FAQ

Share Transfer Agent (STA) Services - FAQ & Queries

Share Transfer Agent (STA) Services – FAQ & Queries

Change of Address

  1. Procedure to Update Change in Address of Shares Holders “

If the shares held by you are in physical form, kindly send a request letter signed by the sole/first shareholder giving the new address with PIN Code. Provide the self certified copy of the proof of new and old addresses like Aadhar Card, Voter-ID, Passport, Driving License.  Please quote your folio number without fail. In case of demat shareholders, inform your DP.

 

  1. Can joint-holders request for a change of address?

No. The letter of request for change of Address shall require the signature of the first holder only.

 

  1. Can there be multiple addresses for a single folio?

No. There can be only one registered address for one folio.

 

  1. If the shares are dematted, what is the procedure for change of address?

Since your Depository Participant maintains your record of dematted shares, you have to inform them about any change in your address. Your Depository Participant will then pass on this information when any action like despatch of Annual Accounts or payment of dividend etc., is due to be taken by the company.

 

Dividend

  1. I have not received my dividend. What action do I take?

You may please write to us quoting the name of the company furnishing the particulars of the dividend not received and also quoting your folio number/client ID particulars (in case of dematted shares).We will verify the records and provide you with the status.

 

  1. What is the procedure for obtaining a duplicate dividend warrant?

If the dividend warrant is still shown as unpaid in the Bank Statement, we shall issue a duplicate warrant to you expeditiously, on providing an indemnity bond.

 

  1. Can I claim the old dividends relating to past years which have not been received by me?

As per the present law, the dividends outstanding for the years earlier to 1995 if found unpaid / unclaimed,such amounts have been transferred to the Central Government. Unpaid/unclaimed dividends issued subsequent to the year 1995 and if such dividends are more than 7 years old, such dividends cannot be claimed. If you have not received any of these dividends, you may please write to us with relevant particulars like folio number, concerned dividend, etc., and the we shall clarify the status and arrange to pay the dividend if it remains unpaid as per the records provided they are not already transferred to the Investor protection fund.

 

  1. Whom should we approach if the outstanding dividend pertains to a period before October 1995?

You may please make an application to the concerned Registrar of Companies, in Form No. II. However, please note that the unpaid / unclaimed dividend amounts transferred to the Investor Education and Protection fund established under the Companies Act, 1956 in the year 2002 and as per the applicable law no refund can be claimed by the shareholders or such dividends.

 

  1. In order to protect against fraudulent encashment, I want to incorporate the details of my bank account in my dividend warrant. What is the procedure that I should follow?

Currently the bank account particulars are being overprinted on the dividend warrants wherever Available and in the absence of the same, complete address is printed to avoid possible fraudulent encashment. In case you have not provided your bank account details in the past or wish to change, please forward a communication as stated below. a) If you are holding shares in physical form, please quote the name of the company and quote your folio number, details of name of your bank and account number along with a cancelled original cheque leaf in your name to us and we shall incorporate the same in all your future dividend warrants b) If you are holding the shares in demat form, such details will have to be given to your Depository Participant with whom you have a demat account. Your Depository Participant in turn will pass on this information to the company through the Depositories NSDL/CDSL. This procedure is in accordance with depository regulations.

 

  1. Why can’t the Company/Registrars take on record the bank details in case of dematted shares?

As per the Depository Regulations, the Company concerned is obliged to pay dividend as per the details of demat shareholders furnished by the concerned Depository Participant. The Company or their Registrars cannot make any change in such records received from the Depositories.

 

ECS

  1. What is Electronic Clearing Service (ECS)?

Under this system, you can receive your dividend electronically by way of direct credit to your bank account. This avoids a lot of hassles like loss/fraudulent interception of dividend warrants during postal transit. This also expedites payment through credit to your account compared to dividend warrants in physical form. We strongly recommend that if you have not already opted for Electronic Clearing Service, you may please do so.

 

  1. How can I avail of the Electronic Clearing Service facility?

In case you are holding shares in physical form, you should submit the ECS form duly completed along with a photocopy of a leaf of your cheque as advised in the Form and we shall take due note of the same in our records. As a result, all subsequent dividends will be paid to you through direct credit to your bank account. However, if the shares are in demat, please get in touch with your DP.

 

  1. What are the benefits of availing ECS facility?

This avoids a lot of hassles like loss/fraudulent encashment of dividend warrant during postal transit. Payment is directly coming to your account through Banking Channels. So, there will be no wait for receipt of dividend warrants and depositing into your bank.

 

Loss of Share Certificates

  1. I have lost/misplaced my share certificates. What are the steps that I should take to obtain duplicate share certificates?

Please inform us immediately about loss of share certificates quoting the name of the company your folio number and details of share certificates if available. We shall immediately mark a caution on your folio to prevent any further transfer of shares covered by the lost share certificates. Simultaneously, you will have to lodge a complaint with the police regarding loss of share certificates and also furnish an acknowledged copy of the police complaint. Upon receipt of all the above, we shall advise you further formalities to be complied with for issue of duplicate certificates. However please note that if the lost share certificates are lodged with the company together with a valid transfer deed by a third party for transfer, the case will be dealt with on the basis of relevant facts and we shall advise further course of action at that time.

 

  1. I have lost my share certificate with transfer deeds duly executed by me. How should I proceed to obtain duplicate share certificates?

You have to follow the procedure described in the preceding answer.

 

  1. What action should I take if I retrieve the original share certificate, which I had reported to be lost to the Company/Registrars?

Please surrender the original share certificate to us immediately, if the duplicate share certificates have been issued. However,if the original share certificates are found before you comply with the procedure for obtaining duplicate share certificate, please inform us immediately so that we can remove the caution marked against such share certificates.

 

Miscellaneous

  1. I wish to split/consolidate my share certificates. What is the procedure that I should follow?

Please forward your share certificates along with a request letter duly signed by all the joint-holders as per the specimen signatures recorded.

 

  1. I am holding more than one folio in the same name. Can I consolidate these folios?

Yes. Please forward the share certificate(s) relating to those folios which you wish to merge and we shall consolidate your folios and return the share certificates by endorsing the consolidated folio number. You may please note that the folios to be consolidated should be in the identical name and in the same order of identical names (in case of joint-holding) and bear the same address.

 

  1. We are holding shares in joint names and would like to change the order of names?

Please forward your share certificates along with a request letter duly signed by all the joint-holders as per the specimen signatures recorded.

 

Nomination with respect to shareholding

  1. How do I make a nomination with regard to my shareholding?

You have to submit a nomination form duly filled in duplicate and signed. If you are holding shares along with other holders then all the holders will have to sign the nomination form. After the form is received by the company, and if found in order, a registration number will be allotted to the nomination. A duplicate copy of the nomination form received from you will then be returned back to you with an endorsement indicating the registration number and date. Nomination can be made only in respect of shares held in physical form. In case of dematted shares, your nomination has to be recorded with your Depository Participant. Only one nomination can be made for each folio. Folios having different order or combination of names of shareholders will require separate nominations.

 

  1. Do I have to send my share certificates along with the nomination form?

No.

 

  1. My shares are held in joint names. Are the joint holder/s nominees to the shares?

Joint holders are not nominees. They are joint holders of the relevant shares having joint rights on the same. In the unfortunate event of death of any one of the joint holders, the surviving joint holder/s of the shares is/are the only person/persons recognised by the company as the holders of the shares.

 

  1. Can a nomination once made be changed?

Nomination once made can be revoked by a shareholder by giving a fresh nomination. If the nomination is made by joint holders, and one of the joint-holders dies, the remaining joint holder/s can make a fresh nomination by revoking existing nomination.

 

  1. What is the legal position of the nominee in case of death of the shareholders?

Upon the death of a shareholder, the Nominee, to the exclusion of any other legal heir/beneficiary, is the only person in whom the shares vest. In other words, in case of a valid nomination, the company will not entertain any claim from legal heirs or beneficiaries and the shares will be transmitted only in favour of the Nominee.

In case if the nomination is made by joint-holders, the nomination will come into play only upon the death of all the joint holders. Therefore if one of the joint shareholders dies, the shares will devolve on the surviving shareholders to the exclusion of the Nominee. In this case the surviving shareholders may make a fresh nomination if they so desire.

 

  1. What is the procedure for the nominee to get the shares in his name?

Upon death of a shareholder, the nominee is entitled to have the shares transmitted in his favour. He/She will have to give a notice in writing to this effect along with the share certificate(s) of the deceased shareholders. Alternatively, the nominee can transfer the shares held by the deceased shareholder, to a third party.

If a nominee opts for registration of shares in his name, he is required to produce proof of identity, e.g., copy of passport, driving license, voter’s identity card or such other proof to the satisfaction of the company. The nominee should also submit his specimen signature duly attested along with a request for transfer.

Upon scrutiny of the documents submitted by the nominee, shares will be transmitted in his favour and share certificates returned to him duly endorsed.

 

  1. Can the nominee sell the shares without registration in his favour? What is the procedure?

Yes, a nominee can sell the shares to a third party, without registration of shares in his favour. However, the usual procedure for transfer of shares will have to be followed.

 

  1. I have shares in the demat form. Can I send the nomination form to the Company/ Registrars for making a nomination with respect to my shareholding?

For making a nomination with respect to dematted shares, you will have to approach your DP. In the account opening form provided by the Depository Participants there is a provision for providing the name of the nominee. Please consult your Depository Participant for further details.

 

Transfer of Shares

  1. I have purchased physical shares. How do I get them registered? How long will it take?

You will have to send the share certificates along with the Share Transfer Deed, (available with Stock Exchange/Share Brokers) duly filled in, executed and affixed with share transfer stamps at 0.25% of the market value on the date of execution of the transfer deed. The shares, along with the Share Transfer Deed will have to be sent to us at the following address, Niche Technologies Pvt. Ltd., D-511 Bagree market, 5th Floor, 71, B.R.B.Basu Road, Kolkata – 700001. Normally, it takes 15 days for processing the transfer the shares are registered in your name, and the share certificates will be dispatched to you.

 

  1. I would like to gift some shares to my children/relatives. How do I get them registered in their names? Does it involve stamp duty?

The procedure of registration of shares gifted is same as the procedure for a normal transfer. The stamp duty is also applicable in case of gifted shares, and the duty is at 0.25% of the market value prevailing on the date of execution of the transfer deed by the transferee.

 

  1. Where should I send the shares for transfer? Can I hand it over at your Branch Office?

Registration of Share Transfer is carried out only at our office at Kolkata – Niche Technologies Pvt. Ltd., D-511 Bagree market, 5th Floor, 71, B.R.B.Basu Road, Kolkata – 700001..

 

  1. What is the stamp duty on shares? Where do I get these stamps?

The stamp duty applicable on share transfer is at 0.25% on the market value on the date of execution of the transfer deed. Share Transfer Stamps can be obtained from the authorised stamp vendors. Your share broker can also help you in this regard.

 

  1. How do I ensure that the Transfer Deed is complete before sending it to the company?

Please fill in all the columns of the transfer deed, sign as transferee at appropriate places and affix share transfer stamps at 0.25% of the consideration amount or market value on the date of execution of the transfer deed, whichever is higher. Please ensure that the transfer deed is duly filled in and executed as explained, to avoid any discrepancy/objection on lodgement.

 

  1. I want to add another joint-holder name to my shareholding. What is the procedure that I should follow?

You have to execute a transfer deed, duly stamped and submit the same to us for transfer. Please note that such addition of name amounts to change in ownership of shares and the procedure for transfer has to be followed.

 

  1. I have purchased physical shares long back but I forgot to get them transferred in my favour. What is the procedure that I should follow now?

A transfer deed i.e Form No. SH-4 is valid for a period of two months from the execution date indicated on the Form No. SH-4  Please check whether your transfer deed is still valid. If so, submit the transfer deed duly executed and stamped along with share certificates to us for transfer in your favour. If the validity period of the transfer deed has expired you will have to submit a fresh transfer deed by approaching the registered holder/seller whose signatures are appearing on the transfer deed as seller to execute fresh transfer deeds. Thereafter you may submit the fresh/revalidated transfer deed to us for transfer.

 

Transmission of Shares

  1. In case of joint holdings, in the event of death of one shareholder, how do the surviving

shareholders get the shares in their names?

The surviving shareholders will have to submit a request letter supported by an attested copy of the Death Certificate of the deceased shareholder and the relevant share certificates. The company on receipt of the said documents will delete the name of deceased shareholder from its records and return the share certificates to the applicant/registered holder with necessary endorsement.

 

  1. If a shareholder who held shares in his sole name dies without leaving a will, how can his legal heir/s (either husband/wife/son/daughter, etc.) get the shares transmitted in their names?

The legal heirs should obtain a Succession Certificate or Letter of Administration with respect to the shares and a true copy of the same, duly attested by the Court Officer, or Notary should be sent to the company along with a request letter, transmission form, and all the share certificates in original, for transmission in their favour.

 

  1. If the deceased family member who held shares in his/her own name (single) had left a will, how do the legal heir/s get the shares transmitted in their names?

The legal heirs will have to get the will probated by the High Court/District Court of competent jurisdiction and then send a copy of the probated copy of the will, along with relevant schedule/annexure setting out the details of the shares, the relevant share certificates in original and transmission form for transmission.

 

  1. A and B had shares in a Company. Both of them died. How do I get the shares transmitted in my name?

You should obtain a Succession Certificate/Letter of Administration of the last deceased joint holder in your favour and follow the procedure for transmission of shares.

 

  1. I have already produced the attested/registered will. Since getting it probated would take a long time and money can I avoid that procedure?

You will appreciate that in order to ascertain that the will in question is the last will and testament made by the deceased, it is important that the same is authenticated/probated by the Court. This is to protect the interest of the investors at large and to obviate any future claims/disputes on the same.

 

  1. The name of a joint holder was included only for convenience by the first holder. I am the only heir. Could you transfer the shares in my name as per the will/probate?

As per law, the joint holder is deemed to be having indivisible ownership of the joint property and the company cannot ascertain as to how or why the name was included. As per the Articles of Association of the company, the surviving joint holders are the only persons recognised as having title to the shares.

 

Public Issue / Rights Issue - FAQ & Queries

Public Issues / Rights Issue – FAQ & Queries

What is an Initial Public Offering?

Initial Public Offering, IPO, is when an unlisted company makes either a fresh issue of securities or an offer for sale of its existing securities or both for the first time to the public. This paves way for listing and trading of the issuer’s securities.

What is a Follow on Public Offering?

A Follow on Public Offering, FPO, is when an already listed company makes either a fresh issue of securities to the public or an offer for sale to the public, through an offer document. An offer for sale in such scenario is allowed only if it is made to satisfy listing or continuous listing obligations.

What is a Rights Issue?

Rights Issue, RI, is when a listed company which proposes to issue fresh securities to its existing shareholders as on a record date. The rights are normally offered in a particular ratio to the number of securities held prior to the issue. This route is best suited for companies who would like to raise capital without diluting stake of its existing shareholders unless they do not intend to subscribe to their entitlements

What is Sebi’s role in an issue?

Any company making a public issue or a listed company making a rights issue of value of more than Rs 50 lakh is required to file a draft offer document with Sebi for its observations. The company can proceed further on the issue only after getting observations from Sebi. The validity period of Sebi’s observation letter is three months only i.e. the company has to open its issue within three months period.

Does Sebi recommends an issue?

Sebi does not recommend any issue nor does take any responsibility either for the financial soundness of any scheme or the project for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in the offer document

Does Sebi approve the contents of the issue?

It is to be distinctly understood that submission of offer document to Sebi should not in any way be deemed or construed that the same has been cleared or approved by Sebi. The lead manager certifies that the disclosures made in the offer document are generally adequate and are in conformity with Sebi guidelines for disclosures and investor protection in force for the time being. This requirement is to facilitate investors to take an informed decision for making investment in the proposed issue.

What is the difference between an Offer Document, Red Herring Prospectus, a Prospectus and an Abridged Prospectus? What does it mean when someone says Draft Offer Document?

Offer Document means prospectus in case of a public issue or offer for sale and Letter of Offer in case of a rights issue, which is filed Registrar of Companies, RoC, and Stock Exchanges. An Offer Document covers all the relevant information to help an investor to make his/her investment decision. ?Draft Offer document? means the offer document in draft stage. The draft offer documents are filed with Sebi, atleast 21 days prior to the filing of the Offer Document with ROC/ SEs. Sebi may specifies changes, if any, in the Draft Offer Document and the issuer or the lead merchant banker shall carry out such changes in the Draft Offer Document before filing the Offer Document with ROC/ SEs. The Draft Offer document is available on the Sebi website for public comments for a period of 21 days from the filing of the Draft Offer Document with Sebi.

What is a Red Herring Prospectus?

Red Herring Prospectus, RHP, is a prospectus, which does not have details of either price or number of shares being offered, or the amount of issue. This means that in case price is not disclosed, the number of shares and the upper and lower price bands are disclosed. On the other hand, an issuer can state the issue size and the number of shares are determined later. An RHP for and FPO can be filed with the RoC without the price band and the issuer, in such a case will notify the floor price or a price band by way of an advertisement one day prior to the opening of the issue. In the case of book-built issues, it is a process of price discovery and the price cannot be determined until the bidding process is completed. Hence, such details are not shown in the Red Herring Prospectus filed with RoC in terms of the provisions of the Companies Act. Only on completion of the bidding process, the details of the final price are included in the offer document. The offer document filed thereafter with RoC is called a Prospectus.

What is anAbridged Prospectus?

Abridged Prospectus means the memorandum as prescribed in Form 2A under sub-section (3) of section 56 of the Companies Act, 1956. It contains all the salient features of a prospectus. It accompanies the application form of public issues

Who decides the price of an issue?

Indian primary market ushered in an era of free pricing in 1992. Following this, the guidelines have provided that the issuer in consultation with Merchant Banker shall decide the price. There is no price formula stipulated by Sebi. Sebi does not play any role in price fixation. The company and merchant banker are however required to give full disclosures of the parameters which they had considered while deciding the issue price. There are two types of issues one where company and LM fix a price (called fixed price) and other, where the company and LM stipulate a floor price or a price band and leave it to market forces to determine the final price (price discovery through book building process).

What is a Fixed Price Offer?

An issuer company is allowed to freely price the issue. The basis of issue price is disclosed in the offer document where the issuer discloses in detail about the qualitative and quantitative factors justifying the issue price. The issuer company can mention a price band of 20% (cap in the price band should not be more than 20% of the floor price) in the Draft Offer Documents filed with Sebi and actual price can be determined at a later date before filing of the final offer document with Sebi/RoCs.

What does? Price discovery through book building process mean?

Book Building means a process undertaken by which a demand for the securities proposed to be issued by a body corporate is elicited and built up and the price for the securities is assessed on the basis of the bids obtained for the quantum of securities offered for subscription by the issuer. This method provides an opportunity to the market to discover price for securities.

How does Book Building work?

Book building is a process of price discovery. Hence, the Red Herring prospectus does not contain a price. Instead, the red herring prospectus contains either the floor price of the securities offered through it or a price band along with the range within which the bids can move. The applicants bid for the shares quoting the price and the quantity that they would like to bid at. Only the retail investors have the option of bidding at ?cut-off’. After the bidding process is complete, the ?cut-off’ price is arrived at on the lines of Dutch auction. The basis of Allotment is then finalized and letters allotment/refund is undertaken. The final prospectus with all the details including the final issue price and the issue size is filed with ROC, thus completing the issue process.

What is a price band?

The Red Herring Prospectus may contain either the floor price for the securities or a price band within which the investors can bid. The spread between the floor and the cap of the price band shall not be more than 20%. In other words, it means that the cap should not be more than 120% of the floor price. The price band can have a revision and such a revision in the price band shall be widely disseminated by informing the stock exchanges, by issuing press release and also indicating the change on the relevant website and the terminals of the syndicate members. In case the price band is revised, the bidding period shall be extended for a further period of three days, subject to the total bidding period not exceeding thirteen days.

What is a Cut Off Price?

In Book building issue, the issuer is required to indicate either the price band or a floor price in the red herring prospectus. The actual discovered issue price can be any price in the price band or any price above the floor price. This issue price is called Cut Off Price. This is decided by the issuer and LM after considering the book and investors’ appetite for the stock. Sebi (DIP) guidelines permit only retail individual investors to have an option of applying at Cut Off Price.

Depository System - FAQ & Queries

FREQUENTLY ASKED QUESTIONS ON DEPOSITORY SYSTEM

Disclaimer: These FAQs are not the interpretation of law but provide only a simplistic explanation of terms / concepts related to the depository system.

Understanding Depository System

1. What is a Depository?
A depository is an organisation which holds securities (like shares, debentures, bonds, government securities, mutual fund units etc.) of investors in electronic form at the request of the investors through a registered depository participant. It also provides services related to transactions in securities.

2. What is the minimum net worth required for a depository?
The minimum net worth stipulated by SEBI for a depository is Rs.100 crore.

3. How is a depository similar to a bank?
It can be compared with a bank, which holds the funds for depositors. A bank – depository analogy is given in the following table:

BANK-DEPOSITORY – AN ANALOGY
Holds funds in an account – Holds securities in an account

Transfers funds between accounts on the instruction of the account holder –
Transfers securities between accounts on the instruction of the BO account holder

Facilitates transfer without having to handle money –
Facilitates transfer of ownership without having to handle securities

Facilitates safekeeping of money –
Facilitates safekeeping of securities

4. How many Depositories are registered with SEBI?
At present two Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) are registered with SEBI.
Their addresses are:

National Securities Depository Limited (NSDL)
Trade World, A wing, 4th & 5th Floors,
Kamala Mills Compound,
Lower Parel, Mumbai – 400013
Tel: (022) 2499 4200 (60 lines)
Fax: (022) 24976351
Email: info@nsdl.co.in

Website: www.nsdl.co.in

Central Depository Services (India) Limited (CSDL)
Marathon Futurex, A Wing, 25th Floor, Mafatlal Mills Compound,

N.M. Joshi Marg, Lower Parel, Mumbai – 400 013

Phone: 022-23023333
Fax: 022-23002035
Email : investors@cdslindia.com

Website: www.cdslindia.com

5. Who is a Depository Participant (DP)?
A DP is an agent of the depository through which it interfaces with the investor and provides depository services.

6. Who can be a DP ?
Public financial institutions, scheduled commercial banks, foreign banks operating in India with the approval of the Reserve Bank of India, state financial corporations, custodians, stock-brokers, clearing corporations / clearing houses, NBFCs and registrar to an issue or share transfer agent complying with the requirements prescribed by SEBI can be registered as DP. Banking services can be availed through a bank branch whereas depository services can be availed through a DP.

7. Who is an Issuer ?
“Issuer” means any entity such as a corporate / state or central government organizations issuing securities which can be held by depository in electronic
form.

8. What is an ISIN?
ISIN (International Securities Identification Number) is a unique 12 digit alphanumeric identification number allotted for a security (e.g.- INE383C01018). Equity fully paid up, equity-partly paid up, equity with differential voting /dividend rights issued by the same issuer will have different ISINs.

9. What is dematerialisation (demat)?
Dematerialisation is the process by which physical certificates of an investor are converted to an equivalent number of securities in electronic form.

10. What is Rematerialization (remat)?
Rematerialization is the process of converting securities held in electronic form in a demat account back in physical certificate form.

11. Who is an Registrar and Transfer Agent (RTA)?
An RTA is an agent of the issuer. RTA acts as an intermediary between the issuer and depository for providing services such as dematerialization, rematerialization, initial public offers (IPO) and corporate actions.

12. Who is registered owner of Securities?
When securities of a company are held in physical form by an investor, his/ her name is recorded in the books of the company as a ‘Registered Owner’ of the securities. When physical shares are converted into electronic form, the depository becomes ‘Registered owner” in the books of the company and investor’s name is removed from books of the company.

13. Who is a Beneficial Owner (BO)?
All the benefits of the dematerialized shares are given to the actual investor since the depository holds the securities in a fiduciary capacity on behalf of the
investors who have opened a demat account with the depository. Hence, the actual investor is the “Beneficial Owner” (BO) of the securities.

14. How many DPs are registered with SEBI?
As on December 21, 2012, a total of 866 DPs (289 NSDL, 577 CDSL) are registered with SEBI.

15. Is it compulsory for every investor to open a BO account to trade in the capital market?
As per the available statistics at BSE and NSE, 99.9% transactions take place in dematerialised mode only. Therefore, in view of the convenience of trading in dematerialised mode, it is advisable to have a beneficial owner (BO) account for trading at the exchanges.
However to facilitate trading by small investors (maximum 500 shares, irrespective of their value) in physical mode the stock exchanges provide an additional trading window, which gives one time facility for small investors to sell physical shares which are in compulsory demat list. The buyer of these shares has to demat such shares before further selling.

16. How I can avail the services of a Depository?
A depository interfaces with the investors through its agents called DPs. If an investor wants to avail the services offered by the depository, the investor has to open an BO account with a DP.

17. What are the services provided by a Depository?
Following services are provided by a depository to the beneficial owners but of course, through a depository participant:
• Opening a demat account;
• Dematerialization, i.e. converting physical securities into electronic form;
• Rematerialization, i.e. converting electronic securities balances held in a BO  account into physical form;
• Maintaining record of securities held by the beneficial owners in the electronic form;
• Settlement of trades by delivery or receipt of securities from / in BO accounts;
• Settlement of off-market transactions between BOs;
• Receiving electronic credit in respect of securities allotted by issuers under IPO or otherwise on behalf of demat account holders;
• Receiving non cash corporate benefits such as allotment of bonus and rights shares or any other non cash corporate benefits given by the issuers in electronic
form on behalf of its demat account holders;
• Pledging of dematerialized securities & facilitating loans against shares;
• Freezing of the demat account for debits, credits, or both

18. What are the benefits of availing depository services?

The benefits are enumerated below:-
• A safe and convenient way to hold securities;
• Immediate transfer of securities;
• No stamp duty on transfer of securities;
• Elimination of risks associated with physical certificates such as bad delivery,  fake securities, delays, thefts etc.
• Reduction in paperwork involved in transfer of securities;
• Reduction in transaction cost;
• No odd lot problem, even one share can be traded;
• Nomination facility;
• Change in address recorded with DP gets registered with all companies in which investor holds securities electronically eliminating the need to
correspond with each of them separately;
• Transmission of securities is done by DP eliminating correspondence with companies;
• Automatic credit into demat account of shares, arising out of bonus/split/consolidation/merger etc;
• Holding investments in equity and debt instruments in a single account.

Account Opening

19. How can one open an account?
First an investor has to approach a DP and fill up an account opening form. The account opening form must be supported by copies of any one of the approved documents which serve as proof of identity and proof of address as specified by SEBI. Apart from these PAN card has to be shown in original at the time of account opening from April 01, 2006. All applicants should carry original documents for verification by an authorized official of the DP, under his signature. Investor has to sign an agreement with DP in a depository prescribed standard format, which gives details of rights and duties of investor and DP. DP should provide the investor with a copy of the agreement and schedule of charges for their future reference. The DP will open the account in the system and give a unique account number, which is also called BO ID (Beneficial Owner Identification number) and used for all future transactions.

20. Can a demat account be opened directly with Depository?
No. A demat account cannot be opened directly with depository. It has to be opened only though a DP of depository.

21. Can a demat account be opened in the name of Joint Holders?
Yes. A demat account can be a opened in a single name or in joint holders’ name. There can be maximum three account holders i.e. one main holder and two joint holders.

22. Can a Demat account be opened for a minor?
Yes. Demat account can be opened in the name of a minor. The account will be operated by a guardian till the minor becomes major. Guardian has to be the father or in his absence mother. In absence of both, father or mother, the guardian can be appointed by court.

23. Can minor be a joint holder in another demat account?
No. Minor cannot be a joint holder in a demat account.

24. Can a demat account be opened in the name of a trust?
Yes. A demat account can be opened in the name of a trust if the trust is registered under the Public Trust Act 1860 / Societies Registration Act / Bombay Public Trust Act / Public Trust Act in force in the state. If the trust is a private or unregistered trust then a demat account shall be opened in the name of trustees as an individual account. If the trust has more than three trustees, then they will have to decide in whose name the demat account will be opened.

25. Can a demat account be opened in the name of HUF ?
No. In the case of HUF, shares can be held in the name of existing Karta on behalf of HUF.

26. Does an Non Resident Indian (NRI) need any Reserve Bank of India (RBI) permission to open a demat account?
No permission is required from RBI to open a demat account. However, credits and debits from demat account may require general or specific permissions as the case may be, from designated authorized dealers.

27. Is nomination compulsory for a demat account?
SEBI has mandated that nomination should be recorded for a demat account held by individuals. If nomination is not to be given then the account holder(s) should give a written and signed declaration to the effect.

28. Can multiple accounts be opened by an investor?
Yes. An investor can open more than one account in the same name with the same DP and also with different DPs. For all the accounts, investor has to strictly comply with know your client (KYC) norms including proof of identity, proof of address requirements as stipulated by SEBI and also provide PAN number. The investor has to show the original PAN card at the time of opening of demat account.

29. Can an investor open a single account for securities owned in different ownership patterns such as securities owned individually and securities owned jointly with others?
No. Demat account must be opened in the same ownership pattern in which the securities are held in the physical form. e. g. if one share certificate is in the individual name and another certificate is jointly with somebody, two different accounts would have to be opened.

30. What is required to be done if one has physical certificates with the same combination of names, but the sequence of names is different i.e. some certificates with ‘A’ as first holder and ‘B’ as second holder and other set of certificates with ‘B’ as first holder and ‘A’ as the second holder?
In this case the investor may open only one account with ‘A’ & ‘B’ as the account holders and lodge the security certificates with different order of names for dematerialisation in the same account. An additional form called “Transposition cum Demat” form will have to be filled in. This would help you to effect change in the order of names as well as dematerialise the securities.

BO Account Charges
31. What are all charges an investor has to pay for opening and maintenance of a BO account?
SEBI has rationalised the cost structure for dematerialisation by removing account opening charges, transaction charges (for credit or buy transactions of securities), custody charges and account closing charges. Custody charges are now paid by the issuer companies. Broadly, investors are required to pay the charges towards:-
– Dematerialisation and Rematerialisation of their securities
– Annual account maintenance charges
– Transactions fees (only for sell transactions)
The DP may revise the charges by giving 30 days notice in advance.
Further, SEBI has also advised the DPs to submit to their Depository their tariff/charge structure every year latest by 30th April and changes made therein, along with the date of effect to enable the investors to have a comparative analysis of the tariff/charge structure of various DP’s. The  information received by the depositories is put up on their websites.

32. Is Account Maintenance Charges (AMC) collected upfront by the DPs to be refunded in the event of closure of BO account?
Yes. In the event of closing of demat account or shifting of demat account from one DP to another, the AMC collected upfront on annual / half yearly basis by the DP, shall be refunded by the DP to the BO for the balance of the quarter/s.
example 1: Annual AMC collected by BO, BO closes / shifts his account in the 1st quarter, he shall be refunded the amount of balance 3 qtrs i.e. 3/4th of the AMC collected. example 2: Likewise if a BO closes / shifts his account in 3rd qtr., he shall be refunded the amount of balance 1 qtr i.e. 1/4th of the AMC collected.

33. Whether all DPs are required to refund the AMC collected upfront for the  balance quarters?
No. It will not be applicable to the DPs who collect quarterly / monthly AMC.

34. How will the beginning of year considered for the calculation of the AMC?
For the calculation of the AMC, year shall begin from the date of opening of the account in quarterly rests.

35. What would be the charges for account closure and securities transfer due to account closing?
SEBI has advised that from January 09, 2006, no charges shall be levied by a depository on DP and consequently, by a DP on a BO, when a BO transfers all the securities lying in his account to another branch of the same DP or to another DP of the same depository or another depository, provided the BO Account/s at transferee DP and at transferor DP are identical in all respects. In case the BO Account at transferor DP is a joint account, the BO account at transferee DP should also be a joint account in the same sequence of ownership.
All other transfer of securities consequent to closure of account, not fulfilling the above-stated criteria, would be treated like any other transaction and charged as per the schedule of charges agreed upon between the BO and the DP.

Operation of BO Account
36. What should be done if the address of the investor changes?
Investor should immediately inform his DP along with necessary documents, who in turn will update the records. This will obviate the need of informing different companies.

37. Does the investor have to keep any minimum balance of securities in his account?
No.

38. Is it necessary to have account with the same DP as broker has?
No. Investor can choose any DP as per his / her convenience or choice and carry on trading activity through broker of his / her choice, irrespective of the DP of broker.

39. Can an investor operate a joint account on “either or survivor” basis just like a bank account?
No. The demat account cannot be operated on “either or survivor” basis like the bank account.

40. Can someone else operate the account on behalf of the BO on the basis of a power of attorney (POA)?
Yes. If the BO authorises any person to operate the account by executing a POA and submit it to the DP, that person can operate the account on behalf of the BO.

41. How can intimation of any transaction be given for POA operated accounts?
Subscription of SMS alerts for the depository accounts operated through POA is mandatory except in cases of accounts held by non-individual, foreign individuals & NRIs.

42. Is addition or deletion of names of BO account holders permitted after opening the account?
No. The names of the account holders of a BO account cannot be changed. If any change has to be effected by addition or deletion, a new account has to be opened in the desired holding pattern (names) and then transfer the securities to the newly opened account. The old account may be closed.

43. Is change in the names of BO accounts permitted after opening the account?
Yes. An individual BO may change his/ her name in the event of marriage, change in father’s name or any other reasons by submitting the following documents
Reasons for name change Documents to be submitted

  • Marriage Marriage certificate or copy of passport showing husband’s name or publication of name change in official gazette
  • Change in father’s name Publication of name change in official gazette
    Any other reasons Publication of name change in official gazette

44. Can an investor close his demat account with one DP and transfer all securities to another account with another DP?
Yes. The investor can submit account closure request to his DP in the prescribed form. The DP will transfer all the securities lying in the account, as per the instruction, and close the demat account.

45. What if there are any discrepancies in the statement of holdings?
In case of any discrepancy in the statement of holdings, investor can contact his DP and in case of discrepancies in corporate benefits, one can approach the company / its RTA. If the discrepancy is not resolved, the investor may approach concerned Depository (NSDL or CDSL).

46. Can an investor can freeze his account(s)?
Investor can freeze his account and/or ISIN and/or specific number of securities under an ISIN for any given period of time as per applicable Regulations of SEBI and Bye Laws of the respective depository.

47. Why should an investor give his bank account details at the time of BO account opening?
Bank account details are necessary for the protection of interest of investors.
When any cash or non cash corporate benefits such as rights or bonus or dividend is announced for a particular scrip, depositories provide to the concerned issuer /it’s RTA, the details of the investors, their electronic holdings as on record / book closure date for reckoning the entitlement of corporate
benefit.
The disbursement of cash benefits such as dividend is credited directly by the Issuer/it’s RTA to the beneficiary owner through the ECS (Electronic Clearing Service wherever available) facility or by issuing warrants on which bank account details are printed for places where ECS facility is not available. The bank account number is mentioned on the dividend and warrant to avoid any fraudulent misuse. The bank account details will be those which are mentioned in account opening form or modified details that had been intimated subsequently by the investor to the DP.

48. Can an investor change the details of his bank account?
Yes. However, the investor must inform the DP regarding change in the bank account and corresponding change in MICR / IFSC code while updating their bank account details with DP. In the depository system monetary benefits on the security balances are paid as per the bank account details provided by the investor at the time of account opening The investor must ensure that any subsequent changes in bank account details are informed to the DP.

Dematerialisation

49. Is dematerialization of securities compulsory?
According to the Depositories Act, 1996, an investor has the option to hold securities either in physical or electronic form. Part of holding can be in physical form and part in demat form. However, SEBI has notified that settlement of market trades in listed securities should take place only in the demat mode.

50. What type of instruments are available for demat at Depository?
All types of equity/ debt instruments viz. equity shares, preference Shares, partly paid shares, bonds, debentures, commercial papers, certificates of deposit, government securities (G-SEC) etc. irrespective of whether these instruments are listed / unlisted / privately placed can be dematerialized with depository, if they have been admitted with the depository.

51. Is there any charge for dematerialization of physical certificates?
Depository does not levy any charge for dematerialization of securities. However, DPs may collect dematerialization charges towards postage / courier charges etc. as per their tariff sheet.

52. How can one convert physical holding into electronic holding i.e. how can one dematerialise securities?
In order to dematerialise physical securities one has to fill in a DRF (Demat Request Form) which is available with the DP and submit the same along with physical certificates that are to be dematerialised. Separate DRF has to be filled for each ISIN. The complete process of dematerialisation is outlined below:
• Surrender certificates for dematerialisation to your DP.
• DP intimates to the Depository regarding the request through the system.
• DP submits the certificates to the registrar of the Issuer Company.
• Registrar confirms the dematerialisation request from depository.
• After dematerialising the certificates, Registrar updates accounts and informs depository regarding completion of dematerialisation.
• Depository updates its accounts and informs the DP.
• DP updates the demat account of the investor.

53. Can odd lot shares be dematerialised?
Yes, odd lot share certificates can also be dematerialised.

54. Whether different securities issued by the same issuer will have same ISIN?
No, different securities issued by the same issuer will have different ISIN code.

55. Do dematerialised shares have distinctive numbers?
Dematerialised shares do not have any distinctive numbers. These shares are fungible, which means that all the holdings of a particular security will be identical and interchangeable.

56. Can electronic holdings be converted back into physical certificates?
Yes. The process is called rematerialisation. If one wishes to get back his securities in the physical form he has to fill in the RRF (Remat Request Form) and request his DP for rematerialisation of the balances in his securities account.
The process of rematerialisation is outlined below:
• Make a request for rematerialisation.
• Depository participant intimates depository regarding the request through the system.
• Depository confirms rematerialisation request to the registrar.
• Registrar updates accounts and prints certificates.
• Depository updates accounts and downloads details to depository participant.
• Registrar dispatches certificates to investor.

Trading / Settlement
57. What is the procedure for selling dematerialised securities?
The procedure for buying and selling dematerialised securities is similar to the procedure for buying and selling physical securities. The difference lies in the process of delivery (in case of sale) and receipt (in case of purchase) of securities.
In case of purchase:-
• The broker will receive the securities in his account on the payout day.
• The broker will give instruction to its DP to debit his account and credit BO’s account.
• BO will give ‘Receipt Instruction’ to DP for receiving credit by filling appropriate form. However BO can give standing instruction for credit to his
account that will obviate the need of giving Receipt Instruction every time.

In case of sale:-
BO will give delivery instruction through Delivery Instruction Slip (DIS) to DP to debit his account and credit the broker’s account. Such instruction should reach the DP’s office at least 24 hours before the pay-in, failing which, DP will accept the instruction only at the BO’s risk.

58. What ‘Standing Instruction’ is given in the account opening form?
In a bank account, credit to the account is given only when a ‘pay in’ slip is submitted together with cash/cheque. Similarly, in a depository account ‘Receipt in’ form has to be submitted to receive securities in the account. However, for the convenience of BOs, facility of ‘standing instruction’ is given. If you say ‘Yes’ for standing instruction, you need not submit ‘Receipt In’ slip every time you buy securities. If you are particular that securities can be credited to your account only with your consent, then do not say ‘yes’ [or tick ] to standing instruction in the application form.

59. What is Delivery Instruction Slip (DIS)? What precautions do one need to observe with respect to Delivery Instruction Slips?
To give the delivery one has to fill a form called Delivery Instruction Slip (DIS). DIS may be compared to cheque book of a bank account. The following precautions are to be taken in respect of DIS:-
• Ensure and insist with DP to issue DIS book. Submit DIS instruction request slip (contained in previous booklet) duly complete in all respects to the DP.
• Ensure that DIS numbers are pre-printed and DP takes acknowledgment for the DIS booklet issued to investor.
• Ensure that your account number [client id] is pre-stamped.
• If the account is a joint account, all the joint holders have to sign the instruction slips. Instruction cannot be executed if all joint holders have not
signed.
• Avoid using loose slips.
• Do not leave signed blank DIS with anyone viz., broker/sub-broker, DPs or any other person/entity.
• Keep the DIS book under lock and key when not in use.
• If only one entry is made in the DIS book, strike out remaining space to prevent misuse by any one.
• BO should personally fill in target account-id and all details in the DIS.
• If the DIS booklet is lost / stolen / not traceable, the same must be intimated to the DP immediately in writing. On receipt of such intimation, the DP will
cancel the unused DIS of the said booklet.

60. Is it possible to give delivery instructions to the DP over Internet and if yes,  how?
Yes. Both NSDL and CDSL have launched this facility for delivering instructions to your DP over Internet, called SPEED-e and EASI respectively. The facility can be used by all registered BOs after paying the applicable charges.

61. Is it possible to get securities allotted in public offering directly in the electronic form?
Yes, it is possible to get securities allotted to in Public Offerings directly in the electronic form. In the public issue application form, there is a provision to indicate the manner in which an investor wants the securities to be allotted. He has to mention the BO ID, name and DP ID on the application form. Any allotment made will be credited into the BO account.

Pledging
62. Can one pledge the dematerialised securities?
Yes. Pledging dematerialised securities is easier and more advantageous as compared to pledging physical securities.

63. What should one do to pledge electronic securities?
The procedure to pledge electronic securities is as follows:
• Both BOs, investor (pledgor) and the lender (pledgee) must have BO account with the same depository;
• Pledgor will have to instruct DP to create pledge in prescribed standard form (Pledge Request Form) with the details of the securities;
• The lender (pledgee) has to confirm the request through his/her DP;
• Once this is done, securities are pledged.
• All financial transactions between the pledgor and the pledgee are handled as per usual practice outside the depository system.

64. What is the procedure for closure of pledge after repayment of loan?
After the repayment of loan, pledgor can request for a closure of pledge by instructing the DP in a prescribed format. The pledgee on receiving the repayment will instruct his DP accordingly for the closure of the pledge.

65. Can pledgor (investor) change the securities offered in a pledge?
Yes, if the pledgee (lender) agrees, pledgor (investor) may change the securities offered in a pledge.

66. Who will receive the corporate benefits on the pledged securities?
The securities pledged are only blocked in the account of pledgor (investor) in favour of the pledgee (lender). The pledgor would continue to receive all the corporate benefits.

Transaction Statement
67. How does one know that the DP has updated the account after each transaction?
The DP provides a Transaction Statement periodically, which gives details of current balances and various transactions made through the depository account.
If desired, DP may provide the Transaction Statement at intervals shorter than the stipulated ones, probably at a cost.
Depositories also provide SMS Alert facility for demat account holders whereby investors can receive alerts for debits (transfers) to their demat accounts and for credits in respect of corporate actions for IPO and offer for sale. Under this facility, investors can receive alerts, a day after such debits (transfers)/credits take place. These alerts are sent to those account holders who have provided their mobile numbers to their DPs.

68. At what frequency will the investor receive his transaction and holding statement from his DP?
DPs have to provide transaction statements to their clients once in a month, if there is any transaction. DPs have to provide the transaction statements / holding statement to the BOs in other cases as per the table given below “-
DPs also provide transaction statement in electronic form under digital signature subject to their entering into a legally enforceable arrangement with the BOs to this effect.
Type of BO account Frequency of Transaction statement / Holding statement sent to BO
Accounts with zero balance and nil transactions during the year
– No Transaction statement.
– One physical statement of holding annually.
(DP shall resume sending the transaction statement as and when there is a transaction in the account)
Accounts which become zero balance during the year
– No transaction statement for the duration when the balance remains nil
– An annual statement of holding Accounts with credit balance but no transactions during the year
– No Transaction statement
– One statement of holding for the year

69. What is to be done if there are any discrepancies in transaction statement?
In case of any discrepancy in the transaction statement, BO can contact his DP. If the discrepancy cannot be resolved at the DP level, BO should approach the Depository.

70. Whom should BO contact in case of any investor complaint / problem / query?
In case of any investor complaint / problem / query one may first contact his DP. If DP is unable to solve the complaint / problem / query one should approach concerned depository. If one is not satisfied one may approach SEBI. One may also approach SEBI directly through SEBI Complaints Redress System

(SCORES).
SCORES is a web based centralized grievance redress system of SEBI.
SCORES enables investors to lodge and follow up their complaints and track the status of redressal of such complaints online from the above website from anywhere.To register a complaint online on SCORES portal,  (http://scores.gov.in) click on “Complaint Registration” under “Investor Corner”
then fill up the mandatory details and submit your complaint.

Nomination
71. Who can nominate?
Nomination can be made only by individuals holding beneficial accounts either singly or jointly. Non-individuals including society, trust, body corporate, Karta of HUF, holder of POA cannot nominate.

72. Who can be a nominee?
Only an individual can be a nominee. A nominee shall not be a society, trust, body corporate, partnership firm, Karta of HUF or a POA holder.

73. Why is it important to nominate?
Nomination is helpful in smooth transmission of shares upon the death of the BO/s. The nomination once made can be changed at a later date as desired by the BO/s.

Transmission of dematerialised securities

74. What is transmission of dematerialised securities?
Transmission is the process by which securities of a deceased account holder are transferred to the account of his legal heirs / nominee. Process of transmission in case of dematerialised holdings is more convenient as the transmission formalities for all securities held in a demat account can be
completed by submitting documents to the DP, whereas in case of physical securities the legal heirs/nominee/surviving joint holder has to independently correspond with each company in which securities are held.

75. In the event of death of the sole holder, how the successors should claim the securities lying in the demat account?
The claimant should submit to the concerned DP an application i.e. Transmission Request Form (TRF) along with the following supporting documents –
1. In case of death of sole holder; where the sole holder has appointed a nominee
• Notarised copy of the death certificate
2. In case of death of the sole holder; where the sole holder has not appointed a nominee
• Notarised copy of the death certificate
And any one of the below mentioned documents :
• Succession certificate
• Copy of probated will
• Letter of Administration
The DP, after ensuring that the application is genuine, will transfer securities to the account of the claimant. The major advantage in case of dematerialised holdings is that the transmission formalities for all securities held with a DP can be completed by interaction with the DP alone, unlike in the case of physical share certificates, where the claimant will have to interact with each issuing company or its registrar separately.

Inter Depository Transfers
76. If a BO holds an account with NSDL/CDSL, can he receive securities from an account in CDSL/NSDL?
Yes. Inter depository transfers are possible without any additional costs.
Basic Services Demat Account (BSDA)

77. What is BSDA?
Basic Services Demat Account (BSDA) is provided by DPs with effect from October 1, 2012 with limited services to achieve wider financial inclusion,
encourage holding of demat accounts and reduce the cost of maintaining securities in demat accounts for retail individual investors.

78. Who is eligible to open of BSDA ?
a. All the individuals who have or propose to have only one demat account where they are the sole or first holder.
b. Individuals having any other demat account/s where they are not the first holder shall be eligible for BSDA in respect of the single demat account where they are sole or first holder.
c. The individual shall have only one BSDA in his/her name across all depositories.
d. Value of securities held in the demat account shall not exceed Rs. two lakhs at any point of time.
The DPs shall reassess the eligibility of the BOs at the end of every billing cycle and give option to the BOs who are eligible to opt for BSDA

79. Can a existing account holder open a BSDA?
Yes. All existing eligible individuals can convert their demat account into BSDA on the date of the next billing cycle based on the value of holding of securities in the account as on the last day of previous billing cycle.
The DPs shall reassess the eligibility of the BOs at the end of every billing cycle and give option to the BOs who are eligible to opt for BSDA.

80. What are the charges applicable to the BSDA?
The charge structure may be on a slab basis as indicated below:
a. No Annual Maintenance Charges (AMC), if the value of holding is upto Rs. 50,000.
b. AMC not exceeding Rs 100 if the value of holding is Rs 50,001 to Rs 200,000,

Charges for statements:
i. Electronic statements shall be provided free of cost.
ii. In case of physical statements, the DP shall provide at least two statements free of cost during the billing cycle. Additional physical statement may be
charged at a fee not exceeding Rs.25/- per statement.

81. How the value of holding in BSDA calculated?
The value of holding shall be determined by the DPs on the basis of the daily closing price or NAV of the securities or units of mutual funds, as the case may be. Where such price is not available the last traded price may be taken into account and for unlisted securities other than units of mutual funds, face value may be taken in to account.

82. In case the value of holding exceeds the prescribed criteria what will be
applicable charges for BSDA?
If the value of holding in such BSDA exceeds the prescribed criteria at any date, the DPs may levy charges as applicable to regular accounts (non-BSDA) from that date onwards.

83. At what frequency will the investor receive his Transaction & Holding Statement from his DP for BSDA?

a. Transaction statements:
• Transaction statements shall be sent to the BO at the end of each quarter. If there are no transactions in any quarter, no transaction statement may be sent for that quarter.
• If there are no transactions and no security balance in an account, then no further transaction statement shall be provided.
• Transaction statement shall be required to be provided for the quarter in which the account became a zero balance account.

b. Holding Statement:
• One annual physical statement of holding shall be sent to the stated address of the BO in respect of accounts with no transaction and nil balance.
• One annual statement of holding shall be sent in respect of remaining accounts in physical or electronic form as opted for by the BO.

84. How many Delivery Instruction Slips (DIS) shall be issued for BSDA?
At least two Delivery Instruction Slips (DIS) shall be issued at the time of account opening.

85. How will intimation of debit transaction be given to the BOs opting for BSDA?
All BOs opting for the facility of BSDA, shall register their mobile number for availing the SMS alert facility for debit transactions.