Model Tripartite Agreement between the Issuer Company, Existing Share Transfer Agent and New Share Transfer Agent as per Regulation 7(4) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 - SEBI - SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/79

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..... s prescribed by SEBI. 2. As per regulation 7(4) of SEBI LODR Regulations, 2015, “in case of any change or appointment of a new share transfer agent, the listed entity shall enter into a tripartite agreement between the existing share transfer agent, the new share transfer agent and the listed entity, in the manner as specified by the Board from time to time.” 3. In this respect, a model Tripartite Agreement has been prepared in consultation with Registrar Association of India (RAIN) and some issuer companies. Format of the Tripartite Agreement is placed at Annexure-A. 4. RTAs and listed companies are advised to: 4.1. publish the format of tripartite agreement on their respective websites.: 4.2. comply with the conditions laid down in this circular; 4.3. make necessary amendments to the relevant bye-laws, rules and regulations, operational instructions, as the case may be, for the implementation of the above circular. 5. RTAs are advised to submit compliance of the direction given in para 4.1 above to SEBI vide email at rta@sebi.gov.in latest by June 01, 2023 along with the link of their website containing the format of tripartite agreement. 6. This circular is issued in .....

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Model Tripartite Agreement between the Issuer Company, Existing Share Transfer Agent and New Share Transfer Agent as per Regulation 7(4) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 - SEBI

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..... hange/s) and has number of shareholders and has to render services relating to transfer, transmission etc, in accordance with its Article of Association. 2. The Issuer had an agreement dated ___________ with the Existing STA to render services to its shareholders. The Issuer vide its letter dated __________ has given notice to the Existing STA to discontinue its services and has appointed New STA w.e.f. _________________ as per the Board Resolution dated 3. The New STA is a Securities and Exchange Board of India registered share transfer agent having registration no: ________________ and the Issuer has approached the New STA to act as its share transfer agent and the New STA has accepted the assignment. 4. In terms of regulation 9A (1) (b) Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agent) Regulations, 1993, the New STA and the Issuer have entered into an agreement dated ______ 5. In terms of regulation 7(4) of Securities and Exchange Board of India (Listing Obligation and Disclosures Requirements) Regulations, 2015, the Issuer is required to enter into an Agreement with the Existing STA and New STA at the time of change of the Existing STA. NOW .....

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..... Issuer. The Existing STA has elaborately listed out all the missing records/ data and documents in the Annexure-I enclosed. The Existing STA has also mentioned whether the said records/ data and documents were missing at the time of their appointment as share transfer agent or the same were handed over to them by the Issuer/ previous share transfer agent and records/ data and documents have been subsequently misplaced at their end. 14. The New STA has acknowledged the receipt of the records/ data and documents and has performed a sample check on the records/ data and documents. 15. The discrepancies, if any, have been brought to the notice of Existing STA and the Issuer and have been incorporated in the Annexure-I. 16. The capital reconciliation of the Issuer (i.e. Issued Capital = NSDL holding + CDSL holding + physical shareholding) has been be carried out by the New STA. The Existing STA has provided such capital reconciliation for data being handed over as on cut-off date. 17. The New STA shall process various investor requests by using the data as provided by the Existing STA in good faith. 18. The Existing STA has provided its full co-operation to resolve the discrepancies in .....

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..... this Agreement shall be submitted by the Issuer to the stock exchange(s) wherever the Issuer shares are listed. In terms of the provisions of the Securities and Exchange Board of India (Listing Obligation and Disclosures Requirements) Regulations, 2015, intimation is required to be given to the stock exchange(s) within seven days of signing of the Agreement and the copy of this Agreement is to be tabled at the subsequent meeting of the Board of Directors of the Issuer. 27. All the disputes and the differences that may arise in future as regards this Agreement shall be resolved amicably and expeditiously and if such attempts fail, the same shall be resolved as per the provisions under law, for the time being in force. 28. The provisions of this Agreement shall always be subject to any rules, regulations, guidelines and circulars issued by Securities and Exchange Board of India and other provisions of law in force. 29. The Issuer has taken special contingency insurance policy to cover risk out of fraud, forgery, errors of commission/ omission, etc. 30. Words and expressions which are used in this Agreement, but which are not defined herein shall, unless the context otherwise requires .....

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..... s of Association& board resolutions for corporate bodies, 11. Register and file of mandate cases along with soft copy. 12. File of original executed indemnities, Affidavits, etc. along with all supporting documents received for duplicate certificate issue, refund 13. File of stop transfer cases, related correspondence/court injunction/ other orders, etc. 14. Soft copy of previous year's Annual Return filed with ROC. 15. Allottee registers for all issues (public/rights) 16. Non allottee registers 17. Allottee and non allottee IPO / rights applications 18. Bank schedules 19. Bulk registers 20. Register of members 21. Paid/unpaid list for refund/dividend (all years) along with soft copy 22. Paid/unpaid list for allotment/call money along with soft copy 23. Reconciliation of refund/dividend accounts 24. Paid warrants refund/dividend, if being stored by Existing STA 25. Paid stubs allotment/call money, if being stored by Existing STA 26. Correspondence with shareholders 27. File of legal cases/court/consumer forum/CBI /Police cases 28. Files of SEBI/NSE/BSE/RoC queries replies 29. Undelivered postal articles (share certificates/refund/DDs/div war) 30. Original documents for nomi .....

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