the shareholder.

Step 2. Submit Demat Request Form (DRF) along with all your physical share certificates, you want to get dematerialised, to the DP whose depository services you have availed.

Step 3. DP will deface the shares by writing “SURRENDERED FOR DEMATERIALISATION” on the shares certificates

Note: Separate DRFs are used for shares & securities of different companies.

Step 4. Execute a format embedded Affidavit on non-judicial stamp paper of Rs.100/-, to register the change in the signature if needed.
Step 5. Submit the shareholder or shareholders’ signature duly attested by the bank manager together with the same bank account’ original cancelled cheque leaf.

Note: The attestation should have employee code of the person acknowledging the signature along with the bank seal.
Step 6. Submit a self-attested copy of the registered shareholder/s’ PAN card.

Step 7. Receive an acknowledge slip from DP who issues it after verifying all the details of DRF.

Step 8. Ensure that shares are credited to your Demat Account.

If the address registered with your DP is different from the address available with the Company/Registrar & Share Transfer Agent, you are requested to submit address proof for both the addresses.

Note:Documents cited in the above-mentioned 4, 5 & 6th points are required only when the current signature varies from the specimen signature in the records.

In case of an address change, address proof for both addresses needs to be submitted.

Registration of Nomination
Nomination refers to the appointment of a person to take care of one’s investments on the death of the investments/ account holder or shareholder. In the event of the death of Demat account holder, his existing joint holder/s, nominee or legal heir has to approach the Depository Participant (DP) with the requisite documents along with duly filled transmission from for securities’ transmission. However, if the shares are held in physical format, the nominee needs to approach each company.
A Demat account holder appoints a nominee to take care of his securities after his death by registering his name & filing a nomination form. The procedure for registration of nomination is:

Step 1.Duly fill all the fields of Nomination form (SH-13 form).

Step 2.Submit the shareholder or shareholders’ signature duly attested by the bank manager together with the same bank account’ original cancelled cheque leaf.

Note: The attestation should have employee code of the person acknowledging the signature along with the bank seal.

Step 3.Execute a format embedded Affidavit on non-judicial stamp paper of Rs.100/-, to register the change in the signature if needed.

Step 4. Submit the shareholder or shareholders’ signature duly attested by the bank manager together with the same bank account’ original cancelled cheque leaf. It should be taken care of that the attestation should have employee code of the person acknowledging the signature along with the bank seal.

Note: Documents cited in the above-mentioned 2nd, 3rd & 4th points are required only when the current signature varies from the specimen signature in the records. For the nomination of dematerialised securities, kindly contact your depository participant.

Form PAS-6 is introduced by the MCA for unlisted public companies to submit the Reconciliation of Share Capital Audit Report provided under sub-rule (8) and (8A) of rule 9A Companies (Prospectus and Allotment of Securities) Rules, 2014.

It shall be submitted by the unlisted public company on a half-yearly basis to the Registrar under whose jurisdiction the registered office of the company is situated within sixty days from the conclusion of each half year duly certified by a company secretary in practice or chartered accountant in practice.

The company shall also immediately bring to the notice of the depositories any difference observed in its issued capital and the capital held in dematerialised form.

A holder of securities can make application for changing his/her registered signature or for giving a new signature when the registered signature is not available.
The application for the same has to be filed in an affidavit form via official Registrar and Share Transfer Agent of the company. The affidavit has 9 parts under which various details have to be furnished. The 9 parts include the following:

• Folio Details
• Address Declaration
• Share Declaration
• Old Signature Cancellation
• New Signature Validation
• Affirmation of Non-Liability of Company
• Affirms for Transfer Deeds
• Identity & Address Proof
• Verification

Addresses mentioned can be changed using a form - Request for Change of Signature accompanied with advocating documents. The documents and request form must be sent to the official Registrar & Share Transfer Agent of the company.

Details to be furnished in the application for signature change are as follows:

• Unit
• Folio No.
• Name of the Company
• Name and signature of shareholder
• Date & Place
• Old address
• New address
• Address Proof of New address
• Copy of Address proof of New address

The applicant needs to submit the address proof of the new address and the application shall be sent to the Registrar and Transfer Agent of the respective company along with the address proof copy. Latest phone bill of landline phone, latest electricity bill, Voter ID, Passport, Driving License or Bank Passbook having a new address can be used as address proof.