Share Transfer - Registration of ‑ Guidelines for good or bad delivery of documents - Companies Law - F. No. 1/9/SE 90,

Issued by Ministry of Finance (Department of Economic Affairs) Stock Exchange Division vide F. No. 1/9/SE 90, dated 30-8-1991. Subject:- Share Transfer - Registration of Guidelines for good or bad delivery of documents The existing guidelines for good or bad delivery of documents issued by the Ministry of Finance on 23 7 1983, have been reviewed some time back by a Committee consisting of the Executive Directors of the Stock Exchanges at Bombay, Delhi, Calcutta, Ahmedabad and Madras and the Secretaries of the Bangalore and U.P. Stock Exchanges. The recommendations made by this Committee were ratified by the Standing Committee of Presidents of Stock Exchanges in their meeting held at Madras in January, 1990. 2. Accordingly, revised guidelines for Good or Bad Delivery of Documents have been prepared after taking into consideration the suggestions made by the UTI, LIC, GIC and the SHCIL. I am enclosing a copy (printed hereunder) of the revised guidelines as approved by the Government. You are requested to implement these guidelines immediately. GUIDELINES: FOR GOOD OR BAD DELIVERY OF DOCUMENTS Sl.No. Good or Bad Delivery Remarks 1 2 3 Transfer Deed 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. Transfer deeds with any correction, erasure, overwriting, alteration or crossing out. Good If properly authenticated under the signature by the transferor(s) or by the transferee along with the last lodging broker. 3. Mutilated transfer deed with signature of the transferor, witness, directors and officers of the company or distinctive numbers or any material portion badly torn or defaced. Bad 4. Consideration amount and date of execution of the transfer deeds are filled in. Bad 5. Income-tax authority or Collector signs as transferor. Good Number and date of the relative order necessary. 6. Instead of executor s signature, his agent s signature is put on the transfer deed. Good Number and date of registration on power of attorney necessary. 7. Executor s signature without his rubber stamp. Good Number and date of registration on power of attorney necessary. 8. If the name of the transferor in the share certificate and the name in the transfer deed differs materially. Bad 9. Transferor s signature as Ramesh Chunilal Talati , (in full), but in share certificate his name is given as Ramesh C. Talati or R.C. Talati or vice versa. Good Other than any apparent difference in seller s signature, all other signatures must be accepted. 10. Transfer deed signed as Choonilal (difference in spelling) whereas in share certificate the name is spelt as Chunilal . Good Other than any apparent difference in seller s signature, all other signatures must be accepted. 11. If the name of the transferor in the share certificate is similar to that in the transfer deed but in an abbreviated form or vice versa. Good Provided that the abbreviated name conforms with the full name e.g., Ramesh Kirti Shah written as Ramesh K. Shah or R.K. Shah. 12. If the name of the transferor is in abbreviated form in the share certificate and signature under rubber stamp is in full form. Good 13. Transfer deeds without the names of the company and transferor(s) being written/stamped. Bad 14. Attestation by gram panchayat or a Surpanch or village magistrate or village munsiff under his seal. Good 15. Signature attested by a special executive magistrate or any other person authorised to attest signatures with his full name and address, with the official seal/stamp of his office. Good 16. Transfer deeds executed by the manager/officer of a bank or a mutual fund or financial institution. Good Only if the transfer deed bears an endorsement that the power has been registered with the company, with particulars of the date and number of registration. 17. Transfer deeds signed under power of attorney on behalf of individual registered holder. Good Only if the transfer deed bears an endorsement that the power has been registered with the company, with particulars of the date and number of registration. 18. Shares in the name of a limited company or individual transfer deed signed under power of attorney. Good Number and date of registration of power of attorney with the company necessary. 19. Shares standing in the name of a company and transfer deed signed by officer incharge/any authorised signatory of the company (other than a director). Good Delivering broker to confirm in the transfer deed signatory other than a director is authorised as per board resolution. 20. Transfer deeds signed under power of attorney where the power given is subject to conditions. Bad 21. Transferor s signature witnessed by a person but his full name not given. Good If the name and address of the witness are perfectly legible. 22. Company s name has been changed but the old name is mentioned in the transfer deed. Good 23. Signature of the witness in English, Hindi or in anyone of the scheduled languages in India. Indian languages : (1) Assamese, (2) Bengali, (3) Gujarati, (4) Hindi, (5) Kannada, (6), Kashmiri, (7) Malayalam, (8) Marathi, (9) Oriya, (10) Punjabi, (11) Sanskrit, (12) Tamil, (13) Telugu and (14) Urdu as per Constitution of India Eighth Schedule [Articles 314( i ) and 451]. Good 24. Transferor s signature attested by a notary public. Good The necessary stamps prescribed for such attestation should be affixed. 25. The endorsement of the prescribed authority ( e.g., Registrar of Companies) bears the same date as the date from which the register of members of the company is closed. Good 26. 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. 27. The endorsement of the prescribed authority is not properly affixed. Good Provided the date on the stamp is legible and the signature of the prescribed authority is partially printed. 28. If the date stamp in the endorsement of the prescribed authority the date is not legible but the month and the year are legible. Good Provided the transfer deed is otherwise valid on the first day of that month. 29. Seal/stamp of the special executive magistrate or any other person authorised to attest signatures while attesting any signatures over-lapping on the space for transferee(s) particulars. Good Provided sufficient space is available for filling up transferee(s) particulars. 30. Transferor signing the transfer deed twice. Good 31. Signature of transferor/witness in capital letters/initials. Good 32. Company s rubber stamp with address on transfer deed as transferor when the shares stand in the name of a limited company. Good 33. Certified transfer deed. Good Provided the name and address of the transferor, the distinctive number of the shares covered by the transfer deed and date of certification are given. 34. Any erasure or alteration in the certified transfer deed. Good When authenticated by an authorised signatory of the company. 35. 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 36. Transferor s signature in English, Hindi or in anyone of the Scheduled languages of India. Indian languages : (1) Assamese, (2) Bengali, (3) Gujarati, (4) Hindi, (5) Kannada, (6), Kashmiri, (7) Malayalam, (8) Marathi, (9) Oriya, (10) Punjabi, (11) Sanskrit, (12) Tamil, (13) Telugu and (14) Urdu as per Constitution of India Eighth Schedule [Articles 344( i ) and 451]. Good 37. 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 a special executive magistrate or any other person authorised to attest signatures under the seal/stamp of his office. 38. Sale of securities in the name of a minor but guardian signing as guardian for the minor. Good A certified copy of Court s Order for the sale should be attached except in cases where it is specifically exempted. 39. Transfer deeds signed on behalf of minor or a lunatic, whether the name of the guardian is mentioned or not in the Share Certificate. Bad Unless accompanied by a certified copy of the relevant Court Order for the sale. 40. Transferor and the witness being each other s spouse. Bad 41. Shares are in different Register folios but names on different certificates are identical and standing in one name, delivered as one lot with one transfer deed. Good Provided separate transfer deeds are attached to old and new shares, if the new shares are not pari passu with the old shares and the dividend amount adjusted. Information about registered folios can be given anywhere in the transfer deed. 42. For trading unit : In accordance with the existing practices subject to not more than five transfer deeds in respect of inter-market deliveries. Good 43. Transfer deeds accompanying debenture certificate(s) or any other permissible listed security whether date-stamped by the prescribed authority or not. Good Provided for the convertible portion a separate date-stamped transfer deed is delivered. 44. Shares standing in joint names and the death certificate/s of one or more of the deceased joint holders attached to the documents but his name has not been deleted from the share certificate. Good For a maximum period of two years from the date of death of the joint holder, if a certified copy of the death certificate be attached with every trading unit or market lot. Member of a recognised Stock Exchange introducing the document is entitled to certify copy of the death certificate and also to issue an identity certificate in a case where the name of the deceased on the share certificate is not identical with the name on the death certificate. 45. Name of the transferor with the address in the column provided for transferor(s) particulars. Good 46. Designation and address of the transferor written-up in the transfer deed. Good 47. Transfer deeds signed by an individual against whom insolvency proceedings are pending. Bad Unless the transfer deed is duly certified and counter-signed by the official assignee. 48. Transfer deeds signed by or on behalf of a company against which liquidation proceedings are pending. Bad Unless the transfer deed is certified and counter-signed by the liquidator. 49. 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. 50. In the case of joint holding registered with the company with Either or survivor clause, the transfer deeds signed by one of the joint holders. Good 51. Transfer deeds bearing the usual ordinary signature of the transferor, but either there is a difference in spelling with reference to the share certificate, or the signature does not contain one or more of the initials, or the signature being illegible. Good 52. Name of transferor mentioned as Dr. Miss C. Annapoorni in the transfer deed whereas in the share certificate it is only as Miss C. Annapoorni. Good 53. The name of the delivering broker with his All-India Code Number and date not mentioned at the back of the transfer deed. Bad SHARE CERTIFICATES 54. Second call paid first and the first call paid thereafter. Good Payment should have been made of the interest demanded by the company for late payment of call or the difference in dividend if smaller dividend is paid. 55. Company s name has been changed but it has not been corrected on the share certificate. Good 56. If there is no common seal of the company or the seal is mutilated. Bad 57. Revenue stamps affixed/ impressed by the company on the share certificate has come off. Good 58. 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 59. Call receipt is attached but the call has not been endorsed on the share certificates. Good ( i ) Valid until the closure of Register of Members of the Company, where such closure falls after a period of 3 months from the due date for payment of call money. or ( ii ) Where the closure of the Register of Members falls within the period of 3 months from the due date for payment of call money, valid until the closure of Register of Members occurring after the first such closure. 60. Call notice attached to the relative certificate duly paid up though revenue stamp is not affixed. Good 61. In bargains for trading unit, delivery of documents in one certificate for the exact trading unit or any number of certificate making an aggregate the trading unit accompanied by one or more transfer deeds (not more than five) for the exact trading unit. Good 62. In bargains for odd lot, delivery of documents in other than one certificate for the exact lot or two or more certificates making up in the aggregate the exact odd lot accompanied by one or more transfer deeds for the exact amount of the odd lot. Good 63. In one lot with one transfer deed names on different certificates are identical but Register Folios are different. Good 64. In one lot with one transfer deed name on one certificate reading as Ramesh C. Talati and on another certificate as Ramesh Chunilal Talati but Register Folios same on both. Good 65. In one lot with one transfer deed names on different certificates reading as Ramesh Chunilal Talati and Talati Ramesh Chunilal but Register Folio is same. Good 66. Any significant correction, erasure, overwriting, crossing out or alteration in the quantity of the shares, in the certificate numbers or the distinctive numbers of 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, initials the correction or the correction is initialled and authenticated by an officer under the Company s rubber stamp. 67. Allotment letters fully paid up or otherwise instead of share certificates. Good Till the next closure of the register of members of the company consequent to the date of the allotment letter or till the issue of share certificates by the company, whichever is later. 68. 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 69. Share certificates/transfer deeds with rubber stamps of banks either on the face or on the reverse of the share certificates/transfer deeds. Good With a letter from the bank concerned, not necessarily the same branch, stating that the bank has no interest whatsoever in the shares under reference. 70. Share certificates with irrele- vant or extraneous rubber stamp or writings on the scrip. Good Provided the rubber stamp or the writings does not affect any material portion of the scrip. 71. 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 director s 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 Provided the cutting off of a part of the margin of the paper and affixing of bar code on the certificate shall not be bad. 72. Increase or decrease of the capital and if the certificate does not carry the endorsement on the face of the certificate. Good 73. Certified transfer deeds and share certificate delivered in part for bargains in market trading unit. Good 74. If the name of the company has been disfigured in the body of the share certificate so as to affect if materially. Bad 75. Share certificates without the signature of the authorised signatory in the appropriate column. Good Provided the company has transferred the shares subsequently. 76. Absence of shareholder s discharge on the letter of allotment. Good 77. 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 78. The transaction is say for 50 shares, the market lot is of 5 shares, and if 45 shares are tendered for delivery. Good 45 shares must be accepted but the buyer may buy in the remaining 5 shares as provided or in the Bye-laws and Regulations. 79. Share certificate and transfer deed not attached together in market lot. Bad 80. If the call is endorsed on the share certificate and initialled by the authorised signatory but the date of payment is not recorded. Good 81. Delivery of pucca transfer receipts in marketable lots, split consolidation, renewal and transmission, receipts, instead of share certificates. Good For a period of three months or until the certificates are ready whichever is earlier. Without conditions such as Subject to the approval of the directors or similar noting on the receipt. The receipt should bear the discharge by the Registered holder wherever applicable. 82. 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 Unless the call receipts duly realised as certified by the concerned banker or photocopies thereof are attached to the documents. 83. In the case of partly-paid shares/bonds/debentures where delivery is effected after the last date fixed for payment. Bad Unless the call receipts duly realised as certified by the concerned banker or photocopies verified by the first introducing broker there are attached to the documents. 84. Application receipts and call money receipts (or photocopies thereof) not bearing proper/ eligible stamps are subject to any qualification or conditions such as subject to realisation of cheque . Bad Unless receipts/photocopies of the duly stamped relevant documents are attested by the introducing Member of the Stock Exchange, Bombay and bears the SEBI Registration number. In case, however, if they already bear the desired attestation of any other member of a recognised Stock Exchange and also carries the SEBI Registration number, then the introducing member of the Stock Exchange, Bombay need not again attest the same. 85. Shares standing in the name of non-resident Indians. Good Provided a certified copy of the Reserve Bank of India permission is attached or the declaration stamp as per the RBI guideline is affixed. 86. Securities allotted/transferred to non-resident Indians without mention on the letter of allotment/security about the non-resident status of the holder of the security. Bad Applicable to allotment/transfer herein-after. 87. Shares listed on the Stock Exchange and also on other Stock Exchanges. As per the practice and usage in respective Stock Exchanges. 88. Which Bye-laws and Regulations, usage and practices are applicable for common scrips listed on more than one Stock Exchange. Based on those of the Stock Exchanges where the transaction has taken place.