Section 56 of The Companies Act, 2013
Transfer or transmission or transposition of securities.
40.(1) Save as otherwise specified in provisions of securities laws or Companies Act, 2013 and rules made thereunder, the shall also comply with the requirements as specified in this regulation for effecting .
(2) The board of directors of a listed entity may delegate the power of transfer of securities to a committee or to compliance officer or to the registrar to an issue and/or share transfer agent(s):
Provided that the board of directors and/or the delegated authority shall attend to the formalities pertaining to transfer of securities at least once in a fortnight:
Provided further that the delegated authority shall report on transfer of securities to the board of directors in each meeting.
(3) On receipt of proper documentation, the listed entity shall register transfers of its securities in the name of the transferee(s) and issue certificates or receipts or advices, as applicable, of transfers; or issue any valid objection or intimation to the transferee or transferor, as the case may be, within a period of fifteen days from the date of such receipt of request for transfer:
Provided that the listed entity shall ensure that transmission requests are processed for securities held in dematerialized mode and physical mode within seven days and twenty one days respectively, after receipt of the specified documents:
Provided further that proper verifiable dated records of all correspondence with the investor shall be maintained by the listed entity.
(4) The listed entity shall not register transfer when any statutory prohibition or any attachment or prohibitory order of a competent authority restrains it from transferring the securities from the name of the transferor(s).
(5) The listed entity shall not register the transfer of its securities in the name of the transferee(s) when the transferor(s)objects to the transfer:
Provided that the transferor serves on the listed entity, within sixty working days of raising the objection, a prohibitory order of a Court of competent jurisdiction.
(6) The listed entity shall not decline to, register or acknowledge any transfer of shares, on the ground of the transferor(s) being either alone or jointly with any other person or persons indebted to the listed entity on any account whatsoever.
(8) In case the listed entity has not effected transfer of securities within fifteen days or where the listed entity has failed to communicate to the transferee(s)any valid objection to the transfer,within the stipulated time period of fifteen days,the listed entity shall compensate the aggrieved party for the opportunity losses caused during the period of the delay:
Provided that during the intervening period on account of delay in transfer above, the listed entity shall provide all benefits, which have accrued, to the holder of securities in terms of provisions of Section 126 of Companies Act, 2013, and Section 27 of the Securities Contracts (Regulation) Act, 1956:
Provided further that in case of any claim, difference or dispute under this sub-regulation the same shall be referred to and decided by arbitration as provided in the bye-laws and/or regulations of the stock exchange(s).
(9) The listed entity shall ensure that the share transfer agent and/or the in-house share transfer facility, as the case may be, produces a certificate from a practicing company secretary within one month of the end of each half of the financial year, certifying that all certificates have been issued within thirty days of the date of lodgement for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies.
(10)The listed entity shall ensure that certificate mentioned at sub-regulation (9), shall be filed with the stock exchange(s) simultaneously.
(11)In addition to transfer of securities, the provisions of this regulation shall also apply to the following :
(a)deletion of name of the deceased holder(s) of securities, where the securities are held in the name of two or more holders of securities ;
(b) transmission of securities to the legal heir(s), where deceased holder of securities was the sole holder of securities;
(c)transposition of securities, when there is a change in the order of names in which physical securities are held jointly in the names of two or more holders of securities.
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018
Circular No.: SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20/04/2018- Strengthening the Guidelines and Raising Industry standards for RTA, Issuer Companies and Banker to an Issue
Circular on standardised norms for transfer of securities in physical mode dated 06.11.2018
Circular with respect to mandatory dematerialization for transfer of securities dated 9.07.2018
Clarification on amendment to Regulation 40 of SEBI (LODR) Regulations, 2015 with respect to mandatory dematerialization for transfer of securities dated 17.09.2018
Clarification to circular no. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20.04.2018
LODR – SCHEDULE VII
TRANSFER OF SECURITIES
[See Regulation 40(7) and 61(4)]
A. REQUIREMENT OF PAN
For securities market transactions and/or for off-market or private transactions involving transfer of shares in physical form, the transferee(s) as well as transferor(s) shall furnish copy of PAN card to the listed entity for registration of such transfer of securities.
3. In cases where PAN card is not available i.e. in case of residents of Sikkim, the requirement of PAN Card may be substituted with Identity proof.
4. In case of mismatch in PAN card details as well as difference in maiden name and current name, in case of married women, of the holder(s) of securities, the listed entity may collect the PAN card as submitted by the transferee(s) or transferor(s) as the case maybe:
Provided that this shall be subject to the listed entity verifying the veracity of the claim of such transferee(s) or transferor(s) by collecting sufficient documentary evidence in support of the identity of the transferee(s) or transferor(s).
B. DIFFERENCES IN SIGNATURE
1. In case of minor differences in the signature of the transferor(s), the listed entity shall follow the following procedure for registering transfer of securities:
a. the listed entity shall promptly send to the first transferor(s), via speed post anintimation of the aforesaid defect in the documents and inform the transferor(s)that objection, supported by valid proof, is not lodged by the transferor(s) with the listed entity within fifteen days of receipt of the listed entity’s letter, then the securities shall be transferred;
b. if the intimation to the transferor(s) is delivered and the objection from the transferor(s) with supporting documents is not received within fifteen days, the listed entity shall transfer the securities provided the listed entity does not suspect fraud or forgery in the matter:
Provided that the listed entity shall maintain proof of delivery for in their record(s).
2. In case of major differences in, or non-availability of, the signature of the transferor(s), the listed entity shall follow the following procedure for registering transfer of securities:
a. The listed entity shall promptly send to the transferee(s), via Speed Post, an Objection Memo along with the documents in original marking the reason as “material signature difference/ non-availability of signature” and an advice to ensure submission of requested documents of the transferor(s);
b. The listed entity shall also send a copy of the Objection memo as per clause(a) of sub-para (2) to the transferor(s), via Speed Post, simultaneously;
c. The above Objection Memo in clause (a) and (b) of sub-para (2) shall also state the requirement of additional documents of transferor(s) as follows for effecting the transfer:
i. an Affidavit to update transferor(s) signature in its records;
ii. an original unsigned cancelled cheque and banker’s attestation of the transferor(s) signature and address);
iii. contact details of the transferor(s) and ;
d. If the intimation to both the transferor(s) and the transferee(s) are delivered, requested documents of the transferor(s) are submitted to the listed entity and the address attested by the bank tallies with the address available in the database of listed entity, the listed entity, shall transfer the securities provided the listed entity does not suspect fraud or forgery in the matter:
Provided that listed entity shall maintain proof of delivery in their record(s).
C. ADITIONAL DOCUMENTATION REQUIREMENTS IN CASE OF TRANSMISSION OF SECURITIES
1. In case of transmission of securities held in dematerialized mode, where the securities are held in a single name without a nominee, for the purpose of following simplified documentation, as prescribed by the depositories vide bye-laws or operating instructions, as applicable, the threshold limit is rupees five lakhs only per beneficiary owner account.
2. In case of transmission of securities held in physical mode:
a. where the securities are held in single name with a nominee:
i. duly signed transmission request form by the nominee;
ii. original or copy of death certificate duly attested by a notary public or by a gazetted officer;
iii. self attested copy of PAN card of the nominee.
b. where the securities are held in single name without a nominee, a affidavit made on appropriate non judicial stamp paper , to the effect of identification and claim of legal ownership to the securities shall be required and additionally
i. for value of securities, threshold limit of upto rupees two lakh only, per listed entity, as on date of application, one or more of the following documents may be submitted :
1. No objection certificate from all legal heir(s) who do not object to such transmission or copy of family settlement deed duly notarized or attested by a gazetted officer and executed by all the legal heirs of the deceased holder;
2. indemnity made on appropriate non judicial stamp paper, indemnifying the listed entity ;
ii. for value of securities, threshold limit, more than rupees two lakh, per listed entity, as on date of application, succession certificate or probate of will or letter of administration or court decree shall be submitted;
iii. the listed entity however, at its discretion, may enhance value of securities, threshold limit, of rupees two lakh.