**Summary:**
SEBI Circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/644, issued on October 18, 2021, addresses the transmission of securities to joint holders by Registered Registrars to an Issue and Share Transfer Agents (RTAs). The circular clarifies that RTAs must comply with clause 23 of Table F in Schedule 1, read with Sections 56(2) and 56(4)(c) of the Companies Act, 2013, when transmitting securities to surviving joint holders upon the demise of one or more joint holders. This directive is issued to ensure that transmission is effected, even in cases with potential disputes from legal representatives of deceased holders, provided the company's Articles of Association do not contradict such transmission. The Securities and Exchange Board of India (SEBI) issues this circular under Section 11(1) of the SEBI Act, 1992, and Regulation 101 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to protect investor interests, promote market development, and regulate the securities market. For further information, contact Dinesh Joshi, Deputy General Manager, Market Intermediaries Regulation and Supervision Department.
Key Entities Referenced
Securities and Exchange Board of India (SEBI): Regulatory authority for securities markets in India, responsible for investor protection and market regulation.
Companies Act 2013: Indian legislation governing the incorporation, regulation, and winding-up of companies.
Stock Exchanges: Platforms where listed companies' shares are traded.
Registrars to an Issue Share Transfer Agents (RTAs): Entities registered to handle share transfers and related processes for companies.
SEBI Listing Obligations and Disclosure Requirements, 2015: Regulations by SEBI outlining the obligations and disclosure requirements for listed companies.
Dinesh Joshi: Deputy General Manager at Market Intermediaries Regulation and Supervision Department.
Market Intermediaries Regulation and Supervision Department: Department within SEBI responsible for regulating and supervising market intermediaries.
Section 11 (1) of the Securities and Exchange Board of India Act, 1992: Legal section granting powers to SEBI to protect investors and regulate the securities market.
CIRCULAR
SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/644 October 18, 2021
To,
All Listed Companies (through Stock Exchanges)
All registered Registrars to an Issue & Share Transfer Agents (RTAs)
Dear Sir / Madam,
Transmission of Securities to joint Holder(s)
1. The norms pertaining to transmission of securities to joint holders(s) are provided
in clause 23 of Table F in schedule 1 read with section 56(2) & 56(4)(c) of the
Companies Act 2013.
2. It has been observed in some cases that due to counterclaim / dispute from the
legal representative of one of the deceased holder, the RTAs have not effected
transmission to the surviving joint holder(s).
3. In this regard, RTAs are hereby advised to comply with the aforesaid provisions of
the Companies Act 2013 and transmit securities in favour of surviving Joint
holder(s), in the event of demise of one or more joint holder(s), provided that there
is nothing contrary to the same in the Article of Association of the company.
4. This circular is being issued in exercise of powers conferred under Section 11 (1)
of the Securities and Exchange Board of India Act, 1992 to protect the interests of
investors in securities and to promote the development of, and to regulate the
securities market read with Regulation 101 of SEBI (Listing Obligations and
Disclosure Requirements), 2015.
Yours faithfully
Dinesh Joshi
Deputy General Manager
Market Intermediaries Regulation and Supervision Department