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REGISTRAR AND TRANSFER AGENT (RTA)

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RTA means a person who works like a Registrar to an issue and transfer agent. A RTA is governed under the provisions of the SEBI (Registrar to an Issue and Share Transfer Agents) Regulations, 1993. 

Example: Karvy Computershare Pvt. Ltd. & Intime Spectrum Registry Ltd.  Registrar to an Issue: Registrar to an issue means:

▪a person who finalizes the list of eligible allottees for a public issue. 

▪He is responsible for rejecting the invalid applications and 

▪also ensures crediting shares to the demat accounts of the successful applicants. 

▪He dispatches the refund orders to those applicants in whose favour no share has been allotted. 

Functions/Activities of Registrar to an Issue:

(a) Collecting application from investors in respect of an issue;

(b) Keeping proper record of applications and monies received from investors;

(c) Determining the basis of allotment in consultation with the stock exchange;

(d) Finalizing the list of allottees;

(e) Processing and dispatching the allotment letters, refund orders or certificates etc. 

Share Transfer Agent: Share Transfer Agent means a person who keeps records of holders of the securities in connection with transfer and redemption of securities. 

In India, it is obligatory to all listed companies to outsource the activities in relation to registration and transfer of securities. 

The Registrars to an Issue and Share Transfer Agents constitute an important category of intermediaries in the primary market. They render very useful services in mobilizing new capital and facilitating proper records of the details of the investors, so that the basis for allotment could be decided and allotment ensured as per SEBI Regulations. 

Pre – Issue Work:

(a) Finalization of bankers to issue, list of branches, controlling and collecting branches.

(b) Design of application form, bank schedule, pre – printed stationery.

(c) Preparing and issuing detailed instructions on procedure to be followed by collecting and controlling branches.

(d) Arranging, dispatch of application schedule for listing of applications to collecting and controlling branches. 

Issue Work:

(a) Collection of daily figure from bankers to the issue.

(b) Informing Stock Exchange/SEBI and providing necessary certificates to Lead Manager on closure of issue.

(c) Scrutiny of application received from bankers to issue.

(d) Reconciliation of number of applications, securities applied and money received with final certificate received from bank.

(e) Finalizing basis of allotment after approval of the stock exchange.

(f) Allotment of shares on the formula derived by stock exchange.

(g) Obtaining certificate from auditors in connection with the allotment.

(h) Preparation of the list of allottees and non – allottees as per the basis of allotment approved by stock exchange.

(i) Preparation of allotment register, register of members, index register.

(j) Preparing share certificate on the computer.

(k) Mailing of documents by registered post.

(l) Issuing call notices for allotment money to allottees.

(m) Issue of duplicate refund order. 

CRITERIA FOR REGISTRATION: It shall assess whether the applicant:

i) has any past experience in the activities;  Capital Adequacy Requirement for Category I is Rs. 50,00,000/- and Category II is Rs. 25,00,000/- 

GENERAL OBLIGATIONS & RESPONSIBLITIES:

▪A Registrar to an issue and share transfer agent shall ensure that good corporate policies and corporate governance are in place.

▪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.

■A Registrar to an issue and share transfer agent shall not, in respect of any dealing in securities, be party to or instrumental for:

▪Creation of false market; o Price rigging or manipulation; o 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.

▪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.

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