Share Transfer - Registration of - SEBI’s uniform norms for good/bad deliveries - Companies Law - Letter : No. SMD/RCG/2796/96,

Letter : No. SMD/RCG/2796/96, dated 16-7-1996. Subject:- S hare Transfer - Registration of - SEBI s uniform norms for good/bad deliveries 1. One of the major problems afflicting the Secondary Market is that of bad deliveries caused by various factors, the main being, the non-transfer of shares of companies on account of signature differences. The different norms for good and bad deliveries adopted by Stock Exchanges further compounded the problem. 2. SEBI has already taken several steps to deal with the problem. For example, SEBI has notified the Depositories Regulations facilitating setting up of depositories which will provide long-term solution to the problem of bad deliveries and non-transfer of shares. SEBI has also advised all stock exchanges to amend their listing agreement to cast an obligation on the listed companies to transfer the shares within the prescribed period in case of minor signature difference, if no objection is received from the transferors. The problem has also been discussed by the Executive Committee of Inter-Exchange Coordination Group of the Stock Exchanges. Based on their recommendations and further discussion with some of the major stock exchanges and custodians, SEBI has taken the following decisions on this subject: ( i ) All Stock Exchanges shall adopt uniform norms for good/bad deliveries (which are enclosed as Annexure A ) with immediate effect. ( ii ) Each Stock Exchange shall set up a separate Bad Delivery Cell (BDC) latest by August 31, 1996. This cell will deal with cases relating to bad deliveries received from its own members as well as those received from similar cells of other stock exchanges. The Exchanges will ensure that adequate insurance cover exists for possible transit loss. ( iii ) All stock exchanges shall adhere to the following time schedule for dealing with the cases of bad deliveries : ( a ) In case of deliveries coming under objection (objection cases), the first introducing broker of the same stock exchange shall be required to rectify the defects/replace the shares along with accrued benefits within 21 calendar days from the date of receipt of the objection and share certificates from the last buying broker of that exchange. If the former fails to rectify the defects or replace the shares or transfer deeds, the exchange shall hold an auction for shares in the immediately following Auction Session according to the usual exchange procedure. The shares obtained from such an auction shall be given by the Exchange to the concerned buying broker. Further, the exchange shall debit the price of the shares to the account of the introducing broker of that exchange. In case the shares are not available through auction, the exchange shall close out the transaction according to the procedure of the exchange and the close out amount shall be debited to the first introducing broker and credited to the last buying broker of the exchange. ( b ) As regards the inter-exchange bad delivery cases, after the procedure outlined in para 2( iii )( a ) has been followed, the introducing broker of the last exchange may submit his objection to the BDC of the Exchange of which he is the member. Such BDC of the last exchange (of which he is the member), in turn, within 7 days from receipt of such objection shall forward the objection along with share certificate to the BDC of the first exchange, where the shares were initially introduced. The BDC of the first exchan ge shall require its first introducing broker to rectify the objection or replace the shares within 21 days failing which the exchange shall take recourse to auction or thereafter close out, if required, and make consequent adjustment as indicated in para 2( iii )( a ) above. Thereafter within seven days the BDC of the first exchange shall forward the rectified objection/replaced shares or shares received in auction or close out amount as the case may be to the BDC of the last exchange. ( c ) Procedures relating to inter-exchange bad deliveries shall be implemented on formation of BDCs (to be set up to August 31, 1996) at various exchanges pending which the present procedures may continue. ( iv ) All new objection cases on or after August 1, 1996 as well as all unrectified objection cases pending as on August 1, 1996 shall be settled according to the procedure and time schedule referred to in para 2( iii ) above. ( v ) In the event of shares coming under objection for the second time, they will be compulsorily auctioned/closed out as per the procedure of the Stock Exchange. ( vi ) The validity period of Company Objection by the last buying broker to be noticed to the Exchange/Introducing broker will be 36 months from the date of payment by the buyer. ( vii ) The Custodian shall also follow the uniform norms and procedures referred to above. Further, the custodian shall also be required to participate in settlement and bad delivery processes of clearing houses of the stock exchanges, so that on the one hand they get the benefit of the revised and expeditious system of speedy resolution of bad deliveries and on the other their risk would also be reduced. ( viii ) All the exchanges are directed to implement the decisions mentioned in para 2 above and send compliance reports to SEBI by September 15, 1996. Annexure A SEBI approved good/bad delivery norms A. Transfer deeds No. Description Good/Bad 1. Transfer Deeds in the prescribed form and printed with the words For the......Stock Exchange. Good Stock Exchange emblem may or may not be printed. Month and year of printing may or may not be put on the reverse of the transfer deed. 2. Mutilated Transfer Deed with the signatures of the transferor, witness, Directors and officer of the Company/distinctive numbers/any material portion badly torn, overwritten, or defaced Bad Typical Cases : (A) Material portion defined here only pertains to the material portions at the time of delivery and not prospective one. For a buyer consideration column, Specimen signature column, Name, Address, Occupation will also be the material portion. Material portion includes of transferor s name and signature, company name, Folio no., certificate number, distinctive nos., number of shares, name and signature of the transferee, specimen signature of transferee. (B) Transfer Deed torn in the prospective material portion u Torn and pasted with self-adhesive tape on which the required details can be filled in without any difficulty. Good u Transfer Deed torn in non-material portion and held together by a transparent tape Good u Transfer Deed torn end-to-end any angle. Bad 3. Transfer Deeds with correction in the material portion like erasure, overwriting, alteration or crossing out by transferor/Authorised Signatory. Good if properly authenticateed under the full signatures of the transferors. 4. If the name of the transferor(s) in the share certificate and the name in the transfer deed(s) differs materially. Bad Differences of the following type ( vice versa ) ( A ) Addition or Deletion of 1 or 2 alphabets Good ( B ) Krishna Chandra Chelura - C C Krishna Bad ( C ) Corporation - Corpn./Corp. Good 5. Transfer Deeds signed as Choonilal whereas in share certificate the name is spelt as Chunilal . Good Other than any apparent difference in seller s signature must be accepted. In case of apparent difference like S. Rao signing as David. Bad In case S. Rao signing as Subhash since the first letter of the signature matches with the initial. Good 6. Transferor s signature in English, Hindi or any one of the Scheduled languages in India. Good Assamese, Bengali, Gujarati, Hindi, Kannada, Kashmiri, Malayalam, Marathi, Oriya, Punjabi, Sanskrit, Tamil, Telugu and Urdu - as per Constitution of India - Eighth Schedule [Articles 314(1) and 451]. 7. Signature of the Transferor is in an Indian language other than the Scheduled languages of India or when the Transferor has affixed his thumb impression. Good If attested by any person authorised to attest signatures under the Seal/Stamp of his office. 8. Transfer Deeds in respect of joint holdings signed by all the joint holders in any order : Good Provided the signatures are against the relative names filled up in the Transfer Deed. 9. Transfer Deeds without the name of the Company, name(s) of Transferor(s), Folio No., share certificate No., Distinctive No. and number of shares being written. Bad 10. In one lot with one Transfer Deed name on one certificate reading as Ramesh C. Talati and on another certificates as Ramesh Chunilal Talati but Register Folios are same on both. Good In one lot, separate transfer deeds are required for each registered folio. Good If the transferor s name is identical and folios are different and there is only one transfer deed. Good 11. In one lot within Transfer Deed names on different certificates reading as Ramesh Chunilal Talati and Talati Ramesh Chunilal but Register Folio is same. Good 12. Income-tax Authority or Collector signs as Transferor. Good (Number and Date of the relative Order necessary). 13. Instead of Executor s signature, his Agent s signature is put on theTransfer Deed. Good (Number and Date of Registration of Power of Attorney necessary). 14. Executor s signature without his rubber stamp. Good (Number and Date of Registration of Power of Attorney necessary). 15. In the case of Units transfer deed in the name of a Good Minor and signed by natural Guardian. (In the case of Court Guardian a Court order is required). Shares cannot be held in the name of a Minor unless accompanied by Court Order granting permission for sales/purchase which is beneficial to the Minor. Good if accompanied by the relevant Court Order for sale. 16. Transfer Deeds signed by an individual against whom insolvency proceedings are pending. Bad u Unless the transfer deed is duly certified and counter-signed by the Official Assignee. Good 17. Transfer deeds signed under Power of Attorney where the power given is subject to conditions. Bad u Transfer deed signed by Director of the Company and under Board Resolution not mentioned on the front or the reverse of the transfer deed. Good u Transfer deed signed by an authorised signatory under Power of Attorney. Good only if P/A regn. No., date, signature and stamp of the introducing Member is mentioned on the reverse of the Transfer Deed. u Transfer deed signed by an authorised signatory of a custodian and the P/A registration No. is mentioned on face or the reverse of the transfer deed Good u Where the transfer deeds are signed by an authorised signatory under a Board Resolution and the stamp UNDER BOARD RESOLUTION is mentioned on the face or the reverse of the transfer deed. Good 18. Transfer Deed signed by a custodian on behalf of a client. u In the signature column the custodian does not put the stamp as Constituted Attorney on behalf of the transferor. Bad u Transfer Deed signed by a Custodian on behalf of the client and in the signature column it puts the stamp By constituted attorney to the transferor with the P/A number given on the reverse of the TD with the stamp and signature of the custodian. Good the abovementioned details entered on the face of the TD and not mentioned on the reverse of the TD. Good 19. Shares sold by FIIs and transfer deed signed by a Custodian on behalf of the FII. (Copy of RBI approval is not required to be attached with each market lot). Good 20. In case of GDR, u photocopies of the RBI approval attached to the deliveries; or Good u If RBI approval number and date is mentioned on the transfer deed and attested by the introducing member Good 21. Consideration amount and date of execution of the transfer deeds are filled in. Bad 22. Transfer Deeds signed by or on behalf of a Company against which liquidation proceedings are pending. Bad u Unless the Transfer Deed is certified and countersigned by the Liquidators. Good 23. The name of the delivering broker with his SEBI Registration number and date not mentioned at the back of the Transfer Deed. Bad In case the shares are delivered to the Clearing House by the Custodian and the Transfer deed bears the stamp of Custodian along with the Clearing Number of the Broker on whose behalf the shares are delivered. Good The date should be the pay-in date/delivery date only. 24. Shares held by a TRUST and Signed on the Transfer Deed as NAME OF TRUST - PROPRIETOR . Bad TD signed as NAME OF TRUST - TRUSTEE Bad Shares held in the name of a trust, if accompanied by a copy of the resolution or the relevant portion of the trust deed authorising the trustees to transact in securities on behalf of the trust. Good 25. If shares held are duly registered by the company in the name of the HUF (Shares held by HUF and signed by KARTA) Good 26. Transferor s signature witnessed by a person but his full name not given as long as the name and address of the witness are perfectly legible. Good 27. Witness name, address and signature is in a language other than English specified by the Ministry of Finance. Good Assamese, Bengali, Gujarati, Hindi, Kannada, Kashmiri, Malayalam, Marathi, Oriya, Punjabi, Sanskrit, Tamil, Telugu and Urdu - As per Constitution of India - Eighth Schedule [Articles 314(1) and 451]. If signed in a language other than specified by the Ministry of Finance. Bad 28. Attestation stamp in any one of the Scheduled languages in India. Indian languages : Good Assamese, Bengali, Gujarati, Hindi, Kannada, Kashmiri, Malayalam, Marathi, Oriya, Punjabi, Sanskrit, Tamil, Telugu and Urdu - as per Constitution of India -Eighth Schedule [Articles 314(1) and 451]. Good 29. Transferor s signature attested by a Bank official u only the designation mentioned. Bad u If the name, Designation of the attesting authority signing along with the complete address is given. Good 30. Attestation by Gram Panchayat or a Surpanch or Village Magistrate or Village Munsiff under his seal. Good 31. Signature attested by any person authorised to attest signatures with his full name and address with the official Seal/Stamp of his office. Good 32. Transferor s signature is attested by a Notary Public Good (the necessary seal, rubber stamp adhesive stamps as prescribed for such attention should be affixed in case where Notary attestation is required, i.e., in cases where Rectification of objections is required due to signature differences). 33. Transfer Deed is signed by the transferor : u Signature is clearly of a name different than the name of the transferor. Bad u If signature is same for two different shareholders under two different Transfer Deeds. Bad 34. Marketable lot with more than five transfer deeds. Bad Upto five transfer deeds used to make a marketable lot. Good 35. New shares which are issued on pro rata basis and old shares standing in the folio and name of same transferor and accompanied by one transfer deed for a marketable lot. Good (the new share dividend declared for the previous year i.e., the old new compensatory value (ONCV) would be payable on the entire market lot). 36. Company s name has been changed but it has not been corrected on the share certificate. Good 37. Abbreviated name of a Company filled up in the transfer deed Good If from the abbreviated name the identity of the company can be ascertained. The name of the Company should be identifiable, e.g., TELCO, TISCO, L T etc. 38. Exact position of TDs to be attached on top of the certificate. TD should be placed on the top of the share certificate. 39. Transferor and witness is the same. Bad 40. Transfer Deeds in the prescribed form and name of a particular Stock Exchange filled in or not. Good 41. Transfer Deed not in the prescribed form. Bad 42. Witness and attesting authority identical. Good 43. Transfer Deeds bearing signatures of witnesses, the address of the witness being in a different city or town or Centre other than that of Transferor or Transferee. Good 44. Prescribed Authority (ROC) seal overlapping and stamped twice. Good Even if the signature of the Registrar of Companies is partly printed and the date stamp is also partly printed but both the signature and the date should be apparent. 45. The Endorsement of the Prescribed Authority ( e.g., Registrar of Companies) bears the same date as the date from which the Registrar of Members of the Company is closed. Good 46. If the Endorsement of the Prescribed Authority ( e.g., Registrar of Companies) bears a date prior to the date of issue of share certificate or the date of allotment of shares: Good Provided the Endorsement of the Prescribed Authority bears a date of or after the date from which the Register of Members of the Company closed last. 47. Transfer Deed endorsed by the Prescribed Authority on a date prior to closure of the Register of Members of the Company delivered after the date of closure of Register of Members. Bad 48. Transfer Deeds accompanying debenture certificates or any other permissible listed security (other than equity) whether date-stamped by the prescribed Authority or not: Good Provided for the convertible portion a separate date-stamped Transfer Deed is delivered. 49. Transferor s signature on the transfer deed with the date on which he has signed. Good 50. Witness is a Non-Resident and the address given is of a foreign country. Good 51. Distinctive numbers range TO partly filled in the transfer deed, e.g., 4589201-300 etc. Good 52. In the case of mutual funds, the ROC stamp and signature are missing (except in case of Schemes of Unit Trust of India). Good 53. Certificates with multiple folios per market lot attached to separate transfer deed (subject to guideline No. 35 above). Good 54. Logo of the Stock Exchange on the reverse of the transfer deed missing. Good 55. Attestation of the transferor s signatures is not mandatory. Good Except in the case where the transfer has been returned by the company due to SIGNATURE DIFFERENCE. 56. Units issued with the terms either or survivor , if signed by all holders Good If signed by any one of the holders Good 57. Transferor s signature on the transfer deed is facsimile signature for Registered Custodians. Good 58. Certified Transfer Deed : Good Provided the name and address of the Transferor the distinctive numbers of the shares covered by the Transfer Deed and date of certification are given. 59. Any erasure or alteration in the Certified Transfer Deed. Good When authenticated by an authorised signatory of the Company. 60. Certified Transfer Deeds and share certificates delivered in part for bargains in market trading unit. Good 61. In case of shares under lock-in-period, if the transfer deed date is prior to the lock-in-period last date but the date of introduction into the market is after the last date of lock-in-period. Good If the transfer deed date is prior to the lock-in period last date and the date of introduction into the market is before the last date of lock-in-period. Bad 62. Some companies allot record numbers for shares issued by them apart from distinctive number ranges. For these shares, if record number is filled up along with distinctive number ranges on the transfer deed. Good If only the record number has been filled up instead of distinctive number ranges on the transfer deed. Bad 63. If there is no Common Seal of the Company or the Seal is mutilated or not embossed. Bad In cases where the shares/units are issued by institutions which are not incorporated under the COMPANIES ACT, the certificate will not contain the SEAL, as such institutions are not bound by the COMPANIES ACT. Companies having rubber stamp, instead of common seal embossed on the certificate. Good up to 31-12-1996 64. The last date for payment of call has expired and the call has not been paid or if the call has been paid, the necessary Call Receipt has not been attached. Bad the call payment receipt with the stamp of the Bank before or on the due date if attached to the securities is good delivery for three months for the last date of call payment or next book closure announced by the company whichever is later. Good All call payment receipts after due date must be endorsed as cheque/draft realised by the Bank/Co./Registrars. Good 65. All securities with sticker issued by the companies in lieu of endorsement. Good 66. If call money paid but not endorsed on share certificate even after the book closure but transfer affected after the call payment date. Bad 67. If the final call is endorsed but the initial or the initial and the second call not endorsed ( i.e., if market FULLY PAID ). Good 68. In case of fully convertible debentures, after the debentures have been converted into equity, if the call money endorsement has been done only for the equity portion and not for the debenture portion. Bad 69. Call paid endorsements made by the Company with the call amount, date of payment and signature of the Authorised Signatory with or without the Rubber Stamp of the Company. Good 70. In the case of partly paid shares, when a call has been made but not paid and delivery effected during the period of ten days before the last date fixed for payment. Bad If the call receipts are attached to the documents. Good 71. Application Receipts and Call money receipts not bearing bank stamps and payment details. Bad 72. Any significant correction, erasure, overwriting, crossing out or alteration in the quantity of the shares, in the last registered holder s name or in any material particulars on the share certificate. Bad Unless the Authorised Signatory who has signed on the certificate, authenticates the correction or the correction is initialled and authenticated by any other officer under the Company s rubber stamp. Good 73. Certificates badly torn as is not to be in a deliverable condition or share certificate torn through and through or badly torn as to obliterate or render illegible or create the impression of cancelling the numbers or directors or other signature or the date or any other particulars or if it is written upon or damaged or mutilated by advertisements, printing, rubber stamp or otherwise or if a material part of the certificate be torn out or cut off. Bad 74. Share certificates defaced or mutilated in portion: Bad the following will be considered as material portion in the case of share certificate: ( i ) Share certificate torn end to end and pasted with transparent self-adhesive tape. Bad ( ii ) Where shares have been transferred to a new holder and if torn at the original holder s name portion. Good ( iii ) Folio number and name overwritten in one or two characters and not authenticated by the authorised signatory. Good ( iv ) If the share certificate is torn at the company name portion but is decipherable. Good ( v ) Corrections in transfer Number or Date of transfers, if legible and not authenticated. Good ( vi ) Share Certificates with bar codes not concealing any material information. Good 75. If the name of the Company has been disfigured in the body of the share certificate so as to affect it materially. Bad If the name of the company is identifiable. Good 76. Certificates in the case of UNITS discharged by the transferor for purpose of repurchase and then cancelled by him and initialled. Bad 77. Share certificate contains one name but the transfer deed consists of two signatures. Bad If both the signatures on the transfer deed are identical in nature or can be identified as signature of the same person. If the transferor has signed twice but has struck off the 2nd signature Good 78. Share certificate contains name of the one transferor but transfer deed contains two names and signatures respectively. Bad 79. Preferential/promoters quota shares under lock-in-period delivered which are not transferable. Bad 80. Share certificate issued without the signature of Secretary/Authorised signatory. Bad If the shares are transferred subsequently and the authorised signatory has signed against such transfer. Good 81. Signature missing in the initial column but signed by authorised signatory in the required column on the reverse of the certificate. Good 82. Endorsement effected on the reverse of the certificate and struck off and again endorsed. Good subject to proper authentication by the Company by putting a round stamp of the Company. 83. Certificate with company s old registered office crossed out and new address stamped without authentication. Good 84. Certificate without mentioning the place of issue. Good 85. Revenue stamp affixed on the certificate concealing any material portion of the certificate : Good Provided any material portion like locking period date, NRI details are not affected. 86. Revenue stamps affixed/impressed by the company on the share certificate has come off. Good 87. Any alteration or erasure or correction without initials in the transfer endorsement on the back of the share certificate as for example made in the year 1960 and subsequently the shares have again been transferred by the Company, say in 1961. Good 88. Share certificates with irrelevant or extraneous rubber stamp or writings on the scrip : Good Provided the rubber stamp or the writing does not affect any material portion of the scrip. 89. Increase or decrease of the Capital and if the certificate does not carry the endorsement on the face of the certificate. Good 90. Absence of holder s discharge on the letter of Allotment. Good 91. Share Certificate and Transfer Deed not attached together. Bad 92. Shares standing in the name of Non-Resident Individuals : Good Provided the declaration stamp as per the RBI guideline is affixed and countersigned by the introducing member. 93. Name of the holder printed in two lines which looks like joint holding or one line of address printed and looking like second holder. Good 94. Lock-in-period mentioned in the certificate, without specific date of release of lock-in. Bad 95. Shares issued in the name of Sole Proprietor/Partnership firm signed by the Proprietor/Partner. Bad Units/debentures issued in the name of Sole Proprietor/partnership firm signed by the Proprietor/partner. 96. In case the shares of a company are not pari passu with the existing equity shares of the company in two financial years then new share dividend declared for the previous year, i.e., the old new compensatory value (ONCV) for two years has to be paid. Good the full dividend declared will have to be paid (interim + final) C. Miscellaneous 97. Validity period of Company Objection by the last buying broker to be notified to the Exchange/Introducing Broker is 36 months from the date of payment by the buyer. 98. Objections must be accompanied with Share Certificates. 99. Shares lodged for transfer after book closure (but before one year from the date of stamping the transfer deed) are returned under objection can be lodged as company objection. 100. Where shares have been duly transferred by the company in the name of the transferee, and thereafter the company sends a letter informing the transferee that the shares have been transferred based on fraudulent documents, such cases cannot be lodged as company objection. 101. In case of joint holding, and in event of death of any of the holders, death certificate accompanying the transfer deed will be valid for two years from the date of death only. 102. While rectifying objections due to signature differences, a fresh signature by the transferor (if the same transfer deed is re-submitted) along with attestation is mandatory. Fresh transfer deed is mandatory if objection is rectified after book closure date. 103. In case Rights/Bonus shares tendered as corporate benefits are reported as bad delivery, if it is odd lot, the value of shares based on the rate prevalent on the day of reporting bad delivery will be paid. 104. Rectification/replacement of transfer deed under objection should be in market lot only (even if transfer deed under objection is submitted in non-market lot). 105. If Jumbo transfer deed is submitted as company objection, original transfer deeds need not be returned by the receiving member. 106. When documents are returned under signature difference, the transfer deed can be attested by the introducing member. If the introducing member is a corporate, the Director or authorised signatory can attest the transfer deed, under his company s stamp, with SEBI Registration Number. 107. For reporting as company objections, the transferee portion of the transfer deed should be duly filled in. 108. For reporting fake/forged shares as company objection, the following documents are required: A. If they are returned as objection from the company due to the above reason : u company objection memo stating that the shares are fake/forged u copies of both sides of the transfer deeds u copies of both sides of the share certificates B. Otherwise one of the following documents are required: u public notice given by the company/registrar u notification from any stock exchange u letter of intimation from the company to stock exchange 109. For reporting missing/lost/stolen shares as company objection, the following documents are required : A. If they are returned as objection from the company due to the above reason : u company objection memo stating that the shares are missing/lost/stolen accompanied by a copy of Court Order or FIR u copies of both sides of the transfer deeds u copies of both sides of the share certificates B. Otherwise one of the following documents are required: u public notice given by the company/registrar u notification from any stock exchange u letter of intimation from the company to stock exchange. CLARIFICATION 1 Please refer to our letter No. SMD/RCG/2796/96, dated July 16, 1996 on the subject of Uniform norms for Good/Bad deliveries. We have received requests for clarification regarding the applicability of the validity period of the company objections, referred in para 2( vi ) of our above referred letter and in item No. 97 of the annexure accompanied with the said letter, from some of the exchanges. A clarification on the issue also appears necessary in view of comments from public in certain sections of the press. In this regard, we would like to advise the stock exchanges as under : 1. In cases where the date of the company objection is July 16, 1996 or any subsequent date, the validity period of company objection by the last buying broker to be notified to the exchange/introducing broker will be 36 months from the date of payment by the buyer. 2. In all other pending cases of company objections, bearing a date prior to July 16, 1996, the validity period will be as per the rules of the respective exchanges - as existing prior to July 16, 1996. 3. However, in old time-barred pending cases (request cases), the exchanges may take their own decisions as per the merits of the case and keeping the principles of natural justice in view. Source : Press Release/Letter No. SMD/RCG/2825/96, dated 19-7-1996.