Documentation:Transfer or transmission or transposition of securities

IMPORTANT: SECURITIES OF LISTED COMPANIES WOULD BE TRANSFERRED IN DEMATERIALISED FORM ONLY

On June 8, 2018, SEBI vide Notification No. SEBI/LAD-NRO/GN/2018/24 notified SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (FOURTH AMENDMENT) REGULATIONS, 2018.

As per the amendment, 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. The Notification shall come into force on the 180th day from the date of publication in official gazette. Accordingly, transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository with effect from December 5, 2018.

In view of the above, it is hereby clarified that:

1. The amendment does not prohibit the investor from holding the shares in physical form; investor has the option of holding shares in physical form even after December 5, 2018.
2. The amendment is not applicable for transmission (i.e. transfer of title of shares by way of inheritance / succession) and transposition (i.e. re-arrangement / interchanging of the order of name of shareholders) cases.
3. Any investor who is desirous of transferring shares (which are held in physical form) after December 5, 2018 can do so only after the shares are dematerialised.

SEBI vide Notification No. SEBI/LAD-NRO /GN/ 2018/49 dated November 30, 2018 notified that “Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018 in the Gazette of India on June 8, 2018 vide No. SEBI/LAD-NRO/GN/2018/24” shall come into force with effect from April 1, 2019. Accordingly, of securities shall not be processed unless the securities are held in the dematerialized form with a depository with effect from April 1, 2019.

Transfer of Shares held in physical form:

For shares held in physical form, transfer would be effected by the Company’s on receipt of the following documents:

1. Original Share Certificate(s)
2. Self-attested PAN Card of Transferor and Transferee. (In cases where PAN card is not available i.e. in case of residents of Sikkim, the requirement of PAN Card may be substituted with Identity proof).
3. Complete Bank details / Cancelled Cheque Leaf bearing the name of the Transferee
4. Duly stamped, dated and executed Share Transfer Deed in prescribed Form SH-4 complete in all respect.

Things to remember:

1. Blank transfer form (SH -4) can be availed from Broker / Stock Exchange / can be download from Company’s website.
2. Frank / Affix Share Transfer Stamps(s) on the form SH-4 of requisite stamp duty calculated @ 0.25% of the market value of the shares as on the date of execution of the transfer or the consideration amount, whichever is higher.
3. Fill-in the details of form in all respects.
4. Ensure that the transferor(s) and transferee(s) have signed in the space indicated and that the Signature(s) of the transferor(s) is witnessed
5. Validity of the executed SH-4: 60 days from the date of execution
6. State your complete address along with Pin Code Number, Email Address, Mobile Number, on the Share Transfer Deed.

Company’s details for filling the Form SH - 4:

• CIN: L24129AP2006PLC076238
• Company’s Full Name: NAGARJUNA FERTILIZERS AND CHEMICALS LIMITED

Name of the Stock Exchanges where the shares of the Company are listed:

(1) The BSE Limited and
(2) The National Stock Exchange of India Limited

Transfer of share for transfer deeds executed prior to December 01, 2015

a) Non-availability of PAN of the transferor for transfer deeds executed prior to December 01, 2015:

It has been brought to the notice of SEBI that many transfer deeds executed prior to the notification of LODR, (i.e., December 01, 2015) have not been registered due to non-availability of PAN of the transferor. It is clarified that transfer deeds executed prior to notification of LODR may be registered with or without the PAN of the transferor as per the requirement of quoting PAN under the applicable Income Tax Rules.

b) Mismatch of name in PAN card vis-à-vis name on share certificate/ transfer deed: In such cases, transfer shall be registered on submission of any of the four following additional documents explaining the difference in names:

i. Copy of Passport
ii. Copy of legally recognized Marriage Certificate
iii. Copy of gazette notification regarding change in name
iv. Copy of Aadhar Card

c) Major mismatch / Non-availability of transferor’s signature:

As per procedure laid down in LODR, in case of non-availability / major mismatch in transferor’s signature the transferor is required to update his / her signature by submitting bank attested signature along with an affidavit and cancelled cheque to the RTA/company. Multiple instances have been brought to the notice in such cases, where the transferor did not take efforts to update his signature since he had already received the consideration for the transfer. Further, in many cases, the transferors could not be traced now.

Accordingly, following procedure / documentation shall be followed for registration of transfer of securities, in such cases:

(i) RTA/ company shall follow the procedure as laid down in Para (B)(2) of Schedule VII of LODR for major difference or non-availability of signature of the transferor(s).

Para (B)(2) of Schedule VII of LODR

(2) In case of major differences in, or non-availability of, the signature of the transferor(s), the listed entity shall follow the following procedure for registering transfer of securities:

(a) The listed entity shall promptly send to the transferee(s), via Speed Post, an Objection Memo along with the documents in original marking the reason as “material signature difference/ non-availability of signature” and an advice to ensure submission of requested documents of the transferor(s);

(b) The listed entity shall also send a copy of the Objection memo as per clause (a) of sub-para (2) to the transferor(s), via Speed Post, simultaneously;

(c) The above Objection Memo in clause (a) and (b) of sub-para (2) shall also state the requirement of additional documents of transferor(s) as follows for effecting the transfer:

(i) an Affidavit to update transferor(s) signature in its records;
(ii) an original unsigned cancelled cheque and banker’s attestation of the transferor(s) signature and address;
(iii) contact details of the transferor(s) and ;

(d) If the intimation to both the transferor(s) and the transferee(s) are delivered, requested documents of the transferor(s) are submitted to the listed entity and the address attested by the bank tallies with the address available in the database of listed entity, the listed entity, shall transfer the securities provided the listed entity does not suspect fraud or forgery in the matter.

(ii) Issuers / RTAs shall make efforts to contact the transferor:

1) By checking the Dividend history and obtaining the current contact details from the bank where dividend was encashed.
2) From the address, email ids and phone numbers, if any, available with the Depositories / KRA

(iii) In case of non-delivery of the objection memo to the transferor or non-cooperation by / inability of the transferor to provide the required details to the transferee, company / RTA shall register the transfer after following the procedure as under:

1. Following additional documents shall be collected from the transferee:
i) An indemnity bond from the transferee in the format placed at Annexure A;
ii) Copy of address proof - Passport / Aadhar Card / Driving License of the transferee.
iii) An undertaking that the transferee will not transfer/ demat the physical securities until the lock-in period specified under clause (4) below is completed.

2. RTA may also verify the documents submitted by the transferee with the KYC details, if any, available with the Depositories / KRAs.

3. Companies / RTAs shall publish an advertisement in at least one English language national daily newspaper having nationwide circulation and in one regional language daily newspaper published in the place of registered office of the listed entity is situated, giving notice of the proposed transfer and seeking objection, if any, to the same within a period of 30 days from the date of advertisement. A copy of the advertisement shall also be published on the company’s website.

4. Transfer shall be effected only after the expiry of 30 days from the newspaper advertisement. The shares so transferred shall bear a stamp affixed by the company / RTA stating that these securities shall be under lock-in for a period of 6 months from the date of registration of transfer and should not be transferred / dematerialized during the said period.

5. Names of the transferor, transferee and no. of securities transferred under this procedure shall be disclosed on the company’s website for a period of 6 months from the date of transfer. This information shall also be displayed on stock exchange website as a corporate announcement.

6. In case the bank attested address of the transferor differs from the records available with the company / RTA, companies / RTAs shall register the transfer by updating the new address as attested by the bank. Further, intimation may also be sent by the RTA with regard to updation of address on the old and new address of the transferor.

The Securities and Exchange Board of India vide Circular SEBI/ HO / MIRSD / DOP1 / CIR / P / 2018 / 73 dated April 20, 2018 with the intention to strengthen the standards for Share Transfer Agent (RTA) has prescribed guidelines for procedures and processes with regard to handling, maintenance and updating of records, transfer / transmission of securities and payment of dividend.

As per the guidelines where bank account details of the shareholder is not available with RTA or there is change in bank account details, RTA shall obtain account details along with cancelled cheque to update the securities holder’s data. The original cancelled cheque shall bear the name of the securities holder failing which securities holder shall submit copy of bank passbook /statement attested by the bank.

The unpaid dividend shall be paid via electronic bank transfer. In case electronic payment instructions have failed or have been rejected by the bank, the company may ask the banker to make payment though physical instrument such as banker’s cheque or demand draft to such securities holder incorporating his bank account details.

The RTA has been bestowed with the responsibility to take special efforts to collect copy of PAN, and bank account details of all shareholders holding shares in physical form.

Shareholders who are unable to respond and provide PAN and bank details within 180 days of the circular or have informed that the securities available in their name as per the records of RTA does not belong to them, shall be subject to enhanced due diligence.

In case of residents of Sikkim, the requirement of PAN Card be substituted with a valid Identity proof issued by Government.

Accordingly all the shareholders are requested to submit a copy of the PAN card and original cancelled cheque leaf /attested bank passbook showing name of account holder at the earliest. Further it is also requested to update the contact details viz., the complete postal address, the mobile number and any alternate number, and landline and email address for effective communications with Company.

Transmission:

Transmission means transfer of interest in shares of a company, of a deceased member of the company to his/her legal representative or nominee by Operation of Law. Request for Transmission should be made by the legal representative or nominee of a deceased member who will be registered by the company in the Register of Members.

i) The survivors in case of joint holding can get the shares transmitted in their names by production of the death certificate of the deceased holder of shares. The Company records the particulars of the death certificate and a reference number of recording entry is given to the shareholder so as to enable him / her to quote such number in all future correspondence with the Company.

ii) If a member of a Company dies and he leaves after him a will or letter of administration that the survivors shall get a copy of ‘will’ certified under the seal of a court of competent jurisdiction. The certified copy of the will is called a ‘probate’ and it shall be forwarded to the Company.

iii) If a member of the Company dies without leaving a will, than succession certificate issued by a court of competent jurisdiction shall be submitted to the Company.

iv) In case a member of the Company becomes bankrupt, the official receiver shall produce documentary evidence of his appointment from a competent court.

Documentary requirement for shares held in physical mode:

I. For securities held in single name with a nominee:

a) Duly signed transmission request letter by the nominee.
b) Original share certificate(s)
c) Original or Copy of death certificate duly attested by a Notary Public or by a Gazetted Officer.
d) Self-attested copy of PAN card of the nominee. (Copy of PAN card may be substituted with ID proof in case of residents of Sikkim after collecting address proof)
e) Proof of address of the nominee
f) Signature of the nominee attested by the manager of a bank with whom an Account is maintained
g) Original cancelled cheque bearing the name of the nominee.

II. For securities held in single name without a nominee, the following additional documents shall be provided:

For value of securities up to Rs.2,00,000 (Rupees Two lakh only) per issuer company as on date of application, one or more of the following documents:

a) Succession certificate or probate of will or will or letter of administration or court decree, as may be applicable in terms of Indian Succession Act, 1925.
b) Affidavit from all the legal heirs made on appropriate non judicial stamp paper, to the effect of identification and claim of legal ownership to the securities.
c) No objection certificate from all legal heir(s) who do not object to such transmission or copy of family settlement deed duly notarized or attested by a gazetted officer and executed by all the legal heirs of the deceased holder;
d) Indemnity made on appropriate non judicial stamp paper, indemnifying the Company
In case the legal heir(s)/claimant(s) is named in the succession certificate or probate of will or will or letter of administration, an affidavit from such legal heir/claimant(s) alone would be sufficient.

In case of submission of Succession Certificate or probate of will or will or letter of administration or court decree, as may be applicable in terms of Indian Succession Act, 1925, No objection certificate from all legal heir(s) and indemnity bond is not mandatory.

For value of securities more than Rs.2,00,000 (Rupees Two lakh only) per issuer company as on date of application, one or more of the following documents:

a) Succession certificate or probate of will or will or letter of administration or court decree, as may be applicable in terms of Indian Succession Act, 1925 (mandatory).
b) Affidavit from all the legal heirs made on appropriate non judicial stamp paper – to the effect of identification and claim of legal ownership to the securities.
c) No objection certificate from all legal heir(s) who do not object to such transmission or copy of family settlement deed duly notarized or attested by a gazetted officer and executed by all the legal heirs of the deceased holder;
d) Indemnity made on appropriate non judicial stamp paper, indemnifying the Company

III. Where shares are held in joint names, the share will be transmitted to the name of the surviving holder on submission of following documents:

a) Duly signed transmission request letter by the surviving member(s)
b) Original Share certificate
c) Copy of the Death certificate duly attested by a Gazetted officer or by a Notary Public in original.
d) Copy of the surviving Member’s PAN Card duly self-attested
e) Proof of address of the surviving Member’s
f) Specimen signature attested by the Manager of the bank with whom an account is maintained.
g) Original cancelled cheque bearing the name of the surviving Member’s

Proof of address can be any of the following:

a) Valid Passport
b) Voter ID card
c) Valid Permanent Driving license
d) Aadhaar Card issued by government of India.
e) Job card issued by NREGA duly signed by an officer of the State Government Letter issued by a gazette officer, with a duly attested photograph of the person
f) Utility bill which is not more than three months old of any service provider (electricity, telephone, postpaid mobile phone, piped gas, water bill);
g) Bank account or Post Office savings bank account statement / passbook
h) Pension or family pension payment orders (PPOs) issued to retired employees by Government Departments or Public Sector Undertakings, if they contain the address
i) Documents issued by Government departments of foreign jurisdictions and letter issued by Foreign Embassy or Mission in India.

Formats:

Indemnity
Bank Certificate
Indemnity Bond for Transmission
Affidavit
No Objection Certificate / deed of relinquishment
Affidavit for transmission of shares