Transfer of Shares in Physical Form: A company shall not register a transfer of Shares, unless a proper instrument of transfer, in Form No.SH.4 (refer Rule 11(1) of The Companies (Share Capital and Debentures) Rules, 2014), duly stamped, dated and executed by or on behalf of the transferor and the transferee and specifying the name, address and occupation, if any, of the transferee has been delivered to the company by the transferor or the transferee within a period of sixty days from the date of execution, along with the certificate relating to the securities.

Where the instrument of transfer has been lost or the instrument of transfer has not been delivered within the prescribed period, the company may register the transfer on such terms as to indemnity as the Board may think fit.

On receipt of proper documentation, the Company shall register transfers of its securitiesin the name of the transferee(s) and issue certificates of transfers; or issue any validobjection or intimation to the transferee or transferor, as thecase may be, within a period of 15 days from the date of such receipt of request fortransfer.

Stamping:
Section 56 of the Companies Act, 2013 requires that where share transfer form is delivered to the Company, it shall be duly stamped. It means stamp of adequate value should be affixed and cancelled on the transfer deed. Unless particular mode of cancellation is prescribed in any state, crossing of stamp is sufficient.

According to Section 17 of the Stamp Act, the stamp duty must be paid or stamps be affixed before or at the time of execution of the transfer deed. Therefore, the stamp duty must be affixed on the transfer deed before lodging the same before the company.

Valuation of shares for affixing stamps on the transfer deed
The valuation shall be determined on the basis of the quotations available on the Stock Exchange(s) (National Stock Exchange of India Limited and BSE Limited) on the date of execution of the transfer deed or the consideration paid, whichever is higher.

Value of share transfer stamp
As per Article 62 of Schedule I of Indian Stamp Act, 1899, stamp duty to be paid on transfer (whether with or without consideration) of shares in an incorporated company or other body corporate will be 25 paise for every Rs.100/- or part thereof of the value of share i.e., @ 0.25%. The Stamp duty on share transfer is same for all states in India.

Section 57 of the Companies Act, 2013 “Punishment for Personation of Shareholder”
If any person deceitfully personates as an owner of any security or interest in a company, or of any share warrant or coupon issued in pursuance of this Act, and thereby obtains or attempts to obtain any such security or interest or any such share warrant or coupon, or receives or attempts to receive any money due to any such owner, he shall be punishable with imprisonment for a term which shall not be less than one year but which may extend to three years and with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.

Depository system:
Section 56(1) provides that the provisions of Section 56 shall not apply to transfer of securities under the depositories system. Accordingly, the instrument of transfer and the connected formalities in Section 56 do not apply to the transfer of securities held under the system of depositories. Mere delivery of transfer instruction in the prescribed form to the concerned Depository Participant by the transferor shall be sufficient.

Statutory Prohibition
A company shall not register transfer whenany statutoryprohibitionorany attachmentorprohibitoryorderofacompetent authorityrestrains itfromtransferringthesecuritiesfromthe nameofthe transferor(s).

Company shall not register the transfer of its securities in the name of thetransferee(s) whenthetransferor(s)objectstothetransfer. However, the transferor shall serve on the company, within sixty working days of raisingthe objection, a prohibitory order of a Court of competent jurisdiction.

Transmission of shares in physical form:A transmission of shares in a Company of a deceased member thereof made by legal representative of a deceased member of the Company shall be considered as transmission of shares by operation of law and will be registered by the Company in the Register of Members. It is not necessary to have any instrument of transfer executed for the purpose of transmission of shares. Since the transmission is by operation of law, neither consideration not stamp duty is required on instruments of transmission.

Regulation 23 to 26 of table F of Schedule I of the Companies Act, 2013 contain relevant provisions relating to transmission of shares. They are as under:
23. (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees or legal representatives where he was a sole holder, shall be the only persons recognised by the company as having any title to his interest in the shares.

(ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons.

24. (i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided, elect, either—
(a) to be registered himself as holder of the share; or
(b) to make such transfer of the share as the deceased or insolvent member could have made.
(ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the deceased or insolvent member had transferred the share before his death or insolvency.

25. (i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects.
(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share.
(iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member.
26. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company:

Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share, until the requirements of the notice have been complied with.

Company shall ensure that transmission requests are processed forsecurities held in dematerialized mode and physical mode within 07 days and 21 days respectively, after receipt of the specified documents.

Registrars and Share Transfer Agents
[Contact details for telephonic clarifications / redressal of complaints]

The Company has an in-house share transfer facility. For any query relating to Shares of the Company, the following executives of the Company can be contacted:

SEBI Registration No.: INR 200004114

Mr. K. Raju
Officer - Operations
Investors Service Cell
Nagarjuna Fertilizers and Chemicals Limited(In-house Share Transfer Agent)
CIN: L24129TG2006PLC076238
Plot No.44, Eco House, Nagarjuna Hills, Punjagutta, Hyderabad - 500 082
E-mail: investors@nfcl.in
Telephone No: +91-40-23358405 / 23358406

Or

Mr. Vijaya Bhasker M
Company Secretary
Nagarjuna Fertilizers And Chemicals Limited
CIN: L24129TG2006PLC076238
D.No 8-2-248, Nagarjuna Hills, Punjagutta,
Hyderabad 500082 Telangana
Telephone No: +91-40-23355317
Email: mvijayabhasker@nfcl.in

IMPORTANT: SECURITIES OF LISTED COMPANIES WOULD BE TRANSFERRED IN DEMATERIALISED FORM ONLY

On June 8, 2018, SEBI vide Notification No. SEBI/LAD-NRO/GN/2018/24 notified SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (FOURTH AMENDMENT) REGULATIONS, 2018.

As per the amendment, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. The Notification shall come into force on the 180th day from the date of publication in official gazette. Accordingly, transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository with effect from December 5, 2018.

In view of the above, it is hereby clarified that:

a) The amendment does not prohibit the investor from holding the shares in physical form; investor has the option of holding shares in physical form even after December 5, 2018.

b) The amendment is not applicable for transmission (i.e. transfer of title of shares by way of inheritance / succession) and transposition (i.e. re-arrangement / interchanging of the order of name of shareholders) cases.

c) Any investor who is desirous of transferring shares (which are held in physical form) after December 5, 2018 can do so only after the shares are dematerialised.

SEBI vide Notification No. SEBI/LAD-NRO /GN/ 2018/49 dated November 30, 2018 notified that “Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018 in the Gazette of India on June 8, 2018 vide No. SEBI/LAD-NRO/GN/2018/24” shall come into force with effect from April 1, 2019. Accordingly, of securities shall not be processed unless the securities are held in the dematerialized form with a depository with effect from April 1, 2019.

Transfer of Shares held in physical form:

For shares held in physical form, transfer would be effected by the Company’s on receipt of the following documents:

a) Original Share Certificate(s)

b) Self-attested PAN Card of Transferor and Transferee. (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).

c) Complete Bank details / Cancelled Cheque Leaf bearing the name of the Transferee

d) Duly stamped, dated and executed Share Transfer Deed in prescribed Form SH-4 complete in all respect.

Things to remember:

a) Blank transfer form (SH -4) can be availed from Broker / Stock Exchange / can be download from Company’s website.

b) Frank / Affix Share Transfer Stamps(s) on the form SH-4 of requisite stamp duty calculated @ 0.25% of the market value of the shares as on the date of execution of the transfer or the consideration amount, whichever is higher.

c) Fill-in the details of form in all respects.

d) Ensure that the transferor(s) and transferee(s) have signed in the space indicated and that the Signature(s) of the transferor(s) is witnessed

e) Validity of the executed SH-4: 60 days from the date of execution

f) State your complete address along with Pin Code Number, Email Address, Mobile Number, on the Share Transfer Deed.

Company’s details for filling the Form SH - 4:

o CIN: L24129AP2006PLC076238

o Company’s Full Name: NAGARJUNA FERTILIZERS AND CHEMICALS LIMITED

Name of the Stock Exchanges where the shares of the Company are listed:

(1) The BSE Limited and

(2) The National Stock Exchange of India Limited

Transfer of share for transfer deeds executed prior to December 01, 2015

a) Non-availability of PAN of the transferor for transfer deeds executed prior to December 01, 2015:

It has been brought to the notice of SEBI that many transfer deeds executed prior to the notification of LODR, (i.e., December 01, 2015) have not been registered due to non-availability of PAN of the transferor. It is clarified that transfer deeds executed prior to notification of LODR may be registered with or without the PAN of the transferor as per the requirement of quoting PAN under the applicable Income Tax Rules.

b) Mismatch of name in PAN card vis-à-vis name on share certificate/ transfer deed: In such cases, transfer shall be registered on submission of any of the four following additional documents explaining the difference in names:

i. Copy of Passport
ii. Copy of legally recognized Marriage Certificate
iii. Copy of gazette notification regarding change in name
iv. Copy of Aadhar Card

c) Major mismatch / Non-availability of transferor’s signature:

As per procedure laid down in LODR, in case of non-availability / major mismatch in transferor’s signature the transferor is required to update his / her signature by submitting bank attested signature along with an affidavit and cancelled cheque to the RTA/company. Multiple instances have been brought to the notice in such cases, where the transferor did not take efforts to update his signature since he had already received the consideration for the transfer. Further, in many cases, the transferors could not be traced now.

Accordingly, following procedure / documentation shall be followed for registration of transfer of securities, in such cases:

(i) RTA/ company shall follow the procedure as laid down in Para (B)(2) of Schedule VII of LODR for major difference or non-availability of signature of the transferor(s).

Para (B)(2) of Schedule VII of LODR

(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.

(ii) Issuers / RTAs shall make efforts to contact the transferor:

1) By checking the Dividend history and obtaining the current contact details from the bank where dividend was encashed.
2) From the address, email ids and phone numbers, if any, available with the Depositories / KRA

(iii) In case of non-delivery of the objection memo to the transferor or non-cooperation by / inability of the transferor to provide the required details to the transferee, company / RTA shall register the transfer after following the procedure as under:

1. Following additional documents shall be collected from the transferee:
i) An indemnity bond from the transferee in the format placed at Annexure A;
ii) Copy of address proof - Passport / Aadhar Card / Driving License of the transferee.
iii) An undertaking that the transferee will not transfer/ demat the physical securities until the lock-in period specified under clause (4) below is completed.

2. RTA may also verify the documents submitted by the transferee with the KYC details, if any, available with the Depositories / KRAs.

3. Companies / RTAs shall publish an advertisement in at least one English language national daily newspaper having nationwide circulation and in one regional language daily newspaper published in the place of registered office of the listed entity is situated, giving notice of the proposed transfer and seeking objection, if any, to the same within a period of 30 days from the date of advertisement. A copy of the advertisement shall also be published on the company’s website.

4. Transfer shall be effected only after the expiry of 30 days from the newspaper advertisement. The shares so transferred shall bear a stamp affixed by the company / RTA stating that these securities shall be under lock-in for a period of 6 months from the date of registration of transfer and should not be transferred / dematerialized during the said period.

5. Names of the transferor, transferee and no. of securities transferred under this procedure shall be disclosed on the company’s website for a period of 6 months from the date of transfer. This information shall also be displayed on stock exchange website as a corporate announcement.

6. In case the bank attested address of the transferor differs from the records available with the company / RTA, companies / RTAs shall register the transfer by updating the new address as attested by the bank. Further, intimation may also be sent by the RTA with regard to updation of address on the old and new address of the transferor.

The Securities and Exchange Board of India vide Circular SEBI/ HO / MIRSD / DOP1 / CIR / P / 2018 / 73 dated April 20, 2018 with the intention to strengthen the standards for Share Transfer Agent (RTA) has prescribed guidelines for procedures and processes with regard to handling, maintenance and updating of records, transfer / transmission of securities and payment of dividend.

As per the guidelines where bank account details of the shareholder is not available with RTA or there is change in bank account details, RTA shall obtain account details along with cancelled cheque to update the securities holder’s data. The original cancelled cheque shall bear the name of the securities holder failing which securities holder shall submit copy of bank passbook /statement attested by the bank.

The unpaid dividend shall be paid via electronic bank transfer. In case electronic payment instructions have failed or have been rejected by the bank, the company may ask the banker to make payment though physical instrument such as banker’s cheque or demand draft to such securities holder incorporating his bank account details.

The RTA has been bestowed with the responsibility to take special efforts to collect copy of PAN, and bank account details of all shareholders holding shares in physical form.

Shareholders who are unable to respond and provide PAN and bank details within 180 days of the circular or have informed that the securities available in their name as per the records of RTA does not belong to them, shall be subject to enhanced due diligence.

In case of residents of Sikkim, the requirement of PAN Card be substituted with a valid Identity proof issued by Government.

Accordingly all the shareholders are requested to submit a copy of the PAN card and original cancelled cheque leaf /attested bank passbook showing name of account holder at the earliest. Further it is also requested to update the contact details viz., the complete postal address, the mobile number and any alternate number, and landline and email address for effective communications with Company.

Transmission:

Transmission means transfer of interest in shares of a company, of a deceased member of the company to his/her legal representative or nominee by Operation of Law. Request for Transmission should be made by the legal representative or nominee of a deceased member who will be registered by the company in the Register of Members.

i) The survivors in case of joint holding can get the shares transmitted in their names by production of the death certificate of the deceased holder of shares. The Company records the particulars of the death certificate and a reference number of recording entry is given to the shareholder so as to enable him / her to quote such number in all future correspondence with the Company.

ii) If a member of a Company dies and he leaves after him a will or letter of administration that the survivors shall get a copy of ‘will’ certified under the seal of a court of competent jurisdiction. The certified copy of the will is called a ‘probate’ and it shall be forwarded to the Company.

iii) If a member of the Company dies without leaving a will, than succession certificate issued by a court of competent jurisdiction shall be submitted to the Company.

iv) In case a member of the Company becomes bankrupt, the official receiver shall produce documentary evidence of his appointment from a competent court.

Documentary requirement for shares held in physical mode:

I. For securities held in single name with a nominee:

a) Duly signed transmission request letter by the nominee.
b) Original share certificate(s)
c) Original or Copy of death certificate duly attested by a Notary Public or by a Gazetted Officer.
d) Self-attested copy of PAN card of the nominee. (Copy of PAN card may be substituted with ID proof in case of residents of Sikkim after collecting address proof)
e) Proof of address of the nominee
f) Signature of the nominee attested by the manager of a bank with whom an Account is maintained
g) Original cancelled cheque bearing the name of the nominee.

II. For securities held in single name without a nominee, the following additional documents shall be provided:

For value of securities up to Rs.2,00,000 (Rupees Two lakh only) per issuer company as on date of application, one or more of the following documents:

a) Succession certificate or probate of will or will or letter of administration or court decree, as may be applicable in terms of Indian Succession Act, 1925.
b) Affidavit from all the legal heirs made on appropriate non judicial stamp paper, to the effect of identification and claim of legal ownership to the securities.
c) 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;
d) Indemnity made on appropriate non judicial stamp paper, indemnifying the Company
In case the legal heir(s)/claimant(s) is named in the succession certificate or probate of will or will or letter of administration, an affidavit from such legal heir/claimant(s) alone would be sufficient.

In case of submission of Succession Certificate or probate of will or will or letter of administration or court decree, as may be applicable in terms of Indian Succession Act, 1925, No objection certificate from all legal heir(s) and indemnity bond is not mandatory.

For value of securities more than Rs.2,00,000 (Rupees Two lakh only) per issuer company as on date of application, one or more of the following documents:

a) Succession certificate or probate of will or will or letter of administration or court decree, as may be applicable in terms of Indian Succession Act, 1925 (mandatory).
b) Affidavit from all the legal heirs made on appropriate non judicial stamp paper – to the effect of identification and claim of legal ownership to the securities.
c) 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;
d) Indemnity made on appropriate non judicial stamp paper, indemnifying the Company

III. Where shares are held in joint names, the share will be transmitted to the name of the surviving holder on submission of following documents:

a) Duly signed transmission request letter by the surviving member(s)
b) Original Share certificate
c) Copy of the Death certificate duly attested by a Gazetted officer or by a Notary Public in original.
d) Copy of the surviving Member’s PAN Card duly self-attested
e) Proof of address of the surviving Member’s
f) Specimen signature attested by the Manager of the bank with whom an account is maintained.
g) Original cancelled cheque bearing the name of the surviving Member’s

Proof of address can be any of the following:

a) Valid Passport
b) Voter ID card
c) Valid Permanent Driving license
d) Aadhaar Card issued by government of India.
e) Job card issued by NREGA duly signed by an officer of the State Government Letter issued by a gazette officer, with a duly attested photograph of the person
f) Utility bill which is not more than three months old of any service provider (electricity, telephone, postpaid mobile phone, piped gas, water bill);
g) Bank account or Post Office savings bank account statement / passbook
h) Pension or family pension payment orders (PPOs) issued to retired employees by Government Departments or Public Sector Undertakings, if they contain the address
i) Documents issued by Government departments of foreign jurisdictions and letter issued by Foreign Embassy or Mission in India.

Formats:

Indemnity
Bank Certificate
Indemnity Bond for Transmission
Affidavit
No Objection Certificate / deed of relinquishment
Affidavit for transmission of shares

The Securities & Exchange Board of India has made it compulsory for the shares of Nagarjuna Fertilizers and Chemicals Limited to be traded in electronic/ demat form since 2000.

In compliance with the SEBI notification, we have signed agreements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) during the year 2000 for dematerialisation of company shares. Our ISIN No. is INE580A01013.

Dematerialisation

Dematerialisation is the process by which a shareholder can get physical certificates converted into electronic shares maintained in their client account with the Depository Participant (DP). Securities held in the dematerialised form are in fungible form, i.e. they do not bear any distinguishing features.

Dematerialisation Process:

The shareholder has to open a dematerialisation account with a depository participant eg. Stock Holding Corporation of India Limited, and other scheduled banks, institutions etc.

The investor (registered shareholder) surrenders the share certificates for dematerialisation along with a duly filled and signed dematerialisation request form (DRF) to the Depository Participant (DP).

DP intimates CDSL / NSDL of the request electronically through the system.

DP submits the certificate(s) and the DRF to the registrar and share transfer agent(RTA) for dematerialisation.

The RTA verifies the details of the certificates, signature of the shareholder etc. with the register of Members.

If the details mentioned on the DRF, including the signature of the shareholder tallies with the records of the Company, then they will electronically confirm dematerialisation request received from NSDL/CDSL.

CDSL/NSDL updates client accounts with balances.

In case of any mismatch found, the physical documents are returned to the DP with a copy to the shareholder for rectification and the request for dematerialisation is rejected. The entire process of dematerialisation takes a maximum 15 days from the date of receipt of the physical documents at the Registrars.

Rematerialisation of Shares: REMATERIALISATION Rematerialisation is conversion of electronic holding back into the physical form and issue of fresh certificates by the RTA.

RematerialisationProcess:

Beneficial owner/shareholder submits a request to the DP for re-materialisation of its holdings in its account.

DP intimates NSDL/CDSL of the request electronically through the system.

NSDL/CDSL confirms re-materialisation request to the RTA.

RTA updates accounts and prints certificates.

NSDL/CDSL updates accounts and downloads details to DPs.

RTA dispatches certificates to investors.

NATIONAL SECURITIES DEPOSITORY LIMITED / CENTRAL DEPOSITORY SERVICES LIMITED

The elaborate procedure for dematerialisation / rematerialisationcan also be viewed at the websites of National Securities Depository Limited / Central Depository Services Limited.

National Securities Depository Limited - https://nsdl.co.in/joining/invest.php

Central Depository Services Limited -https://www.cdslindia.com/investors/open-demat.aspx

What is the procedure for applying for a Duplicate Certificate?

The Shareholder has to first and foremost inform the Company of the loss of Share Certificate and file an FIR with the Police Station of his area reporting the loss of shares.

A copy of the FIR duly attested in original has to be sent to the Company along with a letter, signed by the shareholder to enable us to send him the procedure for obtaining Duplicate Shares.

The Company requires the shareholder to execute an Indemnity Bond and Affidavit on Rs.100/- and Rs.10/- Non Judicial Stamp paper as per the attached formats. The Indemnity Bond and Affidavit should be signed by the shareholder and jointholders, if any and their signatures SHOULD tally with the one in the Application / Transfer Deed.

In case the market value of shares for which duplicates are being obtained is more than Rs.10,000/- on the date of the request, then the shareholder has to send us a DD @ Rs.50/- for each duplicate share certificate favouring Nagarjuna Fertilizers and Chemicals Limited and payable at Hyderabad.

Note: The above formats are for the information of the shareholders. Shareholders seeking to apply for duplicate share certificates should write to the company and seek confirmation of the status of their share certificates before taking action unilaterally.

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In case the original Dividend Warrant is lost / misplaced / not traceable and the same remains unpaid / un-encashed as per our records, we ask the shareholder to execute an Indemnity Bond as per the attached format to enable us to process and issue the Duplicate Warrant where the warrant amount is more than Rs.100/-. However, it may be noted that no duplicate warrant will be issued during the period of validity of the warrant.

In case the warrant amount is less than Rs.100/- the shareholder along with jointholders, if any, has to just sign and return to us the attached Undertaking. However, it may be noted that no duplicate warrant will be issued during the period of validity of the warrant.

Note: The above formats are for the information of the shareholders. Shareholders seeking to apply for duplicate dividend warrants should write to the company and seek confirmation of the status of their dividend warrants before taking action unilaterally.

SEBI vide Circular “SEBI/HO/MIRSD/DOP1/CIR/P/2018/73” dated April 20, 2018 issued guidelines for strengthening and raising industrial standards for RTA, Issuer Companies and Bankers. The salient features of the guidelines are as under:

In cases where bank account details of the securities holder is not available with RTA or there is change in bank account details, RTA shall obtain account details along with cancelled cheque to update the securities holder’s data. The original cancelled cheque shall bear the name of the securities holder failing which securities holder shall submit copy of bank passbook /statement attested by the bank. RTA shall then update the bank details in its records after due verification. The unpaid dividend shall be paid via electronic bank transfer. In cases where either the bank details such as MICR (Magnetic Ink Character Recognition), IFSC (Indian Financial System Code), etc. that are required for making electronic payment are not available or the electronic payment instructions have failed or have been rejected by the bank, the issuer companies or their RTA may ask the banker to make payment though physical instrument such as banker’s cheque or demand draft to such securities holder incorporating his bank account details.

Revalidation/Re-issue requests to the dividend/interest/redemption processing bank by the RTA should contain at least Name of the Company, DPID/Client ID/Folio No. (as applicable), Original Instrument Number, MICR No., Security holder’s name, Payee’s name, Payee’s bank account Number, Bank name, reason for revalidation etc. RTA shall maintain records of the revalidation/re-issue requests.

Formats:
Indemnity Bond
Undertaking

PAN Card Requirement

SEBI vide Circular No. MRD/DoP/Cir-05/2007, dated April 27, 2007 made PAN (Permanent Account Number) the sole identification number for all participants transacting in the securities market, irrespective of the amount of such transaction. In continuation of the aforesaid circular, SEBI vide its Circular No. MRD/DoP/Cir-05/2009 dated May 20, 2009, has clarified that the shareholders/ transferee (including joint holders) holding shares in physical form are requested to furnish a Certified Copy of their PAN Card to the Company / RTA while transacting in the securities market including transfer, transmission or any other corporate action.

Guidelines to strengthen the standards for Share Transfer Agent

The Securities and Exchange Board of India vide Circular SEBI/ HO / MIRSD / DOP1 / CIR / P / 2018 / 73 dated April 20, 2018 with the intention to strengthen the standards for Share Transfer Agent (RTA) has prescribed guidelines for procedures and processes with regard to handling, maintenance and updating of records, transfer / transmission of securities and payment of dividend.

As per the guidelines where bank account details of the shareholder is not available with RTA or there is change in bank account details, RTA shall obtain account details along with cancelled cheque to update the securities holder’s data. The original cancelled cheque shall bear the name of the securities holder failing which securities holder shall submit copy of bank passbook /statement attested by the bank.

The unpaid dividend shall be paid via electronic bank transfer. In case electronic payment instructions have failed or have been rejected by the bank, the company may ask the banker to make payment though physical instrument such as banker’s cheque or demand draft to such securities holder incorporating his bank account details.

The RTA has been bestowed with the responsibility to take special efforts to collect copy of PAN, and bank account details of all shareholders holding shares in physical form.

Shareholders who are unable to respond and provide PAN and bank details within 180 days of the circular or have informed that the securities available in their name as per the records of RTA does not belong to them, shall be subject to enhanced due diligence.

In case of residents of Sikkim, the requirement of PAN Card be substituted with a valid Identity proof issued by Government.

Accordingly all the shareholders are requested to submit a copy of the PAN card and original cancelled cheque leaf /attested bank passbook showing name of account holder at the earliest. Further it is also requested to update the contact details viz., the complete postal address, the mobile number and any alternate number, and landline and email address for effective communications with Company.

Transfer of shares only in Dematerialised Form

IMPORTANT: SECURITIES OF LISTED COMPANIES WOULD BE TRANSFERRED IN DEMATERIALISED FORM ONLY

On June 8, 2018, SEBI vide Notification No. SEBI/LAD-NRO/GN/2018/24 notified SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (FOURTH AMENDMENT) REGULATIONS, 2018.

As per the amendment, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. The Notification shall come into force on the 180th day from the date of publication in official gazette. Accordingly, of securities shall not be processed unless the securities are held in the dematerialized form with a depository with effect from December 5, 2018.

In view of the above, it is hereby clarified that:
a) The amendment does not prohibit the investor from holding the shares in physical form; investor has the option of holding shares in physical form even after December 5, 2018.
b) The amendment is not applicable for transmission (i.e. transfer of title of shares by way of inheritance / succession) and transposition (i.e. re-arrangement / interchanging of the order of name of shareholders) cases.
c) Any investor who is desirous of transferring shares (which are held in physical form) after December 5, 2018 can do so only after the shares are dematerialised.
SEBI vide Notification No. SEBI/LAD-NRO /GN/ 2018/49 dated November 30, 2018 notified that “Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018 in the Gazette of India on June 8, 2018 vide No. SEBI/LAD-NRO/GN/2018/24” shall come into force with effect from April 1, 2019. Accordingly, of securities shall not be processed unless the securities are held in the dematerialized form with a depository with effect from April 1, 2019.

SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (SIXTH AMENDMENT) REGULATIONS, 2018

SEBI vide notification No. SEBI/LAD-NRO/GN/2018/47 dated November 16, 2018 notified Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2018. The gist of amended Regulations pertaining to transfer, transmission or transposition of shares is as under:

“(b) where the securities are held in single name without a nominee, an affidavit from all legal heir(s) made on appropriate non judicial stamp paper, to the effect of identification and claim of legal ownership to the securities shall be required;

Provided that in case the legal heir(s)/claimant(s) is named in the succession certificate or probate of will or will or letter of administration, an affidavit from such legal heir(s) / claimant(s) alone would be sufficient.

Provided further that:
(i) for value of securities, threshold limit of up to rupees two lakh only, per listed entity, as on date of application, a succession certificate or probate of will or will or letter of administration or court decree, as may be applicable in terms of Indian Succession Act, 1925 may be submitted :

Provided that in the absence of such documents, 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 and executed by all the legal heirs of the deceased holder;

2. an indemnity bond made on appropriate non judicial stamp paper, indemnifying the Share Transfer Agent / listed entity;

(ii) for value of securities, more than rupees two lakh, per listed entity, as on date of application, a succession certificate or probate of will or will or letter of administration or court decree, as may be applicable in terms of Indian Succession Act, 1925 shall be submitted;

(iii) the listed entity however, at its discretion, may enhance value of securities, threshold limit, of rupees two lakh.”

Transfers prior to December 01, 2015

SEBI vide CIRCULAR “SEBI/HO/MIRSD/DOS3/CIR/P/2018/139” dated November 6, 2018 specified standardised norms for transfer of securities in physical mode. The summary of the Circular is as under:

a) Non-availability of PAN of the transferor for transfer deeds executed prior to December 01, 2015:

It has been brought to the notice of SEBI that many transfer deeds executed prior to the notification of LODR, (i.e., December 01, 2015) have not been registered due to non-availability of PAN of the transferor. It is clarified that transfer deeds executed prior to notification of LODR may be registered with or without the PAN of the transferor as per the requirement of quoting PAN under the applicable Income Tax Rules.

b) Mismatch of name in PAN card vis-à-vis name on share certificate/ transfer deed: In such cases, transfer shall be registered on submission of any of the four following additional documents explaining the difference in names:

i. Copy of Passport
ii. Copy of legally recognized Marriage Certificate
iii. Copy of gazette notification regarding change in name
iv. Copy of Aadhar Card
c) Major mismatch / Non-availability of transferor’s signature:

As per procedure laid down in LODR, in case of non-availability / major mismatch in transferor’s signature the transferor is required to update his / her signature by submitting bank attested signature along with an affidavit and cancelled cheque to the RTA/company. Multiple instances have been brought to the notice in such cases, where the transferor did not take efforts to update his signature since he had already received the consideration for the transfer. Further, in many cases, the transferors could not be traced now.

Accordingly, following procedure / documentation shall be followed for registration of transfer of securities, in such cases:

(i) RTA/ company shall follow the procedure as laid down in Para (B)(2) of Schedule VII of LODR for major difference or non-availability of signature of the transferor(s).

Para (B)(2) of Schedule VII of LODR

(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:

(ii) Issuers / RTAs shall make efforts to contact the transferor:

1) by checking the Dividend history and obtaining the current contact details from the bank where dividend was encashed.

2) from the address, email ids and phone numbers, if any, available with the Depositories/KRA

(iii) In case of non-delivery of the objection memo to the transferor or non-cooperation by / inability of the transferor to provide the required details to the transferee, company / RTA shall register the transfer after following the procedure as under:

1. Following additional documents shall be collected from the transferee:

i) An indemnity bond from the transferee in the format placed at Annexure A;

ii) Copy of address proof - Passport / Aadhar Card / Driving License of the transferee.

iii) An undertaking that the transferee will not transfer/ demat the physical securities until the lock-in period specified under clause (4) below is completed.

2. RTA may also verify the documents submitted by the transferee with the KYC details, if any, available with the Depositories/ KRAs.

3. Companies / RTAs shall publish an advertisement in at least one English language national daily newspaper having nationwide circulation and in one regional language daily newspaper published in the place of registered office of the listed entity is situated, giving notice of the proposed transfer and seeking objection, if any, to the same within a period of 30 days from the date of advertisement. A copy of the advertisement shall also be published on the company’s website.

4. Transfer shall be effected only after the expiry of 30 days from the newspaper advertisement. The shares so transferred shall bear a stamp affixed by the company / RTA stating that these securities shall be under lock-in for a period of 6 months from the date of registration of transfer and should not be transferred / dematerialized during the said period.

5. Names of the transferor, transferee and no. of securities transferred under this procedure shall be disclosed on the company’s website for a period of 6 months from the date of transfer. This information shall also be displayed on stock exchange website as a corporate announcement;

d) In case the bank attested address of the transferor differs from the records available with the company / RTA, companies/ RTAs shall register the transfer by updating the new address as attested by the bank. Further, intimation may also be sent by the RTA with regard to updation of address on the old and new address of the transferor.