NISM Series II-A (RTA Corporate) study materials
NISM Series II-A (RTA Corporate) study resources

NISM Series II-A (RTA Corporate) key terms

NISM Series II-A (RTA Corporate) · Get comfortable with the vocabulary.

Registrar to an Issue

A SEBI-registered intermediary appointed by a company that issues securities to handle applications, allotment, refunds, and investor records during a public or rights offering.

Related: Share Transfer Agent, Basis of Allotment
Share Transfer Agent

A SEBI-registered intermediary that maintains the register of members and processes transfers, transmissions, and related record updates for a listed company's securities.

Related: Registrar to an Issue, Register of Members
Category I Registrar

A registrar permitted to act for issuers of any size and to handle both issue management and ongoing transfer work, having met the higher net worth and infrastructure criteria.

Related: Category II Registrar, Certificate of Registration
Category II Registrar

A registrar restricted to smaller issues and limited activities, subject to lower capital requirements, and barred from acting for large or frequently issuing companies.

Related: Category I Registrar, Net Worth Requirement
Certificate of Registration

The formal approval granted by SEBI that authorises an entity to carry on registrar or share transfer agent activity, subject to stated conditions.

Related: Category I Registrar, Net Worth Requirement
Net Worth Requirement

The minimum capital cushion an applicant must demonstrate, computed as paid-up capital plus free reserves less intangible assets and accumulated losses, to qualify for registration.

Related: Certificate of Registration, Category II Registrar
Code of Conduct

The schedule of ethical and operational duties prescribed for registrars and transfer agents, covering fair dealing, confidentiality, record keeping, and avoidance of conflicts.

Related: Fiduciary Duty, Investor Grievance Redressal
Register of Members

The statutory record listing every holder of a company's shares, showing names, addresses, and holdings, which determines entitlement to notices, dividends, and voting.

Related: Share Transfer Agent, Beneficial Owner
Register of Debenture Holders

The statutory record of persons holding a company's debentures, maintained in parallel with the members' register and used to establish interest and redemption entitlements.

Related: Register of Members, Redemption
Beneficial Owner

A person whose name appears as the holder in the records of a depository, holding rights in securities that are held in dematerialised form through a depository participant.

Related: Depository Participant, Register of Members
Depository Participant

An intermediary registered with a depository that opens and services demat accounts for clients and routes instructions on transfers and pledges to the depository.

Related: Beneficial Owner, Demat Account
Demat Account

An account maintained with a depository participant in which securities are held electronically, replacing physical certificates and enabling book-entry transfer.

Related: Depository Participant, Rematerialisation
Rematerialisation

The process of converting electronically held securities back into physical certificates, initiated by the holder through the depository participant.

Related: Demat Account, Share Certificate
Share Certificate

A physical document issued under the company's seal evidencing the holder's title to a stated number of shares, bearing distinctive numbers.

Related: Rematerialisation, Transmission
Transmission

The transfer of title to securities by operation of law, such as on death, insolvency, or lunacy, rather than by a voluntary sale, and handled on production of specified documents.

Related: Nomination, Succession Certificate
Nomination

A facility allowing a holder to name a person who will receive the securities on the holder's death, simplifying transmission and reducing documentation for the nominee.

Related: Transmission, Succession Certificate
Succession Certificate

A court-issued document establishing a person's right to inherit the securities of a deceased holder, often required where no valid nomination exists.

Related: Transmission, Nomination
Transposition

A change in the order of names of joint holders, which alters the priority of entitlement to dividends and notices and requires a signed request from all holders.

Related: Joint Holding, Register of Members
Joint Holding

An arrangement where two or more persons hold securities together, with the first-named holder receiving communications and survivorship applying on death.

Related: Transposition, Transmission
Stop Transfer

A flag placed on a holder's account that prevents processing of transfer requests, typically applied when a dispute, court order, or fraud allegation is under examination.

Related: Transfer Deed, Investor Grievance Redressal
Transfer Deed

The prescribed instrument, executed by transferor and transferee, that conveys title to physical securities and accompanies the certificate for registration.

Related: Stop Transfer, Share Certificate
Deficiency Letter

A written communication from the registrar to the lodger listing defects in a transfer document set and requesting rectification within a stated period.

Related: Transfer Deed, Rejection of Transfer
Rejection of Transfer

The refusal to register a transfer where documents remain defective or the transfer is barred by law, requiring notice to the parties and return of the lodgement.

Related: Deficiency Letter, Stop Transfer
Basis of Allotment

The SEBI-approved formula used to finalise share allocation in an oversubscribed issue, including the lottery mechanism applied to the retail category.

Related: Registrar to an Issue, Refund
Refund

The return of application money to unsuccessful bidders, effected through the banking system within the timeline fixed by regulation.

Related: Basis of Allotment, ASBA
ASBA

Application Supported by Blocked Amount, a mechanism where the applicant's bank blocks funds in the account until allotment, with only the allotted amount debited.

Related: Refund, Basis of Allotment
Allotment

The formal act by which a company issues securities to applicants, creating a binding entitlement and triggering the obligation to credit or despatch the securities.

Related: Basis of Allotment, Listing
Listing

The admission of a company's securities to trading on a recognised stock exchange, following which ongoing compliance and transfer obligations apply.

Related: Allotment, Depository Participant
Redemption

The repayment of principal on debentures or preference shares at maturity or on a scheduled date, after which the securities are extinguished and records updated.

Related: Register of Debenture Holders, Interest Payment
Interest Payment

The periodic distribution of coupon to debenture holders, requiring the registrar to maintain accurate holder records and bank mandates.

Related: Redemption, Register of Debenture Holders
Investor Grievance Redressal

The documented process by which a registrar receives, investigates, and resolves investor complaints within prescribed timelines, with escalation to SEBI if unresolved.

Related: Code of Conduct, Stop Transfer
Fiduciary Duty

The obligation of a registrar or transfer agent to act in the best interests of holders and the issuer, avoiding misuse of confidential information or personal gain.

Related: Code of Conduct, Record Retention
Record Retention

The requirement to preserve books, documents, and records for a specified minimum period, keeping them available for inspection by SEBI or the issuer.

Related: Fiduciary Duty, Internal Audit
Internal Audit

A periodic independent examination of a registrar's operations and records, conducted as required by regulation and reported to the management and SEBI.

Related: Record Retention, Code of Conduct
Agreement with Issuer

The written contract between a registrar and the issuing company setting out scope, fees, service standards, and responsibilities for the assignment.

Related: Registrar to an Issue, Code of Conduct
Due Diligence

The investigation a registrar performs before accepting an assignment or processing a transaction, verifying documents, authority, and absence of legal impediments.

Related: Agreement with Issuer, Stop Transfer
Know Your Client

The identification and verification process applied to holders and applicants to prevent fraud, impersonation, and money laundering in securities transactions.

Related: Due Diligence, Beneficial Owner