Regulation 20 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Every listed company has a committee responsible for security holder grievances. Very few treat it as a committee with a workload.
That is the gap Regulation 20 addresses: the SRC's role was widened from processing transfers and transmissions to reviewing how well the grievance machinery actually works — measured in outcomes, not in receipt registers.
At least three directors, with at least one independent director, and a non-executive chairperson. It meets at least once a year. Its role covers security holder grievances — transfer, transmission, non-receipt of the annual report, non-receipt of declared dividends, new certificates — and, importantly, reviewing the measures taken for effective redressal and the performance of the registrar and share transfer agent.
Composition
| Requirement | Position |
|---|---|
| Minimum members | Three directors |
| Independence | At least one independent director |
| Chairperson | A non-executive director |
| Meetings | At least once a year |
The chair rule is the operative one. The chairperson must be non-executive — the committee is reviewing how the company treats its own investors, and a management chair reviewing management's performance produces the wrong document.
The chairperson of the SRC, like the audit committee chairperson, is expected to be available to shareholders at the annual general meeting, because the grievance record is precisely what a retail shareholder wants to ask about.
What it is responsible for
Resolving security holder grievances — transfer and transmission of securities, non-receipt of the annual report, non-receipt of declared dividends, issue of new or duplicate certificates, and the general meeting complaints that follow from each.
Reviewing the measures taken for effective exercise of voting rights by shareholders. A striking item, and one that is rarely minuted. It means the committee is expected to look at whether the e-voting facility, the notice process and the registrar's records actually let shareholders vote — not whether the facility exists. E-voting and voting results →
Reviewing adherence to the service standards adopted by the listed entity in respect of the various services rendered by the registrar and share transfer agent.
Reviewing the various measures and initiatives taken for reducing the quantum of unclaimed dividends and ensuring the timely receipt of dividend warrants, annual reports and statutory notices by shareholders.
That last item is a genuine performance measure. Unclaimed dividends accumulate quietly, and the balance is a direct indicator of how well the entity maintains shareholder records.
Where the committee's work is visible
Regulation 13 — the grievance statement. The listed entity files a statement with the exchange giving the number of investor complaints pending at the beginning of the quarter, received during the quarter, disposed of during the quarter, and remaining unresolved at the end — within 21 days from the end of the quarter.
Those four numbers are public, quarter on quarter, and they are the committee's report card. A rising unresolved balance is visible to anyone who cares to look, and it is the sort of trend an inspection notices before the company does.
Complaints also arrive through SEBI's SCORES platform, and a complaint that is not resolved there escalates rather than lapsing. SEBI SCORES →
Regulation 7 — the share transfer agent. The entity appoints a registrar and share transfer agent, or maintains the facility in-house, and the SRC reviews adherence to service standards. Where the agent changes, the entity must comply with the intimation requirements — the switch is not purely an operational matter. Transfer and transmission of securities →
The practical failure mode
An SRC that meets once a year, notes that all complaints received were resolved, and adjourns.
Nothing in that is non-compliant on its face. But the regulation asks for a review of measures taken and of the registrar's service standards — not a count of tickets closed. A committee whose minutes record only the number resolved has not evidenced the review it was required to conduct, and the gap becomes visible the moment the unresolved balance rises or a complaint escalates through SCORES.
Minuting the service standard against actual turnaround time, and the unclaimed dividend trend, takes one additional page and answers the question a regulator will ask.
Key takeaways
- Three directors, at least one independent, non-executive chair.
- Meets at least once a year — treat that as a floor, not a target.
- Review measures, not counts. The regulation asks about effectiveness.
- Registrar service standards are the committee's to review.
- The unclaimed dividend trend is a real performance indicator.
- The Regulation 13 quarterly statement is public and shows the pending balance.
- Voting facility effectiveness is an SRC item, and is rarely minuted.
Read next
- Regulation 40: Transfer and Transmission of Securities
- Regulation 44: E-Voting and Submitting Voting Results
- Regulation 18: The Audit Committee of a Listed Entity
- SEBI Complaints Portal — SCORES System
Disclaimer: Positions stated as on 5 September 2026. Verify the current text of the Listing Regulations and Part D of Schedule II on sebi.gov.in before relying on any requirement here.