Background

With the rapid growth of social media usage in the securities market, instances of misleading and unverified content have also increased. Investors often find it difficult to distinguish between content posted by SEBI-registered entities and that circulated by unregistered persons. This often results into investors losing their hard earned money at the hands of fraudsters. Taking cognisance of this SEBI has issued a circular dt: February 26, 2026 [‘February circular’] in this regard.

In this article we will try to understand the applicability of this circular, pre-dominantly to Infrastructure Investment Trusts (InVITs), Real Estate Investment Trusts (ReITs) and the compliances to be undertaken by them.

Applicability

As per clause 3 of the February circular, it is applicable to all persons regulated by the SEBI as defined under explanation 1 to regulation 16A of SEBI Intermediaries Regulations 20081. As per this definition, this circular is applicable to all market intermediaries, InVITs, ReITs as well as to the trustees and investment managers of INVITs and REITs.

Importantly, the requirements also extend to agents of such regulated entities, including mutual fund distributors and other authorised intermediaries.

However, a point worth noting is that this circular is silent about applicability to individuals like directors, KMPs, compliance officers etc. associated with the entities listed above.

Key Requirements

SEBI has mandated that regulated entities and their agents must prominently disclose their SEBI registered name and registration number:

• On the home page of their social media handles; and

• At the beginning of each video or content related to the securities market.

In cases where an entity holds multiple SEBI registrations, a web link listing all registrations must be provided on the home page, and details of that particular registration, in capacity of which the content is being shared, must be disclosed at the beginning of each specific content.

In case of agents, the additional requirement is that, they must disclose their own registration details in the manner specified above, and in addition to that, they should

also disclose the registration details of that regulated entity for whom they are acting as agent.

This disclosure requirement applies to all securities market-related content posted on social media platforms such as YouTube, Instagram, Facebook, WhatsApp, X, LinkedIn, Telegram, Reddit and similar platforms, including content shared in closed groups. One point worth noting here is that, The list of social media platforms provided in the circular is illustrative and the disclosure requirements can also apply to other social media platforms not listed in the circular.

For example,

If an entity is registered as INVIT and it is desirous of posting any securities market related content on any of its social media handle, then the home page of that entity’s social media account as well as the content itself should contain the registered name and registration number of that INVIT. Further, if the investment manager is posting any security market related content on its own social media account in the capacity of agent of INVIT, then it has to disclose its own registration details as well as the details of the INVIT on whose behalf the content is being posted.

Effective Date

The provisions of the circular will come into effect from May 1, 2026, and will apply to all securities market related content uploaded on or after that date.

Conclusion

This circular reinforces SEBI’s focus on transparency and investor protection in the digital space. Regulated entities, including InvITs and REITs, must now align their social media practices with these disclosure norms to ensure clear identification of authentic market participants and to mitigate the risk of misuse of their names on online platforms.

The post SEBI Mandates Disclosure of Registration Details on Social Media Platforms by SEBI registered entities. first appeared on MMJC.

A. Background:

1. The Securities and Exchange Board of India (SEBI), in coordination with the Industry Standards Forum (comprising ASSOCHAM, CII, and FICCI), had issued a circular dated June 26, 2025, prescribing Industry Standards on “Minimum Information to be provided to the Audit Committee and Shareholders for approval of Related Party Transaction (RPT)”.

2. Industry standards on RPT substituted Para 4 under Part A of Section III-B and Para 6 under Part B of Section III-B of the Master Circular dated November 11, 2024.

3. Now, SEBI, vide Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/135 dated October 13, 2025 (“said Circular”), further amended Section III-B of the Master Circular and Paragraph 7 of the June 26, 2025 Circular, to introduce threshold-based relaxation in furnishing minimum information by substituting the corresponding paragraphs under the relevant circulars as mentioned above.

4. The said circular shall be applicable with immediate effect.

5. The provisions shall not apply to the following categories of listed entities:

• having only non-convertible securities listed or
• High value debt listed entities or
• listed entities having paid up equity share capital not exceeding Rupees 10 crore and net worth not exceeding rupees 25 crore (as on the last day of the previous financial year) or
• listed entity on SME exchange (except where paid up equity share capital exceeding Rupees 10 crore and net worth exceeding rupees 25 crore). 

B. Amendment: Threshold-based relaxation:

1. For any RPT (individually or cumulatively during the financial year, including ratified transactions):
If the value does not exceed 1% of annual consolidated turnover of the listed entity or ₹ 10 crore, whichever is lower, the entity shall furnish “Minimum Information” to the Audit Committee and Shareholders for approval of RPT in the format as specified in Annexure 13A to the said circular.

2. Exemption threshold of Rupees One Crore as specified in Para 3(c) of the RPT Industry Standards shall continue to apply.

3. Listed entities shall follow the format as prescribed in the said circular and RPT Industry Standards, as may be applicable, to ensure compliance with Part A and Part B of Section III-B of the Master Circular read with Regulation 23(2), (3) and (4) of LODR Regulations.

C. Impact of the amendment:

If an RPT is individually or cumulatively taken together during the financial year, including ratified transactions is:

 Note:

1. Annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity
2. Minimum Information shall be provided as per the said circular for approval of RPT only and not for review of any RPT in accordance with regulation 23(3) of LODR.
3. Transaction with a related party whether individually or taken together with previous transactions during a financial year, i.e. from April 2025.
   
   

In respect of listed entities with an annual consolidated turnover of ₹1,000 crore or more, even where the value of related party transaction(s) is below ₹10 crore, the provisions of the said circular shall be applicable, as detailed in the table below.

D. Minimum information to be provided as per Annexure 13A to the circular:

• To Audit Committee
  1. Type, material terms and particulars of the proposed transaction;
  2. Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise);
  3. Tenure of the proposed transaction (particular tenure shall be specified);
  4. Value of the proposed transaction;
  5. The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided);
  6. If the transaction relates to any loans, inter-corporate deposits, advances or investments made or given by the listed entity or its subsidiary:
     1. details of the source of funds in connection with the proposed transaction;
     2. where any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investments,
        • nature of indebtedness;
        • cost of funds; and
        • tenure;
     3. applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; and
     4. the purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT.
     5. Justification as to why the RPT is in the interest of the listed entity;
     6. A copy of the valuation or other external party report, if any such report has been relied upon;
     7. Percentage of the counter-party’s annual consolidated turnover that is represented by the value of the proposed RPT on a voluntary basis;
     8. Any other information that may be relevant.

Note: The requirement of disclosure in Sr. no. 6.1 and 6.2 above, is not applicable to listed banks / NBFCs/ insurance companies/ housing finance companies.

• To Shareholders (as a part of explanatory statement of notice)
  • A summary of the information provided by the management of the listed entity to the audit committee as specified in paragraph 4 of this Section;
  • Justification for why the proposed transaction is in the interest of the listed entity;
  • Where the transaction relates to any loans, inter-corporate deposits, advances or investments made or given by the listed entity or its subsidiary, the details specified under para 4(f) above;
  • A statement that the valuation or other external report, if any, relied upon by the listed entity in relation to the proposed transaction will be made available through the registered email address of the shareholders;
  • Percentage of the counter-party’s annual consolidated turnover that is represented by the value of the proposed RPT, on a voluntary basis;
  • Any other information that may be relevant.

The post SEBI Eases Minimum Information Requirements for RPT Approvals first appeared on MMJC.

Introduction

For several years, pledge of shares in dematerialised form has operated within a largely system-driven framework under the Depositories Act, SEBI regulations, and depository bye-laws. The regulatory focus has predominantly been on the mechanics of creation and invocation within the depository system, with limited explicit emphasis on the broader contractual rights and obligations that govern a pledge under general law.

The SEBI has issued a circular dated February 05^th, 2026[1] (“said circular”) marks a clear and deliberate shift in approach. This move aims to align depository processes with the Indian Contract Act, 1872 during the invocation of pledges.

Historical Context

Early SEBI and Depository Communications (2010 onwards)

As early as 2010, SEBI and depositories were concerned with misuse of the pledge concept:

• off-market transfers were being labelled as “pledge”; and
• ownership was being altered without following the depository framework.

Accordingly, SEBI and depositories (NSDL/CDSL) clarified that:[2]

• pledge of demat securities must be created only through the depository system; and
• any off-market transfer results in change of beneficial ownership and cannot be treated as pledge.

The emphasis was squarely on form, process, and system integrity.

Margin Pledge Reforms (2020)

SEBI’s February 2020 margin pledge and re-pledge reforms brought greater transparency and strengthened investor protection, particularly in broker–client arrangements.

While these reforms streamlined the operational aspects of pledging within the depository system, they did not expressly require reasonable notice before enforcement or explicitly recognise the pledgor’s statutory right of redemption under the Indian Contract Act, 1872.

The application of the Contract Act was understood in principle, but it was not formally incorporated into the depository framework.

Existing procedure in case of invocation

The existing procedure followed in case of invocation as per FAQs published by Central Depository Services (India) Limited (“CDSL”) provides that, “the pledgee may instruct the DP to invoke the pledge by submitting Invocation Request Form’ (IRF). On execution of this instruction, the securities are moved from Pledgor’s account to the pledgee’s account. Invocation does not require any confirmation from the pledgor. Pledgor is informed of the movement of securities by his DP.”

National Securities Depository Limited (“NSDL”) had published FAQs on Pledge which provides that, “If the loan is not repaid, the pledgee, after giving notice to the pledgor as per the terms of the agreement, may instruct its DP to invoke the pledge by submitting the “Pledge Form” with a tick on “Invoke Pledge”. On execution of this instruction, the securities are transferred into the pledgee’s account. This does not require any confirmation from the pledgor.”

Hence, it is seen that in practice Pledgee (lendor) was intimating the pledgor (borrower) as per terms of the agreement or DP was informing the pledgor of the movement of securities in case of invocation of pledge. There was no express provision which required intimation to be given to pledgee in case of invocation.

What has changed as per the SEBI Circular dated February 05^th, 2026

SEBI has now amended the Master Circular for Depositories vide the said circular, by inserting paragraphs 4.13.3 to 4.13.5[3], with effect from April 06^th, 2026.

• Express Undertaking to Comply with the Indian Contract Act

Depositories are required to include in their Pledge Request Forms a clear undertaking from the pledgee that reasonable notice will be given to the pledgor and that Sections 176[4] and 177[5] of the Indian Contract Act will be complied with.

In addition, both the pledgor and pledgee must undertake to abide by the Contract Act, the Depositories Act, SEBI regulations, circulars and applicable bye-laws.

This converts what was earlier implicit legal applicability into an explicit, enforceable undertaking.

• Standardised Pledge Request Form

Till now CDSL and NSDL were maintaining two versions of Pledge request form respectively. Vide the said circular Depositories are mandated to maintain a standardised format of the Pledge Request Form.

• Mandatory Intimation on Invocation

At the time of invocation of pledge, the depository must send an intimation to both the pledgor and pledgee confirming that the pledge has been invoked and that the pledgee has been recorded as the beneficial owner under the DP Regulations.

Impact of the said circular:

• By expressly incorporating Sections 176 and 177 of the Indian Contract Act into the depository framework, the circular clarifies that a default by the pledgor does not automatically extinguish the pledgor’s rights.

• Invocation of pledge cannot be treated as equivalent to sale, and the statutory right of redemption as per Indian Contract Act continues until the actual sale of the securities.

• Invocation must be preceded by reasonable notice, and any sale carried out without adherence to Contract Act principles may be open to legal challenge.

Conclusion

The said circular expressly and formally aligns the depository pledge mechanism with the Indian Contract Act. It reinforces that invocation of pledge is a legal enforcement action, subject to notice and redemption rights, and not merely a system-driven transfer of securities.

[1] https://www.sebi.gov.in/legal/circulars/feb-2026/creation-invocation-of-pledge-of-securities-through-depository-system-_99546.html

[2] Page no 90 of SEBI master circular for Depositories https://www.sebi.gov.in/legal/master-circulars/dec-2024/master-circular-for-depositories_89245.html

[3] Page no 2- https://www.sebi.gov.in/legal/circulars/feb-2026/creation-invocation-of-pledge-of-securities-through-depository-system-_99546.html

[4] 176. Pawnee’s right where pawnor makes default.—If the pawnor makes default in payment of the debt, or performance, at the stipulated time of the promise, in respect of which the goods were pledged, the pawnee may bring a suit against the pawnor upon the debt or promise, and retain the goods pledged as a collateral security; or he may sell the thing pledged, on giving the pawnor reasonable notice of the sale. If the proceeds of such sale are less than the amount due in respect of the debt or promise, the pawnor is still liable to pay the balance. If the proceeds of the sale are greater than the amount so due, the pawnee shall pay over the surplus to the pawnor.

[5] 177. Defaulting pawner’s right to redeem.—If a time is stipulated for the payment of the debt, or performance of the promise, for which the pledge is made, and the pawnor makes default in payment of the debt or performance of the promise at the stipulated time, he may redeem the goods pledged at any subsequent time before the actual sale of them2 ; but he must, in that case, pay, in addition, any expenses which have arisen from his default.

The post SEBI Aligns Pledge Invocation with the Indian Contract Act, 1872 first appeared on MMJC.

A. Introduction

SEBI has notified a circular dated January 30^th, 2026[1] (“said circular” or “2026 circular”) providing the process that materially alters how securities are credited in demat mode pursuant to common investor service requests (duplicate certificate, transmission/transposition, claim from unclaimed suspense account, and certain corporate actions).

The change is simple in concept: the “Letter of Confirmation (LOC)” step is being removed, and RTAs/issuer companies will instead credit securities directly to the investor’s demat account through a depository-enabled workflow, after prescribed due diligence.

B. Background

Previously, when investors requested services such as the issuance of duplicate certificates, transmission, or transposition for physical shares, the process involved a “Letter of Confirmation” (LOC). Under the Master Circular dated June 23, 2025, RTAs would issue this LOC to the investor, who then had 120 days to submit it to their Depository Participant (DP) to have the shares credited to their demat account. This two-step process often led to delays and increased the risk of document loss.

This newsletter provides following:

1. Existing Provisions vs. New Provisions
2. Step-by-step procedure as per said circular
3. Practical scenario-based question for submitting requests for duplicate certificates.
4. Process of transmission under new regime and important points to be noted

C. Existing Provisions vs. New Provisions

D. Step-by-step procedure as per said circular (new regime: direct credit to investor’s demat)

Step 1: Preparation of Mandatory Documents by the Investor

Before submitting a service request (such as for duplicate certificates, transmission, or transposition), the investor must ensure they have a functional dematerialisation (“demat”) account. The investor must prepare:

• Form ISR-4: The standardized form for service requests.
• Client Master List (CML): A copy of the latest CML for their demat account, which must not be older than two months and must be duly attested by the Depository Participant (DP).
• Demat Conversion Request Form[1]: A duly filled form for converting the physical securities into electronic form.
  

Step 2: Submission to the RTA/Issuer

The investor submits the Form ISR-4, the attested CML, and the demat conversion request form to the Registrar to an Issue and Share Transfer Agent (RTA) or the Issuer Company.

For requests involving renewal, exchange, endorsement, splitting, consolidation, transmission, or transposition, the investor must also submit the original physical securities certificate(s).

Step 3: Verification and Due Diligence

The RTA or Issuer Company verifies the documents and processes the service request. They are responsible for performing the necessary due diligence to ensure the genuineness of the request.

Step 4: Direct Demat Credit Initiation

Once the request is verified and any objections are removed, the RTA/Issuer Company does not issue a physical letter. Instead, they initiate a demat conversion request directly in the depository system.

• The securities are credited directly into the demat account of the holder or claimant.
• This entire process must be completed within 30 days of receiving the valid request.

Step 5: Treatment of Physical Certificates

After processing the request and initiating the credit:

• The RTA retains the original physical securities (if available).
• The certificates are defaced with a stamp stating: “Securities issued in dematerialised form”.
• In cases where the certificate was lost (e.g., duplicate request), there is no requirement for defacing since the physical certificate is unavailable.

Step 6: Intimation to the Investor

Following the confirmation of the demat credit, the Depositories, RTAs, or listed companies send an intimation to the security holder or claimant confirming the successful dematerialisation of the securities.

Additional Notes

Lock-in Securities: If the securities are subject to a lock-in period, the RTA must incorporate the lock-in details and its duration in the depository system while crediting the securities.

E. Effective date and transition

Effective Date: This new procedure officially comes into force on April 02^nd, 2026. Any LOCs issued before this date remain valid for submission to a DP within their original 120-day validity window. After this transition window, the LOC route will be fully phased out.

F. Practical scenario-based question:

What is the step-by-step procedure and mandatory documentation a shareholder must follow to request a duplicate share certificate under the amended provisions effective April 02, 2026, following the removal of the Letter of Confirmation (LOC) requirement?

1. Ensure You Have a Demat Account
2. Prepare the Mandatory Documents: You must submit the following documents to the RTA of Listed Company:
   • Form ISR-4: The standardized form for investor service requests.
   • Latest Client Master List (CML): A copy of your CML that is not older than two months and is duly attested by your Depository Participant (DP).
   • Demat Conversion Request Form: A duly filled form to facilitate the electronic credit.
3. Provide Security-Specific Documentation[3] The documentation required for the duplicate request depends on the value of the securities (calculated based on the closing price at a recognized stock exchange the day before submission):
   • Value up to Rs. 10,000: You only need to submit a simple undertaking on plain paper in the specified format.
   • Value up to Rs. 10 Lakhs: You must submit an Affidavit-cum-Indemnity bond on non-judicial stamp paper of appropriate value (the value is the higher of the amount prescribed for an affidavit or indemnity individually).
   • Value more than Rs. 10 Lakhs: You must provide the Affidavit-cum-Indemnity bond AND a copy of an FIR (including e-FIR/Police complaint) containing details of the securities (folio number, certificate number, and distinctive numbers). Additionally, the company will publish a newspaper advertisement regarding the loss.
4. Processing by the RTA/Company: Once you submit your valid request:
   • The RTA/Issuer Company will verify your documents and perform necessary due diligence.
   • Direct Demat Credit: Instead of sending you a physical letter, the RTA will initiate a demat conversion request directly in the depository system to credit the shares to your account.
   • Timeline: The entire process must be completed within 30 days of the RTA receiving your valid request.
5. Completion and Intimation
   • Retention of Old Certificates: If you have the physical certificates (e.g., they were torn or mutilated), the RTA will retain them and deface them with a stamp stating: “Securities issued in dematerialised form”. If the certificates were lost, no defacing is required.
   • Confirmation: Once the credit is successful, the Depositories, RTAs, or Listed Company will send you an intimation confirming the successful dematerialisation of your duplicate shares.

Note for Transition: If you were issued a Letter of Confirmation (LOC) before April 02, 2026, that letter remains valid, and you must submit it to your DP within its original 120-day validity period to receive your shares.

G. Process of transmission as per new regime:

The following table details the step-by-step process for transmission requests in both nominee cases and cases where no nomination has been registered, based on the SEBI Master Circular[4] and updated guidelines as of January 30, 2026.

Step-by-Step Transmission Process

[1] https://www.sebi.gov.in/legal/circulars/jan-2026/ease-of-doing-investment-and-ease-of-doing-business-doing-away-with-requirement-of-issuance-of-letter-of-confirmation-loc-and-to-effect-direct-credit-of-securities-in-dematerialisation-account-o-_99421.html

[2] https://nsdl.co.in/services/demat.php

https://www.cdslindia.com/downloads/DP/currentDPs/DP%20%20Operating%20Instructions%20Annexures%20%20as%20on%20%20Sep%2030,%202020.pdf

[3] SEBI Circular dated 30.01.2026 https://www.sebi.gov.in/legal/circulars/jan-2026/ease-of-doing-investment-and-ease-of-doing-business-doing-away-with-requirement-of-issuance-of-letter-of-confirmation-loc-and-to-effect-direct-credit-of-securities-in-dematerialisation-account-o-_99421.html

SEBI Circular dated 24.12.2025 (Duplicate certificates) https://www.sebi.gov.in/legal/circulars/dec-2025/ease-of-doing-investment-review-of-simplification-of-procedure-and-standardization-of-formats-of-documents-for-issuance-of-duplicate-certificates_98668.html

[4] Master circular- RTA (06.02.2026) https://www.sebi.gov.in/legal/master-circulars/feb-2026/master-circular-for-registrars-to-an-issue-and-share-transfer-agents_99567.html

[5] As per amendment in section 213 of the Indian Succession Act 1913 submission of probate is no longer mandated by the provisions of the Act. Listed Companies or RTA may ask for probate as an additional document voluntarily.

The post SEBI Framework for Direct Credit of Securities to Demat Accounts first appeared on MMJC.

A. Introduction

Regulation 40(1) has been amended vide notification dated January 20, 2026¹ to provide that, notwithstanding the general requirement for dematerialisation, registration of transfer of securities executed before April 01, 2019 and held in physical form shall be permitted, subject to conditions specified by SEBI.

Now, on January 30, 2026,² SEBI issued a new circular (“said circular”) aimed at securing investor rights and providing framework for facilitating the transition of physical holdings into the dematerialized (demat) system.

SEBI’s circular dated January 30, 2026 creates a new special window for transfer and dematerialisation of physical securities that were sold/purchased prior to April 01, 2019, which will remain open for one year, i.e. February 05, 2026 to February 04 2027.

B. Background

Physical transfer discontinuation (April 01st, 2019): Transfer of securities in physical mode was discontinued w.e.f. April 01, 2019.

Earlier relief route (re-lodgement): SEBI had clarified that transfer deeds lodged before April 01, 2019, but rejected/returned for deficiencies, could be re-lodged with requisite documents; and a cut-off of March 31st, 2021 was fixed for such re-lodgements.

SEBI recorded representations that some investors missed the March 31, 2021 timeline, leading to the first special window in July 02nd, 2025 (re-lodgement only), and then a broader special window in 2026 (transfer + demat), both anchored to the pre- April 01st, 2019 transaction system.

C. The 2026 Amendment

Recognizing that a segment of investors still held physical securities purchased prior to the 2019 deadline but had not yet successfully transferred them, SEBI has now opened a broader special window. This new amendment (Circular dated January 30, 2026) expands the scope beyond mere “re-lodgement” to include fresh lodgements of physical securities sold or purchased prior to April 01, 2019.

For clarity with regard to applicability of this proposal, below matrix may be referred to:

Execution Date of Transfer Deed	Lodged before 01-04-2019?	Original Share Certificate Available?	Allowed in the proposed window?
Before 01-04-2019	No (it is fresh lodgement)	Yes
Before 01-04-2019	Yes (it was rejected/ returned earlier)	Yes
Before 01-04-2019	Yes	No	✘
Before 01-04-2019	No	No	✘

This amendment creates a statutory exception to the otherwise mandatory dematerialisation regime, limited to:

• Transfer deeds executed prior to April 01, 2019; and
• cases where securities continue to be held in physical form
• special window for this purpose shall start from February 05 2026 to February 04, 2027.

D. Comparison of Provisions: 2025 Window vs. 2026 Window

Under the new framework established by the SEBI Circular dated January 30th, 2026, the procedure for processing investor requests for the transfer and dematerialization of physical securities purchased prior to April 01st, 2019, follows a structured step-by-step process:

Step 1: Submission of Documents

The transferee must submit a request to the Registrar to an Issue and Share Transfer Agent (RTA) or the listed company with the following mandatory documents:

• Original security certificate(s).
• Transfer deed executed prior to April 01st, 2019.
• Proof of purchase by the transferee (as available).
• KYC documents of the transferee (as per ISR forms).
• Latest Client Master List (CML) of the transferee’s demat account, which must be less than two months old and duly attested by the Depository Participant (DP).
• A mandatory Undertaking-cum-Indemnity (as per the format in Annexure-A to the said circular).

Step 2: Verification of Identity and Signature

The RTA or listed company performs a rigorous verification process:

• Identity Verification: PAN, identity proof, and address proof of both the transferee and transferor must be verified.
• Name Mismatch: If the name on the PAN card differs from the transfer deed, the investor must submit additional documents (e.g., Gazette notification or Officially Valid Documents) to explain the difference.
• Signature Verification: If signatures are missing or do not match, the procedure follows the guidelines laid down in the Para B of Schedule VII of SEBI (LODR) Regulations, 2015.

Step 3: Handling Untraceable or Uncooperative Transferors

If the transferor is untraceable, uncooperative, or required documents from them are unavailable:

• The company must publish a newspaper advertisement (one in an English daily and one in a regional language daily at the transferor’s last known address).
• The company must wait 30 days from the date of the advertisement for any objections before proceeding with the transfer. Copy of advertisement shall be posted on website of listed company.
• The investor may be charged a minimal fee for this advertisement. Transfer shall be effective after expiry of 30 days.

Step 4: Processing Timeline

The listed company and RTA are mandated to complete the processing of the transfer request within 70 days from the date they receive the complete documentation from the transferee.

Step 5: Registration and Demat Credit

Once the request is approved:

• Mandatory Demat Mode: Securities can only be credited to the transferee in demat mode.
• Direct Credit: The RTA/Company initiates a demat conversion request in the depository system for direct credit to the investor’s account.
• Defacing Certificates: The physical certificates are retained by the RTA and stamped with “Securities issued in dematerialised form”

Step 6: Implementation of One-Year Lock-in

• The securities are subject to a mandatory lock-in period of one year from the date of registration of the transfer.
• The RTA must intimate the depository to ensure these securities cannot be transferred, pledged, or lien-marked during this period.
• Fraud Detection: If fraud is detected during the lock-in, the lock-in continues indefinitely until a court order is received.

1. https://egazette.gov.in/(S(aikxq4eqe4c4twzio5cgirft))/ViewPDF.aspx ︎
2. https://www.sebi.gov.in/legal/circulars/jan-2026/ease-of-doing-investment-special-window-for-transfer-and-dematerialisation-of-physical-securities_99411.html ︎

The post SEBI Opens New Special Window for Physical Securities (2026) first appeared on MMJC.

Introduction  

For many companies, the day of listing marks the end of a long journey. Months of diligence, disclosures, and regulatory scrutiny finally culminate in the ringing of the bell. Yet, almost immediately after listing, a new phase begins, where the company transitions from being IPO‑compliant to being listed‑entity compliant. 

It is during this transition that certain practical governance questions arise. One such question might be overlooked in the larger listing narrative, relates to the appointment of the Secretarial Auditor. 

A company lists at a time when Annual General Meeting (‘AGM’) has been held and the next AGM is scheduled in next financial year. The Secretarial Auditor appointed prior to listing has completed the term. Meanwhile, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) have become fully applicable, and the obligation to conduct Secretarial Audit continues. 

At this point, the company is faced with a simple but unsettling question:  

How should a Secretarial Auditor be appointed now? 

This article examines that question by tracing the legal framework under the Companies Act, 2013 and the LODR Regulations, and by examining how these provisions interact in a post‑listing context. 

The statutory foundation: Secretarial Audit under the Companies Act, 2013 

Secretarial Audit was formally introduced under Section 204¹ of the Companies Act, 2013. The provision reflects a legislative recognition that corporate compliance extends beyond financial reporting and requires an independent review of legal and regulatory adherence. 

Section 204 mandates Secretarial Audit for every listed company, as well as for certain public companies meeting prescribed capital or turnover thresholds. The manner of appointment is addressed through Rule 9² of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 

Under this framework, the appointment of the Secretarial Auditor is a matter for the Board of Directors. The statute does not prescribe shareholder approval, nor does it mandate a fixed tenure. In practice, Secretarial Auditors were appointed annually, and the compliance obligation was managed at the board level. 

For several years, this system functioned smoothly, including for companies preparing to list. 

A regulatory shift: The role of SEBI LODR Regulations 

The compliance landscape changed with amendments to Regulation 24A³ of the LODR Regulations. The amended provision introduced four material requirements for listed entities. 

First, the Secretarial Auditor must be a peer‑reviewed Company Secretary. Second, the appointment must be approved by shareholders at AGM. Third, the appointment must be for a continuous period of five years. Fourt, appointment with the approval of its shareholders in its Annual General Meeting. 

This marked a clear departure from the Companies Act framework. The appointment of the Secretarial Auditor was no longer conceived as a routine annual board decision. Instead, it was elevated to a shareholder‑driven governance decision, comparable in importance to other long‑term oversight appointments. 

The regulatory intent behind this shift appears to be to strengthen independence, ensure continuity, and enhance shareholder confidence in the Secretarial Audit process. 

Where compliance timelines collide: Listing in the middle of the year 

While Regulation 24A of LODR Regulations is conceptually clear, its application in practice is not always seamless. 

If we look at the issue at hand stated earlier, many companies list in the middle of a financial year. Their Secretarial Auditor may have been appointed for a limited period, or the engagement may have ended prior to listing. Upon listing, the company immediately becomes subject to LODR Regulations and is required to submit a Secretarial Audit Report for the year. 

At the same time, the next AGM which is the traditional forum for shareholder approval, may still be several months away. Regulation 24A of LODR Regulations does not expressly address how such timing gaps are to be handled. 

The company, however, cannot remain without a Secretarial Auditor. Compliance obligations continue regardless of corporate calendars.

The article is written by Mr. Animesh Joshi – Research Associate – animeshjoshi@mmjc.in and the smae is published in Taxmann.

https://www.taxmann.com/research/company-and-sebi/top-story/105010000000027643/appointment-of-secretarial-auditor-after-listing-a-quiet-compliance-question-that-deserves-closer-attention-experts-opinion

The post Appointment of Secretarial Auditor After Listing: A Quiet Compliance Question That Deserves Closer Attention  first appeared on MMJC.