Section 108 - Transfer not to be registered except on production of instrument of transfer. - Companies Act, 1956

Transfer not to be registered except on production of instrument of transfer. 108. (1) A company shall not register a transfer of shares in, or debentures of, the company, unless a proper instrument of transfer duly stamped and executed by or on behalf of the transferor and by or on behalf of the transferee and specifying the name, address and occupation, if any, of the transferee, has been delivered to the company along with the certificate relating to the shares or debentures, or if no such certificate is in existence, along with the letter of allotment of the shares or debentures: Provided that where, on an application in writing made to the company by the transferee and bearing the stamp required for an instrument of transfer, it is proved to the satisfaction of the Board of directors that the instrument of transfer signed by or on behalf of the transferor and by or on behalf of the transferee has been lost, the company may register the transfer on such terms as to indemnity as the Board may think fit: Provided further that nothing in this section shall prejudice any power of the company to register as shareholder or debenture holder any person to whom the right to any shares in, or debentures of, the company has been transmitted by operation of law. [1] [(1A) Every instrument of transfer of shares shall be in such form as may be prescribed, [2] and (a) every such form shall, before it is signed by or on behalf of the trans feror and before any entry is made therein, be presented to the prescribed authority, [3] being a person already in the service of the Government, who shall stamp or otherwise endorse thereon the date on which it is so presented, and (b) every instrument of transfer in the prescribed form [4] with the date of such presentation stamped or otherwise endorsed thereon shall, after it is executed by or on behalf of the transferor and the transferee and completed in all other respects, be delivered to the company, (i) in the case of shares dealt in or quoted on a recognised stock exchange, at any time before the date on which the register of members is closed, in accordance with law, for the first time after the date of the presentation of the prescribed form to the prescribed authority under clause (a) or within [5] [twelve months] from the date of such presentation, whichever is later; (ii) in any other case, within two months from the date of such presentation. (1B) Notwithstanding anything contained in sub-section (1A), an instrument of transfer of shares, executed before the commencement of section 13 of the Companies (Amendment) Act, 1965 (31 of 1965) or executed after such commence ment in a form other than the prescribed form, shall be accepted by a company, ___ (a) in the case of shares dealt in or quoted on a recognised stock exchange, at any time not later than the expiry of six months from such commencement or the date on which the register of members is closed, in accordance with law, for the first time after such commencement, whichever is later; (b) in any other case, at any time not later than the expiry of six months from such commencement. (1C) Nothing contained in sub-sections (1A) and (1B) shall apply to ___ (A) Any share ___ (i) which is held by a company in any other body corporate in the name of a director or nominee in pursuance of sub-section (2), or as the case may be, sub-section (3), of section 49, or (ii) which is held by a corporation, owned or controlled by the Central Government or a State Government, in any other body corporate in the name of a director or nominee, or (iii) in respect of which a declaration has been made to the Public Trustee under section 153B, If ___ (1) the company or corporation, as the case may be, stamps or otherwise endorses, on the form of transfer in respect of such share, the date on which it decides that such share shall not be held in the name of the said director or nominee or, as the case may be, in the case of any share in respect of which any such declaration has been made to the Public Trustee, the Public Trustee stamps or otherwise endorses, on the form of transfer in respect of such share under his seal, the date on which the form is presented to him, and (2) the instrument of transfer in such form, duly completed in all respects, is delivered to the ___ (a) body corporate in whose share such company or corporation has made investment in the name of its director or nominee, or (b) company in which such share is held in trust, within two months of the date so stamped or otherwise endorsed; or (B) any share deposited by any person with __ (i) the State Bank of India, or (ii) any scheduled bank, or (iii) any banking company (other than a scheduled bank) or financial institution approved by the Central Government by notification in the Official Gazette (and any such approval may be accorded so as to be retrospective to any date not earlier than the 1st day of April, 1966), or (iv) the Central Government or a State Government or any corporation owned or controlled by the Central Government or a State Government, by way of security for the repayment of any loan or advance to, or for the perfor mance of any obligation undertaken by, such person, if (1) the bank, institution, Government or corporation, as the case may be, stamps or otherwise endorses on the form of transfer of such share ___ (a) the date on which such share is returned by it to the depositor, or (b) in the case of failure on the part of the depositor to repay the loan or advance or to perform the obligation, the date on which such share is released for sale by such bank, institution, Government or corporation, as the case may be, or (c) where the bank, institution, Government or corporation, as the case may be, intends to get such share registered in its own name, the date on which the instrument of transfer relating to such share is executed by it; and (2) the instrument of transfer of such form, duly completed in all respects, is delivered to the company within two months from the date so stamped or endorsed. Explanation . Where any investment by a company or a corporation in the name of its director or nominee referred to in clause (A)(i) or clause (A)(ii), or any declaration referred to in clause (A)(iii), or any deposit referred to in clause (B), of this sub-section is made after the expiry of the period or date mentioned in clause (a) of sub-section (1B) or after the expiry of the period mentioned in clause (b) of that sub-section, as the case may be, the form of transfer, in respect of the share which is the subject of such investment, declaration or deposit, means the prescribed form; or (C) any share which is held in any company by the Central Government or a State Government in the name of its nominee, except that every instrument of transfer which is executed on or after the 1st day of October, 1966, in respect of any such share shall be in the prescribed form.] [6] [(1D) Notwithstanding anything in sub-section (1A) or sub-section (1B) [7] [or sub-section (1C)] where in the opinion of the Central Government it is necessary so to do to avoid hardship in any case, that Government may on an application [8] made to it in that behalf, [9] extend the periods mentioned in those sub-sections by such further time as it may deem fit [10] [whether such application is made before or after the expiry of the periods aforesaid]; and the number of extensions granted hereunder and the period of each such extension shall be shown in the annual report laid before the Houses of Parliament under section 638.] [11] (2) In the case of a company having no share capital, sub-section (1) shall apply as if the references therein to shares were references instead of the interest of the member in the company. [12] [(3) Nothing contained in this section shall apply to transfer of security effected by the transferor and the transferee both of whom are entered as beneficial owners in the records of a depository.] ------------------------------------ Notes:- [1] Substituted by Act 37 of 1966, section 2, for sub-sections (1A), (1B) and (1C) w.e.f. 1-4-1966. These sub-sections were inserted by Act 31 of 1965, section 13, w.e.f. 1-4-1966. [ substituted for sub-section (1A), (1B) and (IC) by the Companies (Second Amendment) Act, 1966, w.e.f. 1-4-1966. Earlier they were inserted by the Companies (Amendment) Act, 1965, w.e.f. 1-4-1966. ]. [2] See rule 5A and Form 7B, [Form 7BB, in case of OTCEI] Companies (Central Government's) General Rules and Forms, 1956. [3] Prescribed authorities are Registrar and notified authorities. [4] See Form 7B, [Form 7BB has been prescribed, in case of OTCEI] Companies (Central Government's) General Rules and Forms, 1956. [5] Substituted by the Companies (Amendment) Act, 1988, section 15, w.e.f. 15-6-1988 for the words "two months". [6] Inserted by Companies (Amendment) Act, 1965, w.e.f. 1-4-1966. [7] Inserted by the Companies (Second Amendment) Act, 1966, Act 37 of 1966, section 2, w.e.f. 1-4-1966. [8] The application under section 108(1D) is to be made in Form 7C, Companies (Central Government's) General Rules and Forms, 1956 to the Registrar of Companies of the State in which the registered office of the company is situated or to the Registrar of Companies of the State in which the transferee ordinarily resides. [Notification No. GSR 507(E), dated 24 June, 1985 as amended by Notification No. GSR 481(E), dated 22 April, 1988]. [ Sub-Rule (4) of Rule 5A of General Rules and Forms, as substituted by Amendment Rules, 1988, has prescribed Form 7C in which application is to be made for extension of delivery period of transfer deed under this sub-section. The power of the Central Government to grant extension of time has been delegated to the Registrar of Companies. Application for extension can be made either to the Registrar of the State/Union Territory in which the office of the company is situate or the Registrar of the State/Union Territory in which the transferee ordinary resides. ]. [9] Every application to the Registrar of Companies shall be accompanied by fees prescribed by Rule 2(2) of the Companies (Fees on Applications) Rules, 1999 as under: Where the nominal value of the shares in a transfer (a) does not exceed Rs. 5,000 Rs. 50 (b) exceeds Rs. 5,000 Rs. 100. [10] Inserted by the Companies(Amendment) Act, 1966, Act 37 of 1966, section 2, w.e.f. 1-4-1966. [11] Rule 2(2) of Companies (Fees on Application) Rules, 1999 provides that every application made to Central Government under sub-section (1D) of Section 108 shall be accompanied by appropriate fee as specified below: Where the face value of the shares involved in a transfer : (a) does not exceed Rs. 5,000 Rs. 50 (b) exceeds Rs. 5,000 Rs. 100. [12] Inserted by the Depositories Act, 1996, w.r.e.f. 20-9-1995.