Regulation 40 - Transfer or transmission or transposition of securities - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

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 listed entity shall also comply with the requirements as specified in this regulation for effecting transfer of securities [:] 1 5 [ Provided that requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialised form with a depository: Provided further that transmission or transposition of securities held in physical or dematerialised form shall be effected only in dematerialised form. ] (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 6 [ **** ] within seven days 6 [ **** ] , 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. (7) The listed entity shall comply with all procedural requirements as specified in Schedule VII with respect to transfer 7 [ and transmission ] of securities. (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 8 [ **** ] (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 3 [ thirty days from ] the end of 4 [ **** ] 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. ********* 1 Symbol . substituted by the SEBI (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018, w.e.f. 1.4.2019 (vide Notification dated 30.11.2018.) 2 Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018, w.e.f. 1.4.2019 (vide Notification dated 30.11.2018). 3. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as one month of 4. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as each half of 5. Substituted vide Notification No. SEBI/LAD-NRO/GN/2022/66 dated 24-01-2022 before it was read as [Provided that, 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.] 2 6. Omitted vide Notification No. SEBI/LAD-NRO/GN/2022/66 dated 24-01-2022 before it was read as for securities held in dematerialized mode and physical mode and twenty one days respectively 7. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/80 dated 25-04-2022 8. Omitted vide Notification No. SEBI/LAD NRO/GN/2023/137 dated 03-07-2023 before it was read as, : 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).