Checklist for Transfer and Transmission of

Securities

Section 56 Companies Act, 2013 Read with Rule 11 of Share Capital and
Debentures, Rules , 2014

Section & Description or Particulars By Whom and Where Time limit and Forms and
sub others
section
56 (1) Registration of Transfer of securities By the T/fror OR In FORM SH. 4 within 60 days
(other than those whose names are T/free from date of execution:
entered as holders of beneficial  Along with certificate of
interest in records of Depository) execution or if no COE,
Letter of Allotment of
Only when a proper Instrument of securities.
transfer:
Duly Stamped , Dated & executed
by or on behalf of T/fror & T/free
Specifying the Names , Address &
occupation of T/free if any.

Provided Where Instrument of T/f lost or not Company may On such terms as to Indemnity
that delivered within 60 days Register the T/f as the Board may think fit

56(2) Company may Register

TRANSMISSION of securities on
intimation of Transmission of any
right to sec. BY OPERATION OF LAW.

56(3) Where Appln for T/f made by T/fror 1st of all Company Notice In FORM SH.5
alone and related to partly paid gives Notice of such
shares. Appln to T/free
AND

T/free gives No No obj. within 2 weeks from

objection to T/F receipt of Notice.
56(4) Every co. Deliver Certificate of all (a) w/i A period of 2 months
securities allotted, Transferred or from date of incorporation , in
Transmitted unless not prohibited case of subscribers to
by any prov. Of Law, Order of court memorandum.
or any other Authority
(b) w/i A period of 2 months
from date of Allotment, In case
of Allotment of shares

(c) w/i A period of 1 month

form the date of receipt of
Instrument of Transfer, In case
of T/F or Transmission of
securities.

(d) w/i A period of 6 months

form date of Allotment , In case
of Allotment of Debentures.
Provided where securities dealt within a Depository, the co. shall intimate details of Allotment of
securities to Depository immediately on Allotment of such Securities.

56(5) Whether the T/F of any Interest or securities of a Deceased made by his Legal Representative
valid or not?

Ans. T/F made by Legal Representative of Deceased (even if he is not a holder thereof) : BE VALID AS IF
HE HAD BEEN THE HOLDER AT THE TIME OF EXECUTION OF INSTRUMENT OF TRANSFER.

LODR COMPLIANCES

Regulation 40 Transfer or Transmission or Transposition of Securities

Regulation Provision Time limit etc.
40(1) Request for effecting T/F of securities processed only
when securities are held in DEMAT form with
Depository .

Provided that Exception is :

In case of Transmission or Transposition of Securities.
40(2) BOD may delegate the power of Transfer of securities
to a committee/ Compliance Officer/Registrar to
Issue/Share Transfer Agent. Provided Delegated
Authority shall report to BOD on T/F of Securities in
each meeting.
40(3) On receipt of proper docs Listed Entity shall register Within 15 days from date of
the Transfer of securities in names of TRANSFREE and receipt of request for transfer.
issue:
 Certificate or
 Advice or
 Any valid Objection or
 Intimation
To TRANSFREE OR TRANSFEROR

 In case of Transmission in Demat Mode Within 7 Days

 In case of Transmission in physical Mode Within 20 Days
After receipt of specified docs.

40(8) In case Listed Entity has not effected Transfer within

15 days or
Failed to communicate any valid objection to
Transferee within 15 days

Then in such case Listed entity shall compensate to

the aggrieved party for opportunity loss caused during
the period.

Any claim/ dispute/difference shall be referred to and

decided by the Arbitration.

40(9) The Listed Entity shall ensure that : Within 1 month from the end of
 STA or In house facility : ptoduces a each of half financial year.
certificate from PCS –

Certifying that all the certificates have been

issued within 30days of
lodgement fot transfer,
sub-diivsion, consolidation , renewel, exchange or
endorsement of calls or allotement of monies.

40(10) The above stated certificate shall be filed with

stock exchange simultaneously.
Q. Situations when Listed Entity shall not Register Transfer of Securities:

40(4) When any competent Authority restrains( by prohibitory order or attachment) for transfer of
securities from the name of TRANSFEROR.

40(5) When TRANSFEROR OBJECTS (provided TRANSFEROR SERVES WITHIN 60 DAYS OF RAISING
OBJECTION A PROHIBITORY ORDER OF COMPETENT COURT).

40(6) Q Listed Entity shall not decline to register T/F of any share on ground of INDEBTNESS of
TRANSFEROR. : Listed Entity shall not decline to register or acknowledge any T/F of shares on the
ground of TRANSFEROR (ALONE OR JOINTLY with other(s)) : INDEBTED to listed entity on any account.

40(11) Q. In addition to transfer of securities this regulation shall also applies on:

 (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.