Investor Interface with the R&T Agent

What this chapter covers

Chapter 13 carries 10 marks out of 100 — 10% of the paper.

Learning Objectives: After studying this chapter, you should know about the Investor Interface with the R&T agent: Transfer of Securities · Recording change in Investor information · Issue of duplicate certificate of securities · Stop Transfers · Transmission · Facilitating the Annual General Meeting and e-voting facilities

The R&T agent as focal point

The R&T agent is the focal point for all service requirements for the investors' holdings in securities. If the securities are dematerialised, the depository participant is the contact point for the investor.

Physical — the R&T agent. Demat — the DP.

The common service requests that investors have are: Transfer of ownership · Recording change in address, bank particulars, power of attorney etc. · Issue of duplicate share certificates · Stop Transfers · Transmission

Where shares are held in the physical form, the R&T Agent is approached for such service requirements.

Eight requests that now issue only in demat

As an on-going measure to enhance ease of dealing in securities markets by investors, all listed companies shall issue the securities in dematerialized form only, while processing the following service request:

i. Issue of duplicate securities certificate · ii. Claim from Unclaimed Suspense Account · iii. Renewal / Exchange of securities certificate · iv. Endorsement · v. Sub-division / Splitting of securities certificate · vi. Consolidation of securities certificates/folios · vii. Transmission · viii. Transposition

Eight, under SEBI Circular No.: SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022.

The Letter of Confirmation

The RTA / Issuer Companies shall verify and process the service requests and thereafter issue a 'Letter of confirmation' in lieu of physical securities certificate(s), to the securities holder/claimant within 30 days of its receipt of such request after removing objections, if any.

The 'Letter of Confirmation' shall be valid for a period of 120 days from the date of its issuance, within which the securities holder/claimant shall make a request to the Depository Participant for dematerializing the said securities.

30 days to issue; 120 days to use.

Handling documents

For dematerialised shares, the request has to be submitted to the Depository Participants along with supporting documents and the request is given effect electronically. For physical shares, most service requirements would mean that the original certificates along with supporting documents have to move to and from the R&T Agent.

The R&T Agent, therefore, needs to put in place an efficient system to receive, verify, acknowledge and dispatch documents. An Inward Register in which details of the documents received are entered is maintained by the R&T Agent, either in physical or electronic form. The details captured include the mode of receipt (hand delivered, courier, post), the date of receipt and the nature of the document.

Similarly, for documents, going out of the R&T Agent's office, an outward register (physical or electronic form) is maintained in which the details are recorded.

The Investor Charter services

SEBI has issued an Investor Charter for the RTAs — Circular No.: SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/67 dated May 14, 2025 — listing the services provided:

Providing details of allotment and clarification on allotment.

Processing change in/ updation of the KYC details of the investors for physical holdings like change of address/bank account details/ e-mail address/ telephone/ mobile/ nomination and PAN.

Processing and updating investor holding/ title change requests viz, name deletion, transmission, transposition, issue of duplicate shares, dematerialization and rematerialisation of securities.

Processing of other requests, viz., recording of declaration w.r.t. exemption/ lower tax rates for TDS on dividend/interest, revalidation and reissue of dividend and interest instruments.

Processing investor service requests in timely manner and providing details of discrepancies observed in the documents to the investors in one go.

"In one go" — no drip-feeding of objections.

Execution and intimation of other corporate actions viz., ESOPs, Dividend payment, Stock split, Bonus issue and Merger/Demerger activities.

Communication of Rights issue entitlements.

Communication of Buyback, exit offer, take-over made by the company/acquirer, and the procedure to be followed by investor.

Mandatory execution of transfer of shares and dividends to IEPF and transfer of undelivered share certificates to Suspense account.

Process grievance received through e-mails and Letters and those through SCORES also.

Know Your Client

KYC means identifying and verifying the client's identity and the identity of the beneficial owner through documents submitted for Proof of Identity (PoI) and Proof of Address (PoA) and compliance with rules, regulations, guidelines and circulars issued by the Board or any other authority for Prevention of Money Laundering from time to time.

Beneficial owner is the natural person or persons who ultimately own, control or influence a client and / or persons on whose behalf a transaction is being conducted. It also incorporates those persons who exercise ultimate effective control over a legal person or arrangement.

Note this is a different "beneficial owner" from the depository sense in Chapter 11 — here it means the natural person behind the client.

KYC is to be carried out at the time of commencement of an account-based relationship or at the time of allotment. Existing clients are required to update their KYC documents from time to time.

The Prevention of Money Laundering Act, 2002 (PMLA) along with the Prevention of Money Laundering (Maintenance of Records) Rules, 2005 (PML Rules) are the principal laws enacted to prevent money laundering activities in India. As per PMLA and Rules framed thereunder, intermediaries in securities market are required to perform Client Due Diligence.

The main aim of conducting KYC is to verify the identity of clients / beneficial owners, nature and purpose of client relationships and examine the probabilities of any illegal wrongdoings. Additionally, KYC helps to make sure that all transactions are legitimate and transparent.

Updating KYC details from time to time with the intermediaries, aids the investors in receiving timely information.

13.1 Transfer of Securities

Securities are bought and sold either in the stock markets or on a person to person basis in 'off-market' deals. Whenever a transaction is done, it requires a transfer of ownership from the transferor to the transferee. When the transaction is of physical securities, the request for transfer of ownership is sent to the R&T Agent.

The procedure

The original securities along with an instrument of transfer duly filled in, signed by the transferor(s) and the transferee(s) and franked/stamped with the value of stamp duty is sent to the R&T Agent.

The R&T Agent verifies the signature(s) of the transferor(s) with the specimen signatures already recorded.

The instrument of transfer attached to the documents have to be scrutinised for the following:

Submission of proper instrument of transfer (Form No. SH-4), duly stamped, dated and executed by the transferor(s) and transferee(s) and specifying the name, address and occupation, if any of the transferee(s).

Validity of the instrument of transfer. It is considered valid if it is presented within a period of sixty days from the date of execution.

Sixty days from execution.

Correctness of the details of the securities such as Name of the Company, Kind / Class of securities, nominal value, folio number, certificate number, number and distinctive numbers of securities.

Consideration amount is filled and the instrument of transfer is franked / stamped, as relevant.

Complete details of the witness.

The original certificate should comply with SEBI's norms.

Signature(s) of the transferee(s) in the relevant two field(s).

Self-attested photocopies of PAN Cards of all the transferor(s) and the transferee(s).

Timelines

The documents have to be returned to the proposed transferee if there is any objection within a period of 15 days from receipt of documents. If all the documents are in order, then the transfer should be effected within 15 days from receipt of documents. The Register of members should be updated and the details of the transferee(s) should be endorsed on the certificate(s) and sent to the transferee.

Fifteen days either way.

The April 2019 bar

SEBI has decided that except in case of transmission (transfer of title of shares by way of inheritance/ succession) or transposition (re-arrangement/ interchanging of the order of name of shareholders) of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in dematerialized form with a depository. This measure came into effect from April 01, 2019.

Two exceptions — transmission and transposition.

Subsequently, SEBI also clarified:

1. The above decision does not prohibit the investor from holding the shares in physical form; investor has the option of holding shares in physical form even after April 01, 2019.

2. Any investor who is desirous of transferring shares (which are held in physical form) after April 01, 2019 can do so only after the shares are dematerialized.

3. The transfer deed(s) once lodged prior to deadline and returned due to deficiency in the document may be re-lodged for transfer even after the deadline of April 01, 2019.

Holding physical is allowed; transferring physical is not.

The cut-off date for such re-lodgement was fixed at March 31, 2021, however, all the shares that were re-lodged for transfer were issued only in demat mode.

A special window followed: Special Window was opened for Transfer and Dematerialisation of Physical Securities to facilitate ease of investing for investors and to secure their rights in the securities purchased by them and allowed the re-lodgement of transfer deeds of physical securities which were sold/purchased prior to April 01, 2019. This special window was open for the period of six months from 07 July, 2025 till 06 January 2026.

Subsequently SEBI, extended the timeline for an additional period of one year from February 05, 2026 to February 04, 2027.

The Suspense Escrow Demat Account

Issuer Companies are required to open a separate demat account for dealing with unclaimed securities i.e., holders of Letters of Confirmation who did not submit the request to the DP for dematerialisation of securities within the prescribed timeline, securities which could not be allotted to the rightful holder(s) due to insufficient/incorrect information or any other reason.

And a coming change: SEBI has prescribed the procedure for credit of securities issued pursuant to various investor service requests such as issuance of duplicate securities certificates, transmission, transposition, claim from unclaimed suspense account and corporate actions, in dematerialised ("demat") mode... The provisions of this circular shall come into force with effect from April 02, 2026. Any LOC issued before April 02, 2026, may be submitted by the investors to DP for dematerialisation within the specified timeline i.e. 120 days from the date of issuance of LOC.

13.2 Recording change in investor information

All holders of physical securities in listed companies are mandatorily required to furnish PAN, nomination/ opt-out of nomination, contact details, bank account details and specimen signature for their corresponding folio numbers.

Five items — under SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023.

13.2.1 Change of address

A request for change of address should be signed by the first named security holder and supported by proof of identity viz. self-attested copy of PAN Card / Valid Passport and self-attested copy of proof of new address viz. Valid Passport or Aadhaar Card or Election Identity Card or Utility Bill [i.e. Electricity Bill or Telephone Bill (landline only)] or Bank Statement along with 1st page of the Bank Passbook, showing the new address, which is not more than 3 months old.

The fourth sample question tests exactly this — it is true that the request needs the first holder's signature.

Note that Annexure 13.1 states the documentary requirement more strictly — request letter duly signed by all holders with details of Address, email address and mobile no. The sample question follows the text of 13.2.1.

The R&T Agent shall verify the signature with the specimen signature recorded with them and, if found in order shall update the records with the new address. The intimation of the change shall be sent to the new and old address of the security holder.

Both addresses — the old one so that a fraud can be detected.

13.2.2 Change in bank details

The request for change in bank details must be signed by the first named security holder as per the specimen signature recorded with the R&T Agent and supported by an original unsigned cancelled cheque for the said account, bearing the name of the security holder.

An original, unsigned, cancelled cheque bearing the holder's name.

After verifying the signature with the specimen, the R&T Agent shall update the records with the new bank details and intimate the security holder of the same. On a case to case basis, additional documentary proof of identity may be sought.

13.2.3 Registering a Power of Attorney

The R&T Agent, on receipt of the document, verifies the signature of the security holder and the powers assigned to the donee. If signature tallies, then the details of the holder and the attorney are recorded in a register maintained in physical or electronic form for this purpose and a registration number is assigned along with date which is intimated to the security holder or the donee who has lodged the document for registration.

The second sample question asks what is assigned on registering a PoA — a registration number.

The registration number should be indicated at the time of lodgement of any further requests or transactions for the said folio. The signature of the donee is scanned and maintained by the R&T Agent.

Annexure 13.1 adds the checks: whether the folio number is correct; whether the request came from the registered shareholder; if it came from PoA holder or from the registered shareholder with different address, send notice to the shareholder at the registered address and wait for 15 days before effecting registration of PoA; whether the PoA carries the PoA holder's signature — if signature is not there, then bank attestation is mandatory; and whether the PoA specifically give authority to PoA holder to deal in equity shares of the Company.

13.2.4 Registering nomination

The R&T Agent, on receipt of the SH-13 document, verifies the signatures of the security holder/s, correct folio no etc. along with the following documents of the nominee.

The address details of the Nominee are taken on records.

A self-attested copy of photo identity proof of nominee like PAN / Passport is required to be attached and verified.

The Nominee's signature has been duly witnessed.

In case the nominee is found to be a minor, then a proof of date of birth is taken on the records. The details of the Guardian with photograph, address proof and the attested signatures are also taken on records.

The nomination details such as nomination number, date of nominee registration, name and address of nominee, phone number are entered in the system and thereafter the system shall generate a unique Nomination ID. This ID shall be noted down on all the Nomination request documents.

The three forms: any existing nominations can be changed/cancelled through Form SH-14. Further, investors may declare to opt-out of nomination through Form ISR-3 after cancelling the existing nomination, if any.

And Annexure 13.1 adds: RTA shall return one copy of Form No. SH-13 duly stamped and signed to the shareholder post registration of nominee.

13.2.5 Forms 15G and 15H

The Finance Act, 2020 has been amended as a result of which the dividend income distributed by a company is taxable in the hands of shareholders at the applicable rates. The dividend earned will be part of their total income earned for the financial year and tax as per their respective tax slabs. Therefore, if the dividend income is within exempted limits, shareholders need to submit Form 15G or Form 15H to the company in order to avoid tax deduction at source (TDS).

Form 15G can be submitted by individual below the age of 60 years while Form 15H can be submitted by senior citizens (60 years & above) either in physical form or through the website of the RTA.

The fifth sample question tests this — Form 15G is for those below 60.

While submitting the form online, the shareholder needs to select the company, enter the correct folio and certificate no. or DPID / Client ID, PAN details, Financial Year, Form (15G or 15H), scan copy of PAN and Forms. On receipt of the above, the RTA will provide an acknowledgement.

Form ISR-1 is the SEBI prescribed common form... for registering/ updation of PAN and KYC details for securities of listed companies held in physical mode.

And a hard rule: from January 1, 2022 onwards, no investor service requests/ complaints will be processed by RTA till PAN, KYC and Nomination documents/ details are received.

The revised service norms

1. Mismatch in signature: for a minor mismatch, the RTA will intimate the holder about the mismatch and provide 15 days for raising any objection... In absence of any objection, the service requests will be processed. The timeline to process the service request will commence after the aforesaid 15 days. For a major signature mismatch or unavailability of present signature, the holder must furnish original cancelled cheque with name of the security holder printed on it/ self-attested Bank Passbook/Bank Statement, and banker's attestation of the signature in the SEBI prescribed form.

2. Mismatch in name: for a minor mismatch, the RTA collects additional document such as Aadhaar Card or valid Passport or Diving License; for a major mismatch of name due to marriage or otherwise, documents such as marriage certificate, publication of name change in Official Gazette etc.

3. Proof of address: any one of valid Passport, Driving License, Utility bills, not more than 3 months old, proof of address in name of spouse (along with self-attested copy of Identity Proof of the holder). The RTA should send intimation to both the old and the new address... and provide a window of 15 days to raise any objection. In absence of any objection, the change request will be processed. However, the address change request can be processed without holding for 15 days... if signature of the holder matches with the record available with RTA.

Two important protections for investors. Hardcopies of supporting documents... are to be self-attested by the holder. RTAs should not insist on affidavits/ attestation/ notarisation of these documents. And RTAs should not insist on indemnity for any service requests, except for transmission and request for issuance of duplicate securities, unless the law requires it.

Three modes of submission: self-attested and dated hard copies through Post · E-Signed electronic copies · In Person Verification (IPV) mode i.e. original documents verified by authorised person of RTA and copies of the same is retained with IPV stamping, date and initials.

Acknowledgement: with IPV, the RTA shall provide acknowledgement with IPV stamping with date and initials; in any other mode, by intimating the security holder through post or by sending e-mail on the registered e-mail ID.

13.3 Issue of duplicate certificates

If a certificate for securities is lost, the security holder can apply to the R&T Agent for a duplicate certificate. The security holder must intimate the R&T Agent of the loss following which a 'Stop Transfer' shall be marked on the lost securities. It is mandatory for the security holder to file a Police Complaint/ FIR/e-FIR, reporting loss of the securities and furnish proof to the R&T Agent.

Where securities were lost in transit before transfer of ownership, the proposed transferee is required to provide proof of purchase such as contract note and proof of payment if the shares were purchased from a stock exchange. If the shares were purchased in an 'off-market' deal, the claimant is required to ask the security holder to apply for a duplicate share certificate and also execute a fresh instrument of transfer (Form No. ISR-4).

The proposed transferee / claimant has to furnish an indemnity bond and an Affidavit attested by a Notary Public or First Class Magistrate. If the value of the securities is above a specified limit, the proposed transferee/claimant is also required to advertise the loss of securities in the Gazette and/or in a widely circulated newspaper, circulating at the place where the Registered Office of the Company is situated.

The R&T Agent shall verify the documents and send them to the Issuer Company for approval. On receipt of the approval, the duplicate certificate shall be issued with the legend, "Duplicate certificate issued in lieu of certificate no._______" printed on it. The stamp duty, as applicable, has to be paid on it.

The process has to be completed within a period of 30 days from receipt of duly completed documents.

The first sample question tests this — 30 days.

The Stock Exchange where the securities are listed shall also be informed of the loss of certificate and issue of duplicate certificates within 2 days of getting the information.

Two days to the exchange.

The simplified documentation — SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 dated May 25, 2022:

1. Submission by the security holder of copy of FIR including e-FIR/Police complaint/Court injunction order etc. necessarily having details of the securities, folio number, distinctive number range and certificate numbers.

2. Issuance of advertisement regarding loss of securities in a widely circulated newspaper.

The above documents are not applicable if the value of securities, as on the date of submission of application... does not exceed Rs.10 Lakhs.

3. Submission of standardised Affidavit cum Indemnity bond as per the format prescribed by SEBI. However, there shall be no requirement of submission of surety for issuance of duplicate securities.

No surety needed.

Annexure 13.2 lists the documents: Indemnity Bond on stamp paper of Rs. 200 signed by all holders along with two guarantors and two witness who are different from the guarantors · ID proof and IT returns of Guarantors · Affidavit on Stamp paper of Rs. 100 · Original Copy of FIR · Self-attested copy of PAN Card · Newspaper advertisement in original, plus for corporates a Board Resolution and List of Authorised Signatories.

Who may be a guarantor: Gazetted Officers · SEBI registered brokers · Chartered Accountants in practice (with membership no. and seal) · Company Secretaries in practice (with membership no. and seal) · Advocates (with Bar Council number) · Doctors (with IMA Registration number) — and failing these, Guarantee from any other person may be accepted provided a copy of previous year's income tax return filed by such a person... is submitted.

Two waiting periods in the approval process: if the address on the indemnity bond differs from the master, send intimation letter to the address in the system and wait 7 days for reply; and write to guarantors and wait for 15 days.

Other checks include the dividend status for the last 3 years, the Trigger / Watch List / Fraud Address List for all addresses including the guarantor's, and that if there is a request for change in address – the issue of duplicate certificates will follow only after the change of address is settled.

13.4 Stop Transfers

A security holder can request the R&T Agent to effect a "Stop Transfer" against securities that have been lost. The R&T Agent shall give effect to this and call for an FIR/ Acknowledged copy of police complaint. Stop transfer is also noted where a restraining Order from a Court of competent jurisdiction is received.

If FIR/ Acknowledged copy of police complaint is not submitted within 21 days from the date of notice of loss to the R&T Agent, the direction to 'stop transfer' shall be removed.

Twenty-one days for the FIR.

If the holder of the securities requests for removal of a 'stop transfer' direction, the R&T Agent will give effect to the same after verifying the signature of the holder. The removal of the stop transfer direction shall be communicated to the holder.

If the R&T Agent receives a document for certain service requests against which a 'stop transfer' directive has been recorded, the R&T Agent intimates the holder of the same or processes the request after due verification.

If the documents to support the 'stop transfer' directive are not received by the R&T Agent within a period of 15 days from informing the holder about the receipt of documents, the R&T Agent can process the service request, subject to the documents lodged being in order.

If the supporting documents are received from the security holder, then the service request shall not be processed.

And one more trigger: in case a security holder intimates that documents sent by the R&T Agent are not received by the holder, the R & T Agent records a 'stop transfer' on the securities and keeps the stock exchanges informed.

13.5 Transmission

On the death of a security holder, the surviving holder(s) shall apply for deletion of the name of the deceased holder and transmission of the securities to the surviving holder(s). The request has to be submitted to the R&T Agent in the prescribed form along with the original certificates for the securities, a certified true copy of the death certificate and self-attested photocopy(ies) of PAN Card(s) of the surviving holder(s).

On receipt of the same, the R&T Agent shall verify the documents, record the death in their document registration system by assigning a number, delete the name of the deceased holder, update the Register of Members and send the certificates to the first surviving holder who now becomes the first security holder.

Single holder with a nominee

If the deceased security holder who was a single holder had registered a nomination, then the nominee can apply for the transmission of shares to his name. This shall be supported by a certified true copy of the death certificate, completed transmission form, self-attested copy of PAN Card of the nominee as proof of identity.

After verifying the documents, the R&T Agent will effect the transmission. This involves updating the Register of Members with the information of the nominee and scanning the signature of the nominee for the records before sending the share certificate to the new holder.

The third sample question tests whether transmission needs multiple holders — it is false. A single holder's shares pass to the nominee or the legal heir.

Single holder without a nominee

If the deceased security holder who was a single holder did not have a registered nominee, then the legal heir can apply for the transmission of shares to his name. This shall be supported by a certified true copy of the death certificate, completed transmission form, self-attested copy of PAN Card of the legal heir as proof of identity, a notarized affidavit from all legal heirs made on non-judicial stamp paper of appropriate value and copies of any other requisite documents (such as succession certificate/ probate of will/ will along with notarized indemnity bond/ letter of administration etc.). In case the legal heir(s)/claimant(s) is named in any transmission documents, an affidavit from such legal heir(s)/claimant(s) alone would be sufficient.

The LODR thresholds

As per SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (LODR), if the value of the securities is upto Rs. 5 lakhs per listed entity as on the date of application... in case of securities held in physical mode and upto Rs. 15 lakhs per beneficial owner in case of securities held in dematerialized form, the following documents may also be submitted:

No objection certificate from all legal heir(s) who do not object to the transmission or copy of family settlement deed duly notarized and executed by all legal heirs of the deceased holder; and

An Indemnity bond made on appropriate non judicial stamp paper, indemnifying the Share Transfer Agent/listed entity

After verifying the documents and obtaining the approval of the Issuer Company, the R&T Agent will remove the 'stop transfer' on the securities, capture the information about the legal heir/claimant including signature for the records, update the Register of Members, endorse the legal heir / claimant as the security holder on the original certificate and dispatch the certificate to the new holder.

And the IEPF link: the transfer of shares by the companies to the IEPF Account shall be deemed to be transmission of shares.

The time limits: the R&T Agent has to give effect to the transmission of securities held in dematerialised mode and physical mode within 7 days and 21 days respectively of receiving all valid documents.

7 days demat; 21 days physical.

After processing — the Letter of Confirmation

Annexure 13.3 sets out what follows: the RTA shall intimate the claimant(s) about its execution... by way of issuing a Letter of Confirmation; it shall retain the physical securities... and deface the certificate with a stamp "Letter of Confirmation Issued"; the LOC contains details of folio and demat account number (if available); it is sent through Registered / Speed Post with a digitally signed copy... through e-mail.

Within 120 days of issue of the Letter of Confirmation, the claimant(s) shall submit the demat request, along with the original Letter of Confirmation or the digitally signed copy... to the Depository Participant ("DP").

Reminders: the RTA / Issuer Companies shall issue a reminder after the end of 45 days and 90 days from the date of issuance of the Letter of Confirmation.

45 and 90 days; deadline 120 days.

In case of non-receipt of demat request from the claimant(s) within 120 days of the date of issue of the Letter of Confirmation, the securities shall be credited to Suspense Escrow Demat Account of the Issuer Company.

The Suspense Escrow Demat Account rules: companies must open a separate Demat account with the nomenclature "Suspense Escrow Demat Account"; where a claimant fails to lodge within 120 days the RTA shall move the said securities to a physical folio "Suspense Escrow Demat Account" and issue a consolidated letter of confirmation to the Company... on monthly basis; the listed entity then shall dematerialise these securities... within seven days of receipt of such LOC from RTA; it shall maintain details of the security holding of each individual securities holder(s); and the account shall be held by the listed entity purely on behalf of the securities holders, the securities not... transferred in any manner whatsoever except for the purpose of moving the securities... to the security holder's claimant's Demat account.

To claim from it: a. Duly filled in and signed form ISR-4 b. Client master list ('CML') of the Demat account for crediting the securities... provided the details in the CML should match with the details recorded with the RTA / issuer company.

13.6 Timelines pertaining to investor services

From SEBI Circular No.: SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/67 dated May 14, 2025.

Note the pattern: 15 days for the routine, 30 days for the weightier, 21 for transmission and grievances, and just 6 for IPO allotment.

13.7 Online processing

Holders of physical security certificates are required to submit various documents to the RTAs with respect to various service requests/ complaints. In order to digitize this process, SEBI notified a mechanism for the investor to lodge service requests and complaints online; track the status and obtain periodical updates.

The benefits: Database for service requests and complaints · Online acknowledgement and intimation to the investor · Online tracking of status of service requests and complaints by investors

In Phase I of the Online Portal, all RTAs servicing listed companies shall have a functional website mandatorily displaying the relevant information, such as RTA registration number, registered head office/branch address, names and contact details of Key Managerial Personnel, procedures for filing service requests/complaints etc. Also, all RTAs shall set up a user-friendly online mechanism/portal for service requests/ complaints.

In Phase II of the Online Portal, all RTAs to have a common website, made and operated by QRTAs from July 1, 2024, through which investors shall be redirected to individual web-based portal/website of the concerned RTA for further resolution by putting the name of the listed company.

A common website operated by the QRTAs.

13.8 Annual General Meeting

The R&T Agent assists in conducting Annual General Meeting (AGM) / Extraordinary General Meeting (EGM) / Court Convened Meeting (CCM) and postal ballots including gadget based (tab) electronic voting facility if desired and acts as a connecting link between the Client (issuer company) and their Shareholders.

The R & T Agent assists the listed entity to send the annual report in not less than 21 days before the annual general meeting in the following manner to the shareholders:

(a) Soft copies of full annual report to all those shareholder(s) who have registered their email addresses for the purpose;

(b) Hard copy of statement containing the salient features of all the documents, as prescribed in Section 136 of Companies Act, 2013 or rules made thereunder to those shareholder(s) who have not so registered;

(c) Hard copies of full annual reports to those shareholders, who request for the same.

Virtual meetings: Ministry of Corporate Affairs (MCA) through various circulars have allowed certain classes of companies to conduct their Annual General Meeting (AGM) through video conferencing (VC) or other audio-visual means (OAVM), extended till further orders — but this General Circular shall not be construed as conferring any extension of statutory time for holding of AGMs.

For companies providing e-voting:

In such meetings, other than ordinary business, only those items of special business, which are considered to be unavoidable by the board of the company, may be transacted.

In case of a public company, the recorded transcript of the meeting, shall as soon as possible, be also made available on the website (if any) of the company.

Convenience of different persons positioned in different time zones shall be kept in mind before scheduling the meeting.

To ensure that such meeting allows two way teleconferencing or webex for the ease of participation of the members and the participants are allowed to pose questions concurrently or given time to submit questions in advance on the e-mail address of the company. Such facility must have a capacity to allow at least 1000 members to participate on a first-come-first-served basis.

At least 1000 members.

13.9 E-Voting

The e-Voting platform aims to improve transparency and Corporate Governance standards and also helps in reducing the administrative cost associated with Postal Ballot while facilitating declaration of results immediately after the close of the voting. Additionally investors are also benefited where they can cast their votes on till last day from the comfort of their home / office, while eliminating the chances of their votes being declared invalid.

Advantages of E-Voting: To eliminate paper in the voting process. This involves sending of notices and ballot papers and receiving the said ballot votes. Facilitate electronic voting on resolutions of companies in a fair and transparent manner for all classes of security/stakeholders. Enable security holders to vote at a time and place of their convenience. Eliminate postal and other natural delays which cause a hindrance to postal ballot. Increase shareholder participation in shareholder meetings.

The single login reform: despite the various advantages of e-voting facility, the usage of the same is negligible at the public non-institutional shareholders/ retail shareholders level due to the requirement of maintaining separate login ids for each e-voting service providers (ESP). In order to make the voting process more efficient and seamless, SEBI has enable e-voting to all demat account holders by way of a single login credential through their demat accounts/ websites of Depositories/ Depository Participants.

However, ESPs may continue to provide the facility of e-voting as per the existing process to all physical shareholders and shareholders other than individuals viz. institutions/corporate shareholders.

13.10 Responsibilities of the RTA during AGMs

Pre-AGM

Set up e-Voting event, upload the data base and create user id/password credentials. Create e-Voting instructions along with Notice and credentials

Send the Notice by email / speed post / registered post / courier / fax as per prescribed timelines i.e. 25 days in advance in case of post/Courier and 21 days in advance case of email. The notice shall be sent to Members, Statutory auditors, Secretarial auditors, all directors, Debenture trustee (if any).

25 days by post; 21 days by email.

Arrange for upload of AGM notice on company and e-voting websites.

Activate the e-voting site as per the date given by the company and close the session on the previous day of the AGM at 5.00PM.

Prepare Attendance Registers, Proxy Register.

Ensure the proxy forms are received by the Company at least 48 hours before the time fixed for holding the AGM (including major shareholders and representation letters from financial institutions)

48 hours for proxies.

During the AGM

Ensure Quorum is present in the meeting. Quorum is based on the number of the members of the Company. RTA to inform number of registrations (members, Proxies) to the company secretary.

Make the arrangements for video web casting of the AGM proceedings & Activate as per the AGM schedule time.

Activate the e-Voting at the AGM as per the Chairman instructions. Note down conclusion time of the AGM and conclude the e-Voting session

Post-AGM

Provide the Attendance Register, Votes polled in the remote voting and at the AGM and the results thereof.

The Investor Charter — rights of investors

Right to receive all the benefits/ material information declared by the Company · Right to fair and equitable treatment · Right to actively participate in the AGM / EGM of the company & E-voting events... · Right to approach RTA, Depository, Company, Stock Exchange or SEBI for resolution within prescribed timelines · Right to ask for and receive information about all the statutory and regulatory disclosures · Right to sell/transfer securities with minimal documentation · Right to get access to services in a suitable manner even if differently abled · Right to get access to educational materials of RTAs · Right to get customised services as per requirement at fair price · Right to have access to the escalation matrix for communication with the RTA · Right to not be bound by any clause prescribed by the Issuer Company/RTA which are contravening to the Regulatory provisions · Right to get updates with respect to various service requests filed with the RTA

Do's include encashing dividend/Interest regularly to avoid transfer of unclaimed amount/underlying securities to IEPF; ensuring PAN is registered with the RTA for all your folios; ensuring nomination is registered for all your securities to smoothen the transmission; keeping KYC and bank details current; informing the RTA promptly of any loss; and monitoring all corporate announcements.

Don'ts include keeping folios without PAN or without nomination; dealing with unauthorized persons for any investor service requests; and sharing security details, viz., folio number, certificate number, distinctive number(s), bank details, specimen signature, KYC documents, etc. with unknown person(s).

The chapter's sample questions confirm that a duplicate certificate must be issued within 30 days of submission of duly completed documents; that on registering a PoA the R&T agent assigns a registration number; that it is FALSE that transmission is possible only where there are multiple holders; that it is TRUE that a change of address request needs the signature of the first holder; and that Form 15G is for shareholders below 60 years of age.