Clarification on Share Transfer Forms executed before 01.04.2014 and Delegation of powers by board under Rule 6(2)(a)

General Circular No. 19/2014

Dated 12th June, 2014

Government of India

Ministry of Corporate Affairs

Subject: Clarifications on Rules prescribed under the Companies Act, 2013 – Matters relating to share capital and debentures- reg.

Government  has  received representations from Industry Chambers, Professional Institutes and other stakeholders seeking clarifications on matters relating to ‘share capital and debentures’ under the relevant provisions of the Companies Act, 2013 (Act) read with relevant rules, which have come into force with effect from 1st April, 2014. The representations have been examined and clarifications on the following points are hereby given:-

(i) Share  Transfer  Forms  executed  before 1st  April, 2014:– In  view  of prescription of new Securities Transfer Form as per Form SH-4 with effect from 1st  April, 2014, the companies and other stakeholders have sought clarity with regard to Share Transfer Forms executed before 1st  April, 2014 as per earlier Form 7B but which are yet to be accepted/ registered by companies.

The  matter  has  been  examined  and it is  clarified that since transaction relating to transfer of shares is a contract between two or more persons/ shareholders, any share transfer form executed before 1st  April, 2014 and submitted to the company concerned within the period prescribed under relevant section of the Companies Act, 1956 needs to be accepted by the companies for registration of transfers. In case any such share transfer form, executed prior to 1st April, 2014, is not submitted within the prescribed period under  the  Companies Act, 1956,  the  concerned company may get itself satisfied suitably with regard to justification of delay in submission etc. In case a company decides not to accept the share transfer form, it shall convey the reasons for such non-acceptance within time provided under section 56(4)(c) of the Act.

(ii) Delegation of powers by board under rule 6(2)(a): Clarification has been sought whether  the  powers  of the Board provided under rule 6(2) (a) of Companies (Share Capital and Debentures) Rules, 2014 with regard to issue of duplicate share certificates can be exercised by a Committee of Directors.

The matter has been examined in light of the relevant provisions of the Act, particularly sections 179 & 180 and regulation 71 of Table “F” of Schedule I and it is clarified that a committee of directors may exercise such powers, subject to any regulations imposed by the Board in this regard.

This issues with the approval of the competent authority.

No.  1/4/2013-CL-V

Yours faithfully

(Kamna Sharma)

Assistant Director (Policy)

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