Procedure for Transmission of Shares under Companies Act, 2013

Transmission of shares

A transmission of interest in shares of a company, of a deceased member of the company, made by the legal representative of a deceased member shall be considered as transmission of shares by operation of law. This transmission will be registered by a company in the Register of Members.

For statutory provisions related to Transmission of share one should refer the following sources:

1. Section 56 of Companies Act, 2013

2. Provisions given in model articles of association given in Table ‘F’ of Schedule-I

“Relevant” Text of Section 56 and Rule 11 are reproduced below for ready reference:

Transfer and transmission of securities

Section 56 (2) Nothing in sub-section (1) shall prejudice the power of the company to register, on receipt of an intimation of transmission of any right to securities by operation of law from any person to whom such right has been transmitted.

(3) Where an application is made by the transferor alone and relates to partly paid shares, the transfer shall not be registered, unless the company gives the notice of the application, in such manner as may be prescribed, to the transferee and the transferee gives no objection to the transfer within two weeks from the receipt of notice.

(4) Every company shall, unless prohibited by any provision of law or any order of Court, Tribunal or other authority, deliver the certificates of all securities allotted, transferred or transmitted—

(a) within a period of two months from the date of incorporation, in the case of subscribers to the memorandum;

(b) within a period of two months from the date of allotment, in the case of any allotment of any of its shares;

(c) within a period of one month from the date of receipt by the company of the instrument of transfer under sub-section (1) or, as the case may be, of the intimation of transmission under sub-section (2), in the case of a transfer or transmission of securities;

(d) within a period of six months from the date of allotment in the case of any allotment of debenture:

Provided that where the securities are dealt with in a depository, the company shall intimate the details of allotment of securities to depository immediately on allotment of such securities.

(5) The transfer of any security or other interest of a deceased person in a company made by his legal representative shall, even if the legal representative is not a holder thereof, be valid as if he had been the holder at the time of the execution of the instrument of transfer.

(6) Where any default is made in complying with the provisions of sub-sections (1) to (5), the company shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees and every officer of the company who is in default shall be punishable with fine which shall not be less than ten thousand rupees but which may extend to one lakh rupees.

Main Provisions related to Transmission of Share

1. Person eligible to apply for transmission: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. In other words in case of joint holding, the survivor or survivors shall only be entitled for registration and the legal heir of the deceased member shall have no right or claims.

2. Share transfer deed not required for Transmission: Execution of transfer deed not required in case of transmission of shares. Intimation/application of Transmission accompanied with relevant documents would be enough for valid transmission request.

3. Documents required for Transmission of Shares:In case of transmission of sharesby operation of law, it is not necessary to execute and submit transfer deed. A simple application to the company by a legal representative along with the following necessary evidences is sufficient:—

a. Certified copy of death certificate;

b. Succession certificate;

c. Probate;

d. Specimen signature of the successor.

4. Liability on shares shall continue: In the case of a transmission of shares, shares continue to be subject to the original liabilities, and if there was any lien on the shares for any sums due, the lien would subsist, notwithstanding the devaluation of the shares.

5. Payment of consideration or stamp duty not required: Since the transmission is by operation of law, payment of consideration or payment of stamp duty would not be required on instruments for transmission.

6. Time limit for issue of share certificate on transmission (Section-56(4)): Every company, unless prohibited by any provision of law or of any order of any Court, Tribunal or other authority, shall, within One month deliver, the certificates of all shares transmitted after the application for the registration of the transmission of any such shares received.

7. Time Limit for Refusal of registration of Transmission:Provisions related to Refusal of registration and appeal against refusal is given in Section 58 of the Companies Act, 2013.Power of refusal to register transmission of shares is to be exercised by the company within thirty (30) days from the date on which the intimation of transmission is delivered to the company.

8. Time Limit for appeal against refusal to register Transmission by Private Company:As per section 58(3), the person who gave intimation of the transmission by operation of law,may appeal to the Tribunal against the refusal within a period of thirty (30) days from the date of receipt of the notice from the Company or in case no notice has been sent by the company, within a period of sixty (60) days from the date on which the intimation of transmission was delivered to the company.

9. Time Limit for appeal against refusal to register Transmission by Public Company: As per section 58(4), the person who gave intimation of the transmission by operation of law may, within a period of sixty (60) days of such refusal or where no intimation has been received from the company, within ninety (90) days of the delivery of the intimation of transmission, appeal to the Tribunal against such refusal.

10. Penalty for Non-compliance: Where any default is made in complying with the provisions related to transmission of shares, the company shall be punishable with fine which shall not be less than Rs. 25,000/- but which may extend to Rs. 5,00,000/- and every officer of the company who is in default shall be punishable with fine which shall not be less than Rs. 10,000/- but which may extend to Rs. 1,00,000/-.

Extremely useful Information and knowledge about Transmission documents:

i. Meaning of Probate: If a member of a company dies and he leaves after him a will or letter of administration then 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’. Succession certificate is not required when probate or letter of administration is issued.

ii. If a member of a company dies without leaving a will, then succession certificate issued by a Court of competent jurisdiction shall be submitted to the company. Once succession certificate is granted, it provides full indemnity to the company regarding transmission of shares by operation of law.

iii. 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.

Basic Procedure for Transmission of Share

 Generally articles contain the detailed provisions as regards the procedure for transmission of shares. Usually following steps shall be followed in order to give effect to the transmission of shares:—

1. The survivor in case of joint holding or legal heir, as the case may be, who want transmission by operation of law in his/her favour, shall filea simple application with the Company with relevant documents such as death certificate, succession certificate, probate, etc., depending upon various circumstances may be considers necessary for transmission by the Company.

2. 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 to quote such number in all future correspondence with the company.

3. The company review and verify the documents submitted with transmission request. In case all the documents are in order, company shall approve the transmission request and register the shares in the name of the survivor or legal heir as the case may be.

4. However in case documents submitted with transmission request are not in order and it is the case of refusal, company shall within thirty (30) days, from the date on which the intimation of transmission is delivered to the company, communicate refusal to the concerned person.

5. Dividend declared before the death of the shareholder will be payable to legal representative but dividend declared after the death of a member can be paid to him only after registration of his name and till that period it has to be kept in abeyance.

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Sample application for transmission of shares

To,                                                                                                               Date: 29/12/2017

The Board of Directors,

Reliance Industries Limited

Nariman Point, Old Palasia Road,

Mumbai (Maharashtra)

Sub: Transmission of 500 Equity shares held by Late Sh. Jagdish Lal

Ref.: L.F. No.­­­­­­­­­­­­­­­____________

Dear Sir/Madam,

I have to inform that my father Late Sh. Jagdish Lal  expired on July 05, 2016. He was holding 500 Equity Shares of Rs. 10 each fully paid up in the company under L.F. No. 110.Please find below relevant details of the Equity Shares :

No.	Share Certificate No.	No. of Equity Shares	Ledger Folio No.Transferor	Distinctive NumberFrom	Distinctive NumberTo
1.	110	500	110	703201	703700

 I, hereby submit the following documents for transmission of 500 Equity Shares in my name:

1. Copy of the death certificate obtained from Nagar Nigam, Maharashtra.
2. Succession Certificate.
3. Original share certificate.
4. My Specimen signatures.

Kindly consider and arrange for transmission of the said shares in my favour and oblige.

Thanking you.

Yours faithfully

(Manoj Bhagat)

(Son of Late Shri Jagdish Lal)

Address:

Phone No.:

If you accepts Cash in excess of Rs 2 lacs, you are liable to pay a penalty of Rs 2 lacs

If you accepts Cash in excess of Rs 2 lacs, you are liable to pay a penalty of Rs 2 lacs

If you accepts Cash in excess of Rs 2 lacs, you are liable to pay a penalty of Rs 2 lacs under Income-tax Act 

Jewellers , Builders and Hospitals have to be more cautious while accepting cash.

From 1st April cash transactions must be done very cautiously. Gifts etc. amounting to more than Rs 2 Lakhs received in cash may attract penalty. This will affect Jewellers, Hospitals, builders, persons who carry business in cash. Further cash purchases or expenses above Rs 10,000 may be levied a penalty, earlier the limit was Rs. 20000. Transactions must be done through banks only .

Cash sale in excess of Rs 2 lacs is to be avoided.

From 1st April 2017, for accepting cash more than Rs 2 lacs is an offence under IT Act.

On cash transactions if cash accepted of Rs. 2 Lakh or more then there is 100% penalty on it to acceptor.

v To a single person or on one day or through one transaction if Rs. 2 Lakh or more is accepted in cash then there is penalty.

v It means following four rules must be considered: (1) Rs. 2 Lakh or more (2) one person (3) One day (4) one transaction must be followed.

No split Sale is Allowed

One seller is not permitted to receive more than Rs. 2 Lakh in cash which connotes that one seller cannot accept in excess of Rs 2 lakhs in cash from any one buyer. For instance: If X Sell products for Rs 1 lakh and supplies bill no. x to Y customer and on the same day gives another bill no. m amounting to Rs. 1.5 lakhs, total amount equal to Rs. 2.5 Lakh and for such transactions seller may be levied with a penalty of 100% as he has received more than Rs 2 lacs in cash in a day.

The Meaning of One Transaction

One transaction means if the amount on the bill goes in excess of Rs 2 Lakhs and even if such amount is received through cheque or online transfer and partly in cash then also such transactions may be liable to attract penalty. For Ex.: X seller makes a credit sale of Rs. 2.5 Lakhs to Customer B on 20th April and on 22nd April the customer A pays Rs. 2.25 Lakh through Cheque and Rs. 25,000 in cash still in such transaction seller    X may be liable for penalty because the transaction has gone beyond Rs. 2 Lakhs.

UPDATES

MCA:

The Ministry of Corporate Affairs has amended the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. These rules may be called the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017. They shall come into force from the 28^th February, 2017. The provisions of Rule 6 (Manner of transfer of shares under section 124(6) to the fund) and Rule 7 (Refund to claimants from Fund) have been revised or amended.

EPFO:

The Employees´ Provident Fund Organisation has allowed full and final withdrawal of funds by the subscribers from their pension account without providing Aadhaar Number. The Members withless than 10 years of service can submit a full and final settlement claim through Form 10 C to withdraw the amount accumulated in their pension account. However, the members submitting claims for fixing their pensions using Form 10D would be required to submit Aadhaar Number or enrollment slips.

NEW BATCH FOR CS EXECUTIVE/PROFESSIONAL

SEBI lays down procedure for conflict resolution between listed and listing stock exchanges

SEBI lays down procedure for conflict resolution between listed and listing stock exchanges

SEBI lays down procedure for resolution of conflicts between any listed recognized stock exchange and its listing stock exchange under the Stock Exchanges Clearing Corporation Regulations; Regulation 45 said Regulations provides for listing of a stock exchange on any recognized stock exchange, other than  itself and its associates; As per the Circular, the Listing Department of listing stock exchange (i.e. a stock exchange on which the listing is done) shall be responsible for monitoring the compliance of the listed stock exchange (i.e. a stock exchange which is getting listed) as in the case of listed companies; The Independent Oversight Committee (IOC) of the listing stock exchange shall exercise oversight at the second level to deal with the conflicts, if any; The listed stock exchange may appeal to the Independent Oversight Committee of the listing stock exchange, if aggrieved, with the decision on disclosure of the listing stock exchange; An independent Conflict Resolution Committee (CRC) constituted by SEBI, with an objective for independent oversight and review, shall monitor potential conflicts between listed and listing stock exchange on a regular basis; The listed stock exchange aggrieved by the decision of IOC of the listing exchange may appeal to

Updates:

Updates:

1. CBDT has extended its one-time tax dispute resolution scheme by a month, giving companies including Vodafone and Cairn Energy time till January 31 to accept its offer to settle retrospective tax demands.
2. Manufacturer can avail Composition Scheme up to 50 lacs @ minimum 5%(2.5% CGST & 2.5% SGST) & Trader  at  2%(1%CGST 1%SGST). NA to Service provider. 
3. Madras High Court has held that the assessee is entitled to Service Tax Credit on catering services. M/s IP Rings Ltd v. CESTAT Chennai. 
4. SEBI (Securities and Exchange Board of India) has established its own Investor Protection & Education Fund (IEPF).
5. RBI issued Notifications / Circulars for 
1.  Restriction on currency exchange for foreigners to continue till 31.01.2017.
2. Supply of 40% bank notes / cash to bank branches in rural area

Important Updates

MCA:

The Ministry of Corporate Affairs has notified the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016. These Rules shall apply to matters relating to the corporate insolvency resolution process. They shall come into force from the 1st day of December, 2016. The rules provides norms for Application by financial creditor, Demand notice by operational creditor, Application by operational creditor, Application by corporate applicant, Withdrawal of application, Interim resolution professional, Filing of application and application fee.

MCA:

The Ministry of Corporate Affairs has notified the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. These Regulations shall come into force on 1^st December, 2016. These Regulations shall apply to the corporate insolvency resolution process. The rules provides norms for Eligibility for resolution professional, Access to books, public announcement, proof of claims, committee of creditors, meetings of the committee, voting by the committee, conduct of corporate insolvency resolution process, insolvency resolution process costs and resolution plan. 

 Updates:

1. CBDT vide its notification dated 29th November, 2016 has issued rules provide that in case of any capital asset the period of holding shall be reckoned from the date on which such property is acquired only if the date of acquisition is evidenced by a deed registered with any authority. In any other case it shall be reckoned from the 1.6.2016.
2. After SC judgment there is 90% chance that Govt. of West Bengal issue notice for the collection of due entry tax from the dealers who are not paying.
3. Govt clarifies that jewellery with household which is acquired-out of disclosed sources or exempted income shall become taxable under proposed Taxation Laws (Second Amendment) Bill, 2016, is totally unfounded and baseless.
4. Input tax credit on capital goods can be claimed in first year except for telecom towers in case of telecom companies where available in 3 years.
5. MCA notified provisions of Insolvency and Bankruptcy Code, 2016 from 1st December, 2016 (1) clause (a) to clause (d) of section 2 (except with regard to voluntary liquidation or bankruptcy.
6. RBI has given power to fix limit for cash withdrawal at counter & from ATM from time to time: The government is gearing up to facilitate Aadhaar number-enabled financial transactions through mobile phones as part of its drive to convert the country into a cashless economy.

Cost Audit and XBRL: For any help and assistance in Cost Audit and XBRL, Please contact CMA Raj Kishore Kaushik at Mob. 9811285012