Insertion of sub-rule (2A) of rule 5A of the Companies (Central Government's) General Rules and Forms, 1956 - GSR 424(E) - Companies Law

NOTIFICATION NO. GSR 424(E), DATED 26-5-1995, ISSUED BY THE DEPARTMENT OF COMPANY AFFAIRS, MINISTRY OF LAW, JUSTICE AND COMPANY AFFAIRS Subject:- Insertion of sub-rule (2A) of rule 5A of the Companies (Central Government's) General Rules and Forms, 1956 G.S.R. 424(E).- In exercise of the powers conferred by clauses ( a ) and ( b ) of sub-section ( i ) of section 642 of the Companies Act, 1956 (1 of 1956) read with sub-section 1A of section 108, the Central Government hereby makes the following rules further to amend the Companies (Central Government's) General Rules and Forms, 1956 namely : ( i ) These Rules may be called the Companies (Central Government's) General Rules and Forms (Second Amendment) Rules, 1995. ( ii ) They shall come into force on the date of their publication in the Official Gazette. In the Companies (Central Government's) General Rules and Forms, 1956 after sub-rule (2) of rule 5A, the following sub-rule shall be inserted, namely : "(2A) An instrument of transfer shall be in Form 7BB in case of companies listed with OTC Exchange of India, a company registered under section 25 of the Companies Act, 1956, as set forth in Annexure A." FORM NO. 7BB OTC EXCHANGE OF INDIA Date of presentation to the prescribed authority (Pursuant to sub-rule (2A) of rule 5A Companies (Central Government's) General Rules and Forms, 1956 read with section 108(1 A) of the Companies Act, 1956.) Counter Receipt Transfer Form Scrip details : C.R. No. : ... Scrip Code : Scrip Name : ... Transaction details : Transaction id : ..Date : Time : .......... Market Maker Name : . . Market Maker Code ... Quantity : . Rate : ... Value (Consideration) (in figures) : . (in words) Brokerage : .. Stamp Duty : Total Value Issuing Counter details : Investor's details : . Counter Code : . Investor's Code : .. Counter Name : Investor's Name : . Counter's Signature : . Investor's Signature : Distinctive Number Range : ... From To Quantity TRANSFER PARTICULARS For the consideration of Rs. . (Rupees ) the transferor(s) named do hereby agree to transfer to the transferee(s) to be named, the shares specified in this document, subject to the conditions on which the said shares are now held by the transferor(s) and to be held by the transferee(s) do hereby agree to accept and hold the said shares subject to the conditions aforesaid : Transferor(s) (Seller)/Transferee(s) (Buyer) Particulars Regd. Folio No. Code No. Name of the Holders Address Signature(s) . . ... . . ... . . ... Attestation: ............. Signature of witness Name and Address of Witness I hereby attest the Signature of the Transferor(s) herein mentioned ... ... ... ... Signature . Name Address/Seal of the Counter ... Power of Attorney/Probate/Death Certificate/Letter of Administration registered with the Company No. .. Date .. Signature (not initials) of Counter/Bank/Company) *Lodged by Share Certificates to be returned to (Fill in the name and address to which the certificates are required to be returned) *Note : To be filled only if the documents are lodged by a person other than the transferee. Note : Counter means and include Members and Dealers of OTCEI. Terms and conditions : 1. This contract is made subject to the rules, Bye-laws, Code of Conduct and Regulations of OTC Exchange of India and the provisions of the laws of the land for the time being in force. 2. Brokerage, where applicable, may be charged at the rates not exceeding the official scale and will be indicated in the Counter Receipt/Sale Confirmation Slip. 3. Transaction fees for every transaction and service charges for investor services may be levied as per the rates specified by OTC Exchange of India from time to time. 4. The Counter Receipt (CR) is valid for trading only at the authorised counter of OTC Exchange of India. 5. The CR authorises the holder to exchange the same for Share Certificates and vice versa, at the option of the holder. 6. The first holder of a CR is authorised, to transact on behalf of all the holders. The other holders will be deemed to have given their consent for all transaction. However, all the holders will have to sign on Part B of the Counter Receipt and transfer form, in case the shares are registered in the Company's books in the investors' name. The seller/ buyer of shares will sign the transfer form as transferor/transferee respectively. 7. Transfer, would take place, within reasonable time, without reference to the relevant company, if the investor's purchase/holding does not exceed 0.5% of the Company's paid-up capital or such other limit, as may be stipulated from time to time. 8. The transferred CR will bear the words 'Transferred CR' on the CR. The transferred CR will not indicate the details of the transaction, therefore the investor is advised to keep a record of it separately before sending in the CR for transfer. 9. Safe custody of any trading document of OTC Exchange of India is at the risk of the holder. The CR is a very valuable document and the holder is requested to keep it safely. 10. If a cheque issued in pursuance of the contract is dishonoured or a CR or any other trading document is found invalid, the contract is liable to be declared null and void. 11. In the event of any claim (whether admitted or not) difference or dispute arising out of this contract, the matter shall be submitted to and decided by the Arbitration Committee as provided in the Rules, Bye-laws and Regulations of OTC Exchange of India. 12. The jurisdiction of this contract extends to the whole of India where counters authorised by OTC Exchange of India operate. 13. In case of any dispute, notice and communications to a member or non-members shall be served in any one or more all of the following ways and any such notice or communication under ( a ) to ( h ) below shall be served at his ordinary business address and/or at his ordinary place of residence and/or at his last known address : a. by delivering it by hand. b. by sending it by registered post. c. by sending it under certificate of posting. d. by sending it by express delivery post. e. by sending it by telegram. f . by affixing it on the door at the last known business and residential address. g. by its oral communication of the party in the presence of third person. h. by advertising it at least once in any daily newspaper published by Bombay. 14. All dealing, transactions and contracts which are subject to the Rules, Regulations and Bye-laws of the Exchange and every arbitration agreement to which the Rules, Regulations and Bye-laws of the Exchange apply shall be deemed in all respects to be subject to the Rules, Regulations and Bye-laws of the Exchange and shall take effect as wholly made, entered into and to be performed in the whole of India and the parties to such dealings, transactions, contracts or agreements shall be deemed to have submitted to the jurisdiction of the Courts all over India for the purpose of giving effect to the Rules, Regulations and Bye-laws of the Exchange. 15. Upon the sale of the said shares, the transferee authorises the company or OTC Exchange of India or any person(s) authorised by OTC Exchange of India in this regard, to treat the above declaration as authority for transferring the said shares to the subsequent person(s) who request the said shares to be transferred in the latter's name.