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Definition of 'Registrar And Transfer Agents'

Registrar & transfer agents are the trusts or institutions that register
and maintain detailed records of the transactions of investors.

Dematerialisation

The process through which the physical certificates of an investor are converted to an equivalent number of securities in an electronic form and are credited into the BO’s (beneficial owner) account held with his DP(Depository Participant) is dematerialisation.

For obtaining the dematerialised physical securities, one has to fill in a DRF, the Demat Request Form, which is available with the DP (Depository participant). Then, the filled form, along with the physical certificates that are to be dematerialised, needs to be submitted. For each ISIN, a separate DRF has to be filled.

All the required steps for the process of dematerialisation are outlined below:

  • The physical certificates should be surrendered to DP.
  • DP informs the Depository regarding the request made through the system.
  • DP itself submits the certificates to the registrar of the Issuer Company.
  • The Registrar confirms the dematerialisation request received from the depository.

After dematerialising the certificates, the Registrar updates the account and informs the depository regarding the completion of dematerialisation.

  • The Depository updates his account and informs the DP.
  • DP updates the demat account of the investor.

ISIN (International Securities Identification Number) is a unique 12 digit alpha-numeric identification number (E.g. - INE383C01018) which is allotted to a security. Equity-fully paid up, equity-partly paid up, equity with differential voting /dividend rights issued by the same issuer will have different ISINs.

Yes, odd lot share certificates can also be dematerialised.

Yes, through the process of ‘Rematerialisation’ an electronic holding can be converted into physical certificates.

If one wishes to get back his securities in the physical form, he needs to fill the RRF (Remat Request Form) and request his DP for rematerialisation of the balances in his securities account. The process of rematerialisation is outlined below:

  • Make a request for rematerialisation through RRF.
  • Depository participant informs the depository regarding the request through the system.
  • the Depository confirms rematerialisation request to the registrar
  • the Registrar updates accounts and prints certificates
  • the Depository updates accounts and downloads details to depository participant
  • the Registrar dispatches physical certificates to the investor

Transmission of Shares

Transmission is the process through which securities of a deceased account holder is transferred to the account of the surviving joint holder (s) / nominee / legal heirs of the deceased account holder. The process of transmission in the case of dematerialized holdings can be completed by submitting documents to the DP, whereas in case of physical securities the surviving joint holder (s) / nominee / legal heirs has to communicate independently with each company/its RTA in which shares are held.

In such a case, the surviving shareholders will have to submit a request letter supported by an attested copy of the Death Certificate of the deceased shareholder along with all the relevant share certificates to the company’s registrar and share transfer agent. After receiving the documents, the RTA will delete the name of the deceased shareholder from his records and will return the share certificates to the applicant/registered holder with necessary endorsement.

In a situation like this, in order to get the shares transferred to their names, the legal heirs should obtain a Succession Certificate or Letter of Administration with respect to the shares. A true copy of this certificate/letter, duly attested by the Court Officer, or Notary should be sent to the company along with a request letter, transmission form, and all the share certificates in original, to get the transmission completed in their favour.

The provision under such a situation is that the legal heirs will have to get the will probated by the High Court or the District Court of competent jurisdiction. Then a copy of the probated copy of the will would be sent along with a relevant schedule/annexure reflecting the details of the shares, the relevant share certificates in original and transmission form for transmission to the registrar and share transfer agent.

Nomination

Nomination is a process of nominating a person to whom the shares would go/get transferred in the event of death of the shareholder.

According to the provisions of Companies Act, 2013, regardless of all the other laws, if a shareholder dies (or in case of joint holdings, on the death of all the joint holders), the nominee would be the one who is entitled to the rights on such shares which were held by the deceased.

A person holding securities of a company may nominate any person as his nominee by filing Form SH13 in the name of whom, all his securities shall be transferred in the event of shareholder’s death.

Yes, a minor can be appointed as a nominee. The procedure is that, the minor’s guardian will sign the nomination form on his behalf. Along with the name and photograph of the nominee i.e. minor, the name, address and the photograph of the guardian is also required to be submitted with the form.

A Nomination Form (Form SH 13) in duplicate is required to be submitted by the shareholders which should be duly filled and signed by all the shareholders as per the prescribed format. Only one nominee can be nominated per folio. As soon as a request for the registration of nomination is received by the share transfer agent, it registers the same by allotting a registration number. The duplicate copy of the nomination form indicating the registration number and the date of registration of nomination will be returned to the shareholder(s). For the nomination of shares held in de-mat form, the Depository Participant should be contacted.

In the case where the securities are held by more than one shareholder jointly, all the joint shareholders together shall nominate any person through the form SH13.

There is a provision for nominating a fresh nominee in place of an existing one. The earlier nomination may be cancelled or varied by nominating any other person in place of the present one. The procedure is such that, the notice for such a change is given to the company by the holder of securities who has made the nomination. This is done by filling Form No. SH.14.

Transfer of shares

The transfer deed is valid for a period of one year from the presentation date or the closure date of Register of Members immediately after the presentation date, whichever is later. The presentation date could be obtained from stamp affixed by the Registrar of Companies on the upper portion of the deed. First the owner needs to check whether the transfer deed is still valid. If it is so, then a duly executed and stamped transfer deed along with share certificates should be sent to the company’s registrar and share transfer agent to get the transfer executed in owner’s favour

But, if the validity period of the transfer deed has expired, then in such a case the Registrar of Companies should be approached for the extension of validity of the transfer deeds. Also there is an alternative option of approaching the registered holder/seller, whose signatures are reflecting on the transfer deed as seller, in order to get fresh transfer deeds executed.

When a fresh/revalidated Transfer deed is executed, then it should be submitted to the R&T Agent for transfer. The entities which does not fall under the purview of Registrar of companies, the Revalidation of transfer deed(s) is not applicable to them.

A transfer deed duly stamped, is required to be executed and submitted for transfer to the R & T agent. Point to be noted that such an addition of name amounts to a change in ownership of shares and the procedure for transfer is required to be followed.

Unpaid/unclaimed dividend and IEPF

Each and every company is required to get their shares transferred, which are underlying since the dividend has remained unpaid or unclaimed against them for a consecutive period of seven years. Thus, such underlying shares of unpaid or unclaimed dividend are required to be transferred to IEPF apart from the amount of unpaid or unclaimed dividend.

The Rule which follows in such a scenario is that, the shares shall be credited to an IEPF suspense account (on the name of the company) with one of the depository participants identified by the IEPF Authority within thirty days of the shares becoming due to be transferred to the IEPF.

If there is any amount lying in the Unpaid Dividend Account for 7 years, it should be transferred to IEPF along with interest accrued

Any rightful claimant can claim the transfer of shares from IEPF Authority by applying to the IEPF Authority through e-form IEPF 5 along with the applicable fee.

Form IEPF 5 can be filed in cases where shares, unclaimed dividend, matured deposits, matured debentures, application money due for refund or interest thereon, sale proceeds of fractional shares, redemption proceeds of preference shares etc. of any person has been transferred to the IEPF Fund. Such a person may claim the shares or apply for a refund to the Authority by making an application through Form IEPF 5 along with fee under his own signature.

Change of address

If the shares held by you are in the physical form, then you need to send a request letter (Format) signed by the shareholder (first-named shareholder in case of joint-holders), giving the new address along with the Pin Code. You need to quote your folio number without fail. If the shares held by you are in demat, then you should notify the change to your DP.

No. The letter of request will need the signature of the first holder only.

No, for one folio, there could be merely one registered address.

You need to inform your Depository Participant about any change in your address, as they keep your record of demated shares. After that, your Depository Participant shall pass on this data when any action, such as the dispatch of Annual Accounts or the payment of dividends, etc., is due to be taken by the company.

Dividend

You may write to us mentioning the name of the company, furnishing the particulars of the dividend not received, and also quoting your folio number/client ID particulars (in case of demated shares). We will verify the records and provide you with the status.

If in the Bank Statement the dividend warrant is still shown as unpaid, we shall issue a duplicate warrant to you immediately, on providing an indemnity bond.

According to the current law, the dividends outstanding for the years earlier to 1995, if found unpaid/unclaimed, such amounts have been transferred to the Central Government. Unpaid/unclaimed dividends issued after the year 1995, and if such dividends are more than 7 years old, such dividends cannot be claimed.

If you have not obtained any of these dividends, you can write to us with particulars like folio number, concerned dividend, etc., and we will clarify the status and arrange to pay the dividend if it remains unpaid as per the records provided, and they are not already transferred to the Investor Protection Fund.

You can file an application before the Registrar of Companies, in Form No. II. But must learn that the unpaid/unclaimed dividend amounts transferred to the Investor Education and Protection fund established under the Companies Act,1956, in the year 2002, and as per the applicable law, no refund can be claimed by the shareholders or such dividends.

At present, the bank account particulars are being overprinted on the dividend warrants wherever available, and in their absence, the complete address is printed to avoid feasible fraudulent encashment.

If you have not given your bank account information in the past or desire to change it, forward a communication as stated below. a) If you are holding shares in physical form, quote the name of the company and give your folio number, details of name, of your bank and account number to us and we will incorporate it in all your future dividend warrants b) If you are holding the shares in demat form, these information shall need to be given to your Depository Participant with whom you have a demat account.

Your Depository Participant, in turn, will pass this information on to the company through the Depositories, NSDL/CDSL. This procedure is in accordance with the depository regulations.

With the Depository regulations, the concerned company should be required to file the dividend as per the information of demat shareholders provided via the related Depository Participant. In these records obtained from the depositories, the company or its registrars could not make any revision.

ECS (Electronic Clearing Service)

In the same system, you could obtain your dividend electronically via direct credit to your bank account. The same prevents issues like bogus interception of dividend warrants in the postal transit. It expedites payment via credit to your account compared to dividend warrants in physical form. We suggest that if you have not chosen for Electronic Clearing Service, then you should do the same.

If you are having shares in physical form, then you need to submit the ECS form duly completed, including a photocopy of a leaf of your cheque as recommended in the Form, and we will take due note of it in our records. Consequently, all subsequent dividends shall be paid to you via direct credit to your bank account. But if the shares are in demat, then you have to stay in touch with your DP.

No. The Reserve Bank of India has enabled the ECS facility in specific cities only. This facility is being given by most of the companies to the investor-based cities, viz., Ahmedabad, Bangalore, Bhubaneswar, Chandigarh, Chennai, Coimbatore, Delhi, Guwahati, Hyderabad, Jaipur, Kanpur, Lucknow, Ludhiana, Mumbai, Nagpur, Patna, Pune, Surat, Trivendram, and Vadodara.

The applicant who has a bank account in one of the aforementioned 64 (bank) centres will get refunds via ECS. You are requested to ensure that bank details, including MICR code ( a 9-digit code which appears in the cheque leaf), maintained at the depository level are updated at your DP end.

From the depositories' database, the details of the bank account shall be taken and thus do not need to be filled in the application form for issues wholly made in dematerialized form. You shall get individual notifications about details of the bank where the refund amount (if any) has been credited.

The Registrars must give the intimation in 15 days ( in case of a Book Built issue) and 30 days (in case of a Fixed price issue) from the closure of the issue. SEBI has furnished various modes of making a refund to the applicants, viz.

Direct Credit, RTGS (Real Time Gross Settlement), ECS (Electronic Clearing Service), and NEFT (National Electronic Funds Transfer). As mentioned above, the applicants in 64 centres where clearing houses are handled by RBI and other banks shall get refunds via ECS.

The applicants at the other centres shall continue to provide refunds via Registered/Ordinary post. The applicants must read the guidelines provided in the prospectus/ abridged prospectus/ application form.

The same prevents many more hassles, such as loss/fake encashment of the dividend warrant at the time of postal transit. Payment is coming to your account via Banking Channels. Therefore, no need to wait for the receipt of dividend warrants and depositing them into your bank.

Loss of share certificates

You should inform us regarding the loss of share certificates, quoting the name of the company, your folio number, and details of the share certificates if present. We will mark a caution on your folio to avert any other transfer of shares that comes under the lost share certificates.

Likewise, you shall be required to file a complaint with the police for the loss of share certificates and also submit an acknowledged copy of the police complaint. Upon receipt of all the above, we will recommend further formalities to be complied with concerning the issue of duplicate certificates. You should mark that if the lost share certificates are lodged with the company along with a valid transfer deed via a third party for transfer, then the matter shall be dealt with on the grounds of related facts, and we will recommend additional course of action at that time.

You need to surrender the original share certificate to us if the issuance of a duplicate certificate has been accomplished. However, if the original share certificates are found before you comply with the procedure for obtaining a duplicate share certificate, then you must inform us so that we can remove the caution marked against these share certificates.

Miscellaneous

Forward your share certificates, including a request letter duly signed by all the joint-holders as per the specimen signatures recorded.

Yes. Forward the share certificates of those folios that you want to merge, and we will consolidate your folios and return the share certificates by endorsing the consolidated folio number. You need to note that the folios to be consolidated must be in the same name and in the same order of identical names (if there is a joint holding) and bear the same address.

You must forward your share certificates, including a request letter duly signed by all the joint-holders, as per the specimen signatures recorded.

Nomination with respect to shareholding

You must file a nomination form duly filled in duplicate and signed. If you are holding shares along with the other holders, then all the holders shall be required to sign the nomination form. After the form is obtained by the company and if discovered in order, then a registration number will be provided to the nominee.

A duplicate copy of the nomination form obtained from you shall be returned to you with an endorsement indicating the registration number and date. Nomination could be made for the shares held in physical form. Concerning the case of demated shares, your nomination needs to be recorded with your Depository Participant.

For each folio, only one nomination could be made. Folios that have a distinct order or combination of names of shareholders will need separate nominations.

Joint holders are not nominees. They are joint holders of the related shares that secure joint rights for the same. In the unfortunate event of the death of any one of the joint holders, the surviving joint holder/s of the shares is/are the only person/persons recognised by the company as the holders of the shares.

Once the Nomination is made, it can be revoked by a shareholder by giving a fresh nomination. If the joint holders made the nomination, and if one of the joint-holders dies, then the remaining joint holder/s can make a fresh nomination by revoking the existing nomination.

Upon the death of a shareholder, the Nominee becomes the sole person entitled to receive the shares, excluding any other legal heirs or beneficiaries. In other words, if there is a valid nomination, the company will not consider any claims from legal heirs or beneficiaries, and the shares will be transferred only to the Nominee.

If a nomination is made by joint holders, it will only take effect upon the death of all the joint holders. This means that if one of the joint shareholders passes away, the shares will be transferred to the surviving shareholders, and the nominee will not receive them. In this situation, the surviving shareholders have the option to make a new nomination if they wish.

When a shareholder passes away, the appointed nominee is entitled to have the shares transferred to them. The nominee must provide written notice of this request along with the deceased shareholder's share certificate(s). Alternatively, the nominee has the option to transfer the shares held by the deceased shareholder to a third party.

If the nominee chooses to register the shares in their name, they must present proof of identity. Acceptable forms of identification include a copy of a passport, driving license, a voter’s identity card, or any other proof that the company deems satisfactory. The nominee must also submit their specimen signature, duly attested, along with the request for the transfer.

Upon scrutiny of the documents submitted by the nominee, shares will be transmitted in his favour and share certificates returned to him duly endorsed.

Yes, a nominee can authorize to sell of the shares to a third party, without registration of shares in his favour. But the usual process concerning the transfer of shares shall need to be followed.

You should approach your DP for making a nomination concerning dematerialized shares. There is a provision for furnishing the name of the nominee in the account opening form given by the Depository Participants. For more information, you can consult your Depository Participant.