Model Tripartite Agreement as per Regulation 7(4) of SEBI

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

1. As per regulation 9A (1)(b) of SEBI (Registrar to an Issue and Share Transfer Agent) Regulations, 1993: “Without prejudice to its obligations under any other law for the time being in force, RTA shall enter into a legally binding agreement with the body corporate or the person or group of persons for or on whose behalf it is acting as a registrar to an issue or a share transfer agent stating therein the allocation of duties and responsibilities between itself and such body corporate or person or group of persons, as the case may be”.Accordingly, vide circular dated October 11, 1994 (now rescinded due to issuance of Master Circular for Registrars to an Issue and Share Transfer Agentsdated May 17, 2023),draft Bipartite Agreement was prescribed by SEBI.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 [email protected] by June 01, 2023 along with the link of their website containing the format of tripartite agreement.
   
6. This circular is issued in exercise of powers conferred by 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.

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