Registrars to an Issue and Share Transfer Agents – Corporate
The NISM Series II-A paper for Registrars to an Issue and Share Transfer Agents (Corporate) tests two linked functions: running a public issue and servicing securities after listing. Questions draw on the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, ICDR 2018, LODR 2015 and the Companies Act, 2013.
Registration and scope
An RTA needs SEBI registration for each activity - registrar to an issue and/or share transfer agent. LODR Regulation 39 requires a listed entity to appoint a SEBI-registered share transfer agent or handle the work in-house.
Issue work
The registrar validates applications, finalises the basis of allotment with the merchant banker and stock exchange, processes ASBA/UPI mandates, dispatches certificates or credits demat, handles refunds and files the post-issue report.
Ongoing servicing
Under LODR Regulation 40, listed securities transfer only in dematerialised form; RTAs process transmission and transposition of physical holdings. Section 56 of the Companies Act fixes certificate timelines - two months from allotment, one month from receipt of a valid transfer. Dividends are paid within 30 days of declaration (s.127); unclaimed amounts move to the Unpaid Dividend Account within seven days thereafter (s.124) and to the IEPF after seven years. The 1993 Regulations' code of conduct covers confidentiality, fair dealing and record-keeping; grievances run through SCORES, with a quarterly investor-complaint statement under LODR Regulation 13(3).
Worked example
A holder dies leaving physical shares worth ₹12 lakh, no nominee and no will. Because the value is at or below ₹15 lakh, the simplified transmission route applies: death certificate, ISR-1, ISR-2, notarised affidavit, indemnity bond and no-objection from legal heirs. Above ₹15 lakh, a succession certificate, probate or letter of administration is needed.
Traps
Do not treat off-market demat transfers as RTA work - depositories execute them. Do not quote book closure when the question asks for a record date. Never let an RTA decide a disputed title; it checks documents and refers disputes to the company.