Corporate Laws & Corporate Governance Committee The Institute of Chartered Accountants of India
14th June, 2021
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ANNOUNCEMENT
Sub: Amendment in Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
This is to inform you that the Ministry of Corporate Affairs vide its notification dated 09th June 2021 has amended the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 to introduce the manner of transfer of shares under section 90(9) of the Companies Act 2013 to the Investor Education and Protection Fund.
Accordingly, the following amendments have been made in the aforesaid rules. Analysis of which is given below:
S
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Rule
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Pre-Amendment
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Post-Amendment
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No.
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1
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Rule
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3(2)
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of
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There shall be credited to
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There shall be credited to the Fund,
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Investor
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the
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Fund,
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the
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following
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the following amounts, namely:-
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Education
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and
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amounts, namely:-
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Protection
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(a) all amounts payable as
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Fund Authority
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(a)
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all amounts
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payable
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mentioned in clause (a) to (n) of
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(Accounting,
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as
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mentioned in
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clause
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sub-section (2) of section 125 of the
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Audit, Transfer
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(a) to (n) of sub-section
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Act;
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and
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Refund)
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(2) of section 125 of the
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Rules, 2016:
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Act;
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(b) all shares in accordance with
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sub-section (6) of section 124 of the
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Fund
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(b)
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all
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shares
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in
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Act;
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accordance
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with
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sub-
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section (6) of section 124
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(c) all the resultant benefits arising
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of the Act;
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out of shares held by the Authority
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under clause (b);
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(c)
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all
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the
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resultant
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benefits
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arising
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out
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of
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(d) all grants, fees and charges
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shares
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held
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by
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the
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received by the Authority under
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Authority
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under
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clause
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these rules;
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(b);
(e) all sums received by the
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(d) all grants, fees and
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Authority from such other sources as
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charges
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received
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by
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the
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may be decided upon by the Central
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Authority
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under
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these
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Government;
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rules;
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(f) all income earned by the
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(e) all sums received by
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Authority in any year;
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the
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Authority
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from
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such
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other sources as may be
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(fa) all shares held by the Authority
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decided
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upon
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by
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the
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in accordance with proviso of sub-
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Central Government;
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section (9) of
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section 90 of the Act and all the
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(f) all income earned by
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resultant benefits arising out of such
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the Authority in any year;
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shares, without any restrictions
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(g)
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all
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amounts
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payable
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(g) all amounts payable as
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as mentioned in sub-
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mentioned in sub-section (3) of
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section (3) of section 10B
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section 10B of the Banking
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of
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the
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Banking
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Companies (Acquisition and Transfer
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Companies
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(Acquisition
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of Undertakings) Act, 1970, section
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and
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Transfer
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of
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10B of the Banking Companies
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Undertakings)
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Act, 1970,
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(Acquisition
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and
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Transfer
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of
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section
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10B
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of
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the
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Undertakings) Act, 1980, sub-section
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Banking
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Companies
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(3) of section 38A of the State Bank
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(Acquisition
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and Transfer
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of India Act, 1955],and section 40A
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of
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Undertakings)
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Act,
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of the State Bank of India
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1980, sub-section (3) of
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(Subsidiary Bank) Act, 1959; and’
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section 38A of the State
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Bank
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of
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India
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Act,
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(h) all other sums of money
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1955],and section 40A of
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collected by the Authority as
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the State Bank of India
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envisaged in the Act.
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(Subsidiary
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Bank)
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Act,
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1959; and’
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(h) all other sums of
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money
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collected
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by
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the
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Authority as envisaged in
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the Act.
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2
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Rule 6A
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of
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N.A.
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New Insertion
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Investor
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Education
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and
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(1) The shares shall be credited to
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Protection
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DEMAT Account of the Authority to
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Fund Authority
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be opened by the Authority for the
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(Accounting,
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said purpose,
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within
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a period
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of
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Audit, Transfer
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thirty days of such shares becoming
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and
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Refund)
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due to be transferred to the Fund.
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Rules, 2016:
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Provided that transfer of shares by
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Manner
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of
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the companies to the Fund shall be
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transfer
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of
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deemed to be transmission of shares
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shares
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under
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and the procedure to be followed for
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sub-section (9)
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transmission of shares shall be
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of
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section
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90
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followed by the companies while
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of
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the
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Act
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to
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transferring the shares to the fund.
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the Fund
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Provided further that such shares
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shall be transferred to the Authority
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without any restrictions and no
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application shall be filed for claiming
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back such shares from the Authority.
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(2) For the purposes of effecting
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transfer of such shares, the Board
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shallauthorisethe
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Company
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Secretary or any other person to
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sign the necessary documents.
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(3) The company shall follow the
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following
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procedure
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while
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transferring the shares, namely:-
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(A) for the purposes of effecting the
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transfer, where the shares are dealt
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with in a depository-
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(i) the company shall inform the
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depository by way of corporate
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action, where the shareholders have
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their accounts for transfer in favour
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of the Authority,
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(ii) on receipt of such intimation, the
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depository shall effect the transfer of
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shares in favour of DEMAT account
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of the Authority;
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(B) for the purposes of effecting the
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transfer of shares held in physical
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form-
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(i) the Company Secretary or the
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person authorised by the Board shall
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make an application, on behalf of
the concerned shareholder, to the
company, for issue of a new share
certificate;
(ii) on receipt of the application under clause (a), a new share certificate for each such shareholder shall be issued and it shall be stated on the face of the certificate that
“Issued in lieu of share certificate
No..... for the purpose of transfer to IEPF under subsection (9) of section
90 of the Act” and the same be recorded in the register maintained for the purpose;
(iii) particulars of every share certificate shall be in Form No. SH-1 as specified in the Companies (Share Capital and Debentures) Rules, 2014;
(iv) after issue of a new share certificate, the company shall inform the depository by way of corporate action to convert the share certificates into DEMAT form and transfer in favour of the Authority.
(4) The company shall make such transfers through corporate action and shall preserve copies for its records.
(5) While effecting such transfer, the company shall send a statement to the Authority in Form No. IEPF-4 within thirty days of the corporate action taken under sub-rule (4) of rule 6A containing details of such transfer and the company shall also attach a copy of order of the Tribunal under sub-section (8) of section 90 of the Act along with a declaration that no application under sub-section (9) of section 90 of the Act has been made or is pending
before the Tribunal.
(6) The voting rights on shares transferred to the Fund shall remain frozen.
Provided that for the purpose of the
Securities and Exchange Board of
India (Substantial Acquisition of
Shares and Takeovers) Regulations,
2011, the shares which have been
transferred to the Authority shall not
be excluded while calculating the
total voting rights.
(7) The company shall maintain all such statements filed under sub – rule (3) in the same format along with all supporting documents and the Authority shall have the powers to inspect such records.
(8) All benefits accruing on such shares like bonus shares, split, consolidation, fraction shares and the like except right issue shall also be credited to such DEMAT account [by the company which shall send a statement to the Authority in Form No. IEPF-4 within thirty days of the corporate action containing details of such transfer.]
(9) If the company is getting
delisted, the Authority shall surrender shares on behalf of the shareholders in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and the proceeds realised shall be credited to the Fund and a separate ledger account shall be maintained for such proceeds.
(10) In case the company whose
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shares or securities are held by the
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Authority is being wound up, the
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Authority
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may
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surrender
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the
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securities to receive the amount
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entitled on behalf of the security
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holder and credit the amount to the
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Fund and a separate ledger account
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shall be maintained for such
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proceeds.
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(11) Any further dividend received
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on such shares shall be credited to
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the Fund and a separate ledger
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account shall be maintained for such
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proceeds.
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(12) Any amount required to be
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credited by the companies to the
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Fund as provided under sub-rules
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(9), (10) and sub-rule (11) shall be
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remitted into the specified account
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of the IEPF Authority maintained in
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the Punjab National Bank [and the
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details thereof shall be furnished to
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the Authority in Form No. IEPF-7
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within thirty days from the date of
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remittance].
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Provided further that all such
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amounts shall be transferred to the
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Authority
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without
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any restrictions
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and no application shall be filed for
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claiming back such amounts from
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the Authority.
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(13) Authority shall furnish its report
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to the Central Government as and
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when noncompliance of the rules by
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companies came to its knowledge.”
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3
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eforms IEPF-4
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-
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Substitution of
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eforms
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IEPF-4
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and
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and IEPF-7
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IEPF-7 with the updated versions of
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the same as to enable the
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requirement of filing the said eforms
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pursuant
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to
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the
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requirements
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introduced through Rule 6A of IEPFA
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(Accounting, Audit, Transfer and
Refund) Rules, 2016.
Notification is available at the link-
https://www.mca.gov.in/bin/dms/getdocument?mds=XvERwVtVFjMBkvvi%252BqMcOg%25
3D%253D&type=open
Members may take note of the above and plan accordingly.
Sincerely Yours,
Chairman and Vice Chairman
Corporate Laws & Corporate Governance Committee
The Institute of Chartered Accountants of India