01 Read
What happened
Jindal Worldwide Limited submitted a compliance certificate from its Registrar and Share Transfer Agent for Q2 FY2026 under Regulation 74(5) of SEBI's Depositories and Participants Regulations. The certificate confirms that securities received for dematerialisation were either demated and credited to investor accounts or returned within the prescribed timeline. This quarterly filing is mandatory for all listed companies and is submitted to the stock exchanges where the company's shares are listed.
02 Understand
Why it matters
Regulation 74(5) sits inside SEBI (Depositories and Participants) Regulations, 2018. It requires every listed company's Registrar and Share Transfer Agent (RTA) to certify, at the end of each quarter, that all physical share certificates received for conversion into electronic (demat) form were processed correctly — either dematerialised and credited to the beneficial owner's demat account, or returned to the investor intact if dematerialisation was not possible.
The underlying objective is investor protection: SEBI wants an auditable trail confirming that no physical certificates are stuck in transit or held beyond permissible timelines. The certificate is submitted to the stock exchanges (BSE/NSE) and becomes part of public disclosure.
For exam purposes, the key conceptual anchors are:
1. Regulatory authority: SEBI under the Depositories Act, 1996, empowers depositories (NSDL and CDSL) and their participants. RTAs act as the operational link between the company and the depository.
2. Dematerialisation mandate: SEBI has progressively made demat compulsory. From January 2023, even transmission and off-market transfer of physical shares of listed companies is prohibited — only demat holdings can be transferred.
3. Quarterly compliance rhythm: Most SEBI disclosure norms (shareholding pattern, corporate governance report, reconciliation of share capital audit) follow a quarterly cycle. Regulation 74(5) fits this pattern.
4. Who files: The RTA, not the company directly, issues the certificate — though the company is responsible for ensuring timely submission to the exchange.
The underlying objective is investor protection: SEBI wants an auditable trail confirming that no physical certificates are stuck in transit or held beyond permissible timelines. The certificate is submitted to the stock exchanges (BSE/NSE) and becomes part of public disclosure.
For exam purposes, the key conceptual anchors are:
1. Regulatory authority: SEBI under the Depositories Act, 1996, empowers depositories (NSDL and CDSL) and their participants. RTAs act as the operational link between the company and the depository.
2. Dematerialisation mandate: SEBI has progressively made demat compulsory. From January 2023, even transmission and off-market transfer of physical shares of listed companies is prohibited — only demat holdings can be transferred.
3. Quarterly compliance rhythm: Most SEBI disclosure norms (shareholding pattern, corporate governance report, reconciliation of share capital audit) follow a quarterly cycle. Regulation 74(5) fits this pattern.
4. Who files: The RTA, not the company directly, issues the certificate — though the company is responsible for ensuring timely submission to the exchange.
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