Taking note of the various difficulties being faced by investors during transfer of such physical shares, the SEBI has recently put in place a standard framework for the transfer of securities in physical mode.
In a bid to ease the difficulties faced by investors in the transfer of securities in physical mode, the Securities and Exchange Board of India (SEBI) laid down some standard norms for the transmission of such shares. Earlier in June, the capital markets regulator had made it compulsory to hold shares only in the dematerialised form and had notified non-promoter shareholders to get their shares converted to demat form by December.
However, taking note of the various difficulties being faced by investors during transfer of such physical shares, the SEBI has recently put in place a standard framework for the transfer of securities in physical mode. In a circular issued on Tuesday, the regulator said it has noted that registrars to an issue and share transfer agents (RTAs) are seeking various documents for effecting transfer of securities and the documents sought vary across such RTAs.
The circular said the SEBI has also received representations, highlighting difficulties faced by transferees in providing these documents. In this regard, SEBI had meetings with Registrars Association of India (RAIN) and Depositories in this regard and pursuant to such meetings, RAIN has submitted a standardised procedure for transfer of securities in physical mode,” said the circular dated November 6, 2018.
After examination of the proposal of RAIN, the SEBI has accordingly modified the documentation/procedure for transfer of physical securities as follows:
- The regulator has allowed transfer deeds executed prior to December 1, 2015 to be registered with or without the PAN of the transferor after it noticed that many transfer deeds executed prior to December 1, 2015 have not been registered due to non-availability of PAN of the transferor.
- SEBI said in the case of mismatch of name in PAN card vis-a-vis name on share certificate or transfer deed, the transfer will be registered on submission of any of these four documents — passport, marriage certificate, Aadhar card and copy of gazette notification regarding the change in name — explaining the difference in names.
- In the case of non-availability or major mismatch in transferor’s signature, Sebi said that the transferor will be required to update his signature by submitting bank attested signature along with an affidavit and canceled cheque to the RTA/company. SEBI noted that 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,” it said.
- In case of non-delivery of the objection memo to the transferor or non-cooperation to provide the required details to the transferee, Sebi said that RTA needs to register the transfer after collecting documents like a bond from the transferee; copy of address proof — passport or Aadhar card or driving license; and an undertaking that the transferee will not transfer the physical securities until the lock-in period is completed. RTA needs to verify the documents submitted by the transferee with the KYC details, if any, available with the depositories.
- Besides, RTAs or concerned companies need to publish an advertisement giving notice of the proposed transfer and seeking objection, if any, to the same within 30 days and the transfer will be effected only after the expiry of 30 days from the advertisement. “The securities 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/dematerialised during the said period,” Sebi noted.
- According to Sebi, names of the transferor, transferee, and number of securities transferred under this procedure need to be disclosed on the company’s website for six months from the date of transfer. This information need to be displayed on the stock exchange website as a corporate announcement.