Dematerialisation of shares
This query is : Resolved
08 November 2012
Dear Experts,
One of our clients, an Unlisted Public Company want to get their shares dematerialised so as to facilitate easy transfer of shares between members.
Kindly give me a detailed procedure to be carried out for the same. We are in Madurai, Tamilnadu.
Awaiting your early response,
Thank you,
Sathyan Avinash
e-mail id: sathyanavinash@gmail.com
One of our clients, an Unlisted Public Company want to get their shares dematerialised so as to facilitate easy transfer of shares between members.
Kindly give me a detailed procedure to be carried out for the same. We are in Madurai, Tamilnadu.
Awaiting your early response,
Thank you,
Sathyan Avinash
e-mail id: sathyanavinash@gmail.com
08 November 2012
Hi
"DEMATERIALISATION OF SECURITIES"
12(A) (i) Notwithstanding any thing to the contrary contained in these Articles the Company shall be entitled to dematerlalize its securities and to offer securities in a dematerialised form pursuant to the Depositories Act.
ii) When any securities of the Company are held or dealt in dematerialised form.
(a) Every person holding securities of the Company through allotment or otherwise shall have the option to receive and hold the same in the dematerialised form with a depository.
(b) All securities held by a depository shall be dematerialised and shall be in fungible form. Nothing contained in Section 153, 153A, 153B, 187B and 187C of the Act, shall apply to a depository in respect of the securities held by it on behalf of the beneficial owner.
(c) Every person holding securities of the Company with a depository, being the beneficial owner thereof, may at any time opt out of the depository in the manner provided under the provisions of the Depositories Act, 1996, and the rules. It any, prescribed thereunder and on fulfilment of the conditions prescribed by the Company from time to time, the Company shall issue the relevant security certificate to the beneficial owner thereof.
12(B) (i) The Company shall make available to the depository, copies of the relevant records in respect of securities held by such depository for the beneficial owners thereof.
(ii) When a holder or an allottee of the securities opts to hold the same with a depository, the Company shall Intimate such depository the details of his holding or allotment of securities and thereupon the depository shall enter in its record the names of the holders/allottees as the beneficial owners of such securities.
12(C) The register and index of Beneficial Owners of securities maintained by a depository under section 11 of the Depositories Act, shall be deemed to be the Register and index of Members or of Holders of Debenture or other securities of the Company.
12(D) (i) Transfer of securities held in a depository will be governed by the provisions of depositories Act, 1996.
(ii) Every depository shall furnish to the Company information about the transfer of securities, the name of beneficial owners at such intervals and in such manner as may be specified under the provisions of Depositories Act, 1996.
(iii) Section 108 of the Act shall not apply to transfer of securities effected by the transferor or and the transferee both of whom are entered as beneficial owners in the records of a depository.
12(E) (i) A depository shall be deemed to be the registered owner for the purposes of effecting the transfer of ownership of securities on behalf of the beneficial owners and shall not have any voting rights or any other rights in respect of the securities held by it.
(ii) Every person holding securities of the Company and whose name is entered as the beneficial owner in the records of the depository shall be deemed to be a member of the Company. The beneficial owner of securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of his securities which are held by a depository.
12(F) Nothing contained in the Act or these Articles regarding the necessity of having numbers for securities issued by the Company shall apply to Securities.
12(G) Notwithstanding anything contained in these articles or the act, the provisions of Depositories Act, 1996, relating to dematerialization of securities, (including any modification or re-enactment
"DEMATERIALISATION OF SECURITIES"
12(A) (i) Notwithstanding any thing to the contrary contained in these Articles the Company shall be entitled to dematerlalize its securities and to offer securities in a dematerialised form pursuant to the Depositories Act.
ii) When any securities of the Company are held or dealt in dematerialised form.
(a) Every person holding securities of the Company through allotment or otherwise shall have the option to receive and hold the same in the dematerialised form with a depository.
(b) All securities held by a depository shall be dematerialised and shall be in fungible form. Nothing contained in Section 153, 153A, 153B, 187B and 187C of the Act, shall apply to a depository in respect of the securities held by it on behalf of the beneficial owner.
(c) Every person holding securities of the Company with a depository, being the beneficial owner thereof, may at any time opt out of the depository in the manner provided under the provisions of the Depositories Act, 1996, and the rules. It any, prescribed thereunder and on fulfilment of the conditions prescribed by the Company from time to time, the Company shall issue the relevant security certificate to the beneficial owner thereof.
12(B) (i) The Company shall make available to the depository, copies of the relevant records in respect of securities held by such depository for the beneficial owners thereof.
(ii) When a holder or an allottee of the securities opts to hold the same with a depository, the Company shall Intimate such depository the details of his holding or allotment of securities and thereupon the depository shall enter in its record the names of the holders/allottees as the beneficial owners of such securities.
12(C) The register and index of Beneficial Owners of securities maintained by a depository under section 11 of the Depositories Act, shall be deemed to be the Register and index of Members or of Holders of Debenture or other securities of the Company.
12(D) (i) Transfer of securities held in a depository will be governed by the provisions of depositories Act, 1996.
(ii) Every depository shall furnish to the Company information about the transfer of securities, the name of beneficial owners at such intervals and in such manner as may be specified under the provisions of Depositories Act, 1996.
(iii) Section 108 of the Act shall not apply to transfer of securities effected by the transferor or and the transferee both of whom are entered as beneficial owners in the records of a depository.
12(E) (i) A depository shall be deemed to be the registered owner for the purposes of effecting the transfer of ownership of securities on behalf of the beneficial owners and shall not have any voting rights or any other rights in respect of the securities held by it.
(ii) Every person holding securities of the Company and whose name is entered as the beneficial owner in the records of the depository shall be deemed to be a member of the Company. The beneficial owner of securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of his securities which are held by a depository.
12(F) Nothing contained in the Act or these Articles regarding the necessity of having numbers for securities issued by the Company shall apply to Securities.
12(G) Notwithstanding anything contained in these articles or the act, the provisions of Depositories Act, 1996, relating to dematerialization of securities, (including any modification or re-enactment
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08 November 2012
Procedure for dematerialisation to be followed by DP on receiving of request from the investor
1. In order to dematerialised the Physical Share Certificates, an investor will have to first open an account called as Demat A/c or Security A/c with any of the DP of his choice.
2. Obtain the Account No. from his DP.
3. Obtain the Dematerialised Request Form (DRF) from his DP.
4. This DRF, together with the Share Certificates desired to be dematerialised is to be submitted to DP.
5. DP, then issues an acknowledgement to the investor and afterwards follows the following procedure:
(a) Defaces the Share Certificates by putting a rubber stamp "Surrendered for Dematerialisation" and by punching two holes on the name of the company on the Share Certificate.
(b) Generates a Demat Request Number (DRN) through his Depository Participant Module (DPM) and fills the same in DRF at the appropriate place.
(c) Sends an electronic communication to Depository viz. NSDL or CDSL, as the case may be, to the effect that so many shares of this company (Identified by ISIN) have been received for dematerialisation.
(d) Sends the DRF and Share Certificates to the company by courier. The role of DP comes to an end with this but he must send a reminder in case credit of shares is not received in demat account of investors within a month.
6. The depository electronically downloads the particulars of demat request, received from DP and send to the electronic Registrar of the company so that these shares could be dematerialized. Ultimately, the company or its RTA, as the case may be, receives two kinds of communications:
(i) DRF and Physical Share Certificates from DP.
(ii) Electronic Download of Demat Request from depository through electronic Registrar.
1. In order to dematerialised the Physical Share Certificates, an investor will have to first open an account called as Demat A/c or Security A/c with any of the DP of his choice.
2. Obtain the Account No. from his DP.
3. Obtain the Dematerialised Request Form (DRF) from his DP.
4. This DRF, together with the Share Certificates desired to be dematerialised is to be submitted to DP.
5. DP, then issues an acknowledgement to the investor and afterwards follows the following procedure:
(a) Defaces the Share Certificates by putting a rubber stamp "Surrendered for Dematerialisation" and by punching two holes on the name of the company on the Share Certificate.
(b) Generates a Demat Request Number (DRN) through his Depository Participant Module (DPM) and fills the same in DRF at the appropriate place.
(c) Sends an electronic communication to Depository viz. NSDL or CDSL, as the case may be, to the effect that so many shares of this company (Identified by ISIN) have been received for dematerialisation.
(d) Sends the DRF and Share Certificates to the company by courier. The role of DP comes to an end with this but he must send a reminder in case credit of shares is not received in demat account of investors within a month.
6. The depository electronically downloads the particulars of demat request, received from DP and send to the electronic Registrar of the company so that these shares could be dematerialized. Ultimately, the company or its RTA, as the case may be, receives two kinds of communications:
(i) DRF and Physical Share Certificates from DP.
(ii) Electronic Download of Demat Request from depository through electronic Registrar.
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09 November 2012
Thank you for the early and accurate reply Mr. Ajay Mishra.
I just have one more query. Whether an unlisted public company's shares be dematerialised ?
Thank you in advance.
I just have one more query. Whether an unlisted public company's shares be dematerialised ?
Thank you in advance.
09 November 2012
Hi
Yes, you can.
For this you will made tripartite agreement with company RTA and NSDL/CDSL.
Yes, you can.
For this you will made tripartite agreement with company RTA and NSDL/CDSL.
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