SEBI Clarification (27.03.2019) - Transfer of securities held in physical mode

SEBI Clarification - Transfer of securities held in physical mode

PR No.: 12/2019

Dated: 27.03.2019

SEBI Board, on March 28, 2018, decided that :

Ø  except in case of transmission or transposition of securities, requests for effecting the transfer of securities shall not be processed unless the securities are held in dematerialized form with a depository.

Ø  This measure shall come into effect from April 01, 2019.

Subsequently, SEBI has received representations from shareholders for extension of the date of compliance. In view of the same, the following are hereby clarified:

1.    The above decision does not prohibit the investor from holding the shares in physical form; investor has the option of holding shares in physical form even after April 01, 2019.

2.    Any investor who is desirous of transferring shares (which are held in physical form) after April 01, 2019 can do so only after the shares are dematerialized.

3.    The transfer deed(s) once lodged prior to the deadline and returned due to the deficiency in the document may be re-lodged for transfer even after the deadline of April 01, 2019.

The above Board decision is not applicable for

Demat of shares, 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.

Link: https://www.sebi.gov.in/media/press-releases/mar-2019/transfer-of-securities-held-in-physical-mode-clarification_42503.html

COMPLIANCE CALENDAR - FOR THE MONTH OF MARCH, 2019

CORPORATE Compliance CALENDAR

For the m/o March, 2019

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About Article :

This article contains various Compliance requirements under Statutory Laws. Compliance means “adhering to rules and regulations.”

Compliance under:

1. Compliance Requirement Under Income Tax Act, 1961

2. Compliance  Requirement Under Goods & Services Act,  (GST) 2017

3. Compliance Under Other Statutory Laws

4. Compliance Requirement Under SEBI (Listing Obligations And Disclosure Requirements) (LODR) Regulations, 2015

5. Compliance Requirement For Companies Act, 2013

   1. Compliance requirement under Income Tax act, 1961

Applicable Laws/Acts	Due Dates	Compliance Particulars	Forms/  (Filing mode)
Income Tax Act, 1961	02.03.2019	Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194-IA in the month of January, 2019	194-IA
Income Tax Act, 1961	02.03.2019	Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194-IB in the month of January, 2019	194-IB
Income Tax Act, 1961	07.03.2019	Due date for deposit of Tax deducted/collected for the month of February, 2019. (TDS & TCS)	TDS & TCS
Income Tax Act, 1961	15.03.2019	Due date for furnishing of Form 24G by an office of the Government where TDS/TCS for the month of February, 2019 has been paid without the production of a challan	Form 24G
Income Tax Act, 1961	15.03.2019	Fourth instalment of advance tax for the assessment year 2019-20	Advance Tax
Income Tax Act, 1961	15.03.2019	Due date for payment of whole amount of advance tax in respect of assessment year 2019-20 for assessee covered under presumptive scheme of section 44AD/44ADA	Section 44AD/44ADA
Income Tax Act, 1961	17.03.2019	Due date for issue of TDS Certificate for tax deducted under section 194-IA in the month of January, 2019	TDS Certificate under section 194-IA
Income Tax Act, 1961	17.03.2019	Due date for issue of TDS Certificate for tax deducted under section 194-IB in the month of January, 2019	TDS Certificate under section 194-IB
Income Tax Act, 1961	30.03.2019	Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194-IA in the month of February, 2019	Section 194-IA
Income Tax Act, 1961	30.03.2019	Due date for furnishing of challan-cum-statement in respect of tax deducted under Section 194-IB in the month of February, 2019	Section 194-IB
Income Tax Act, 1961	31.03.2019	Due date for linking of Aadhaar number with PAN
Income Tax Act, 1961	31.03.2019	Country-By-Country Report in Form No. 3CEAD for the previous year 2017-18 by a parent entity or the alternate reporting entity, resident in India, in respect of the international group of which it is a constituent of such group	Form No. 3CEAD
Income Tax Act, 1961	31.03.2019	Country-By-Country Report in Form No. 3CEAD for a reporting accounting year (assuming reporting accounting year is April 1, 2017 to March 31, 2018) by a constituent entity, resident in India, in respect of the international group of which it is a constituent if the parent entity is not obliged to file report u/s 286(2) or the parent entity is resident of a country with which India does not have an agreement for exchange of the report etc.	Form No. 3CEAD

    2. Compliance  Requirement under Goods & Services Act,  (GST) 2017

Applicable Laws/Acts	Due Dates	Compliance Particulars	Forms/  (Filing mode)
GST, Act, 2017	10.03.2019	Form GSTR-7 for the month of February, 2019	GSTR-7
GST, Act, 2017	10.03.2019	TCS Collector	GSTR - 8
GST, Act, 2017	11.03.2019	Return of outward supplies of taxable goods and/or services for the Month of February 2019 (for Assesses having turnover exceeding 1.5 Cr.) Monthly Return.	GSTR – 1
GST, Act, 2017	13.03.2019	Due date for Furnishing return by Input Service Distributors (ISD)	GSTR - 6
GST, Act, 2017	20.03.2019	Summary of outward taxable supplies and tax payable by Non-Resident taxable person & OIDAR respectively.	GSTR-5 & GSTR - 5A
GST, Act, 2017	20.03.2019	Simple GSTR return for the month of February, 2018	GSTR – 3B

 3. Compliance under Other Statutory LAws

Applicable Laws/Acts	Due Dates	Compliance Particulars	Forms / (Filing mode)
EPF  (The  Employees’ Provident Funds And Miscellaneous Provisions Act, 1952)	15.03.2019	PF Payment for February, 2019	ECR
ESIC (Employees' State  Insurance Act, 1948)	15.03.2019	ESIC Payment for February, 2019	ESI Challan
Shops And Establishments Act	31.03.2019	Annual Return Under Shops and Establishments Act - Jharkhand
Maharashtra Professional Tax Act	31.03.2019	Monthly Return for February Under Maharashtra Profession Tax, Trade and Ceilings

4. Compliance Requirement under SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015

FILING MODE(s) : ·         For BSE                     : BSE LISTING CENTRE ·        For NSE                     : NEAPS Portal

Sl. No.	Regulation No.	Compliance Particular	Compliance Period (Due Date)
1.	Regulation 7 (5)	Intimation of appointment  / Change of Share Transfer Agent.	Within 7 days of Agreement with RTA.
2.	Regulation 17(2)	Meeting of Board of Directors	The board of directors shall meet at least 4 times a year, with a maximum time gap of 120 days between any two meetings.
3.	Regulation 18(2)	Meeting of the audit committee	The audit committee shall meet at least 4 times in a year and not more than 120 days shall elapse between two meetings.
4.	Regulation 29	Notice for Board Meeting to consider the prescribed matters.	The Company shall give an advance notice of: a) at least 5 days for Financial Result as per Regulation 29 1 (a) b) in case matters as stated in regulation 29 1 (b) to (f) –  2 Working days in advance (Excluding the date of the intimation and date of the meeting) to Stock Exchange. c)  11 working days in case matter related to alteration in i) Securities ;ii) date of interest or redemption of Debenture / bond as per regulation 29(3) (a) ,(b).
5	Regulation 30	Outcome of Board Meeting (Schedule III Part A- (4)	within 30 minutes of the closure of the meeting
6.	Regulation 31	Holding of specified securities and shareholding pattern	Reg. 31(1)(a):  1 day prior to listing of its securities on the stock exchange(s); Reg. 31(1)(c): within 10 days of any capital restructuring of the listed entity resulting in a change exceeding 2 % of the total paid-up share capital.
7.	Regulation 39	Issuance of Certificates or Receipts/Letters/Advices for securities and dealing with unclaimed securities.	Reg. 39(2): The listed entity shall issue certificates or receipts or advices, as applicable, of subdivision, split, consolidation, renewal, exchanges, endorsements, issuance of duplicates thereof or issuance of new certificates or receipts or advices, as applicable, in cases of loss or old decrepit or worn out certificates or receipts or advices, as applicable within 30 days from the date of such lodgement. Reg. 39(2): The listed entity shall submit information regarding loss of share certificates and issue of the duplicate certificates, to the stock exchange within 2 days of its getting information.
8.	Regulation 40	Transfer or transmission or transposition of securities	After due verification of the documents, the Listed Company shall register transfers of its securities in the name of the transferee(s) and issue certificates or receipts or advices, as applicable, of transfers; or issue any valid objection or intimation to the transferee or transferor, as the case may be, within a period of 15 days from the date of such receipt of request for transfer: Transmission  requests are processed for securities held in dematerialized mode and physical mode within 7 days and 21 days respectively, after receipt of the specified documents
9.	Regulation 46	Company Website:. Listed entity shall disseminate the information as stated in Regulation 46 (2)	Shall update any change in the content of its website within 2   working days from the date of such change in content.
10.	Regulation 50	Intimation to stock exchange(s).	Listed Company shall give prior intimation at least 11 working days before the date on and from which the interest on debentures and bonds, and redemption amount of redeemable shares or of debentures and bonds shall be payable.
11.	Regulation 57	Other submissions to stock exchange(s).	Listed Company shall submit a certificate to the stock exchange within 2 days of the interest or principal or both becoming due that it has made timely payment of interests or principal obligations or both in respect of the non convertible debt securities.
12.	Regulation 82	Intimation and filings with stock exchange(s).	Intention to issue new securitized debt instruments either through a public issue or on private placement basis : Reg. 82(2) : Intimation of Meeting at least  2 working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting of its board of trustees, at which the recommendation or declaration of issue of securitized debt instruments or any other matter affecting the rights or interests of holders of securitized debt instruments is proposed to be considered
13.	SCHEDULE III PART A: DISCLOSURES OF EVENTS OR INFORMATION: SPECIFIED SECURITIES	Events which shall be disclosed without any application of the guidelines for materiality as specified in sub-regulation (4) of regulation (30)	(7B) In case of resignation of an independent director of the listed entity, within 7 days from the date of resignation, the following disclosures shall be made to the stock exchanges by the listed entities as mentioned in 7B (i), 7B(ii) & 7B(iii).
14.	Regulation 106J	Period of subscription and issue of allotment letter.	A rights issue shall be open for subscription in India for a period as applicable under the laws of its home country but in no case less than 10 days.
15.	Regulation 108	Application for Listing.	The issuer / the issuing company, shall, make an application for listing, within 20 days from the date of allotment, to one or more recognized stock exchange(s) along with the documents specified by stock exchange(s) from time to time.

5. Compliance Requirement for Companies Act, 2013

Applicable Laws/Acts	Due Dates	Compliance Particulars	Forms / Filing mode
Companies Act, 2013	Within 180 Days From The Date Of Incorporation Of The Company	As per Section 10 A (Commencement of Business) of the Companies Act, 2013, inserted vide the Companies (Amendment) Ordinance, 2018 w.e.f. 2nd November, 2018, a Company Incorporated after the ordinance and having share capital shall not commence its business or exercise any borrowing powers unless a declaration is filed by the Director within 180 days from the date of Incorporation of the Company with the ROC.	MCA E- Form INC 20A
Companies Act, 2013	30 Days From The Date Of Deployment of E-Form on MCA Portal	Every existing body corporate other than a company governed by the NFRA Rules (Rule 3(1)), shall inform the (“NFRA”) about details of the auditor(s) as on 13th November 2018.	Form NFRA-1 (e-form not yet deployed Ministry (ROC))
Companies Act, 2013	within 30 days of the form being made available by the MCA	All Specified Companies (i.e. Companies who get supplies of goods or services from micro and small enterprises and whose payments to micro and small enterprise suppliers exceed 45 days from the date of acceptance or the date of deemed acceptance of the goods or services as per section 9 of the Micro, Small and Medium Enterprises Development Act, 2006) to file details of all outstanding dues to Micro or small enterprises suppliers existing on 22nd January, 2019 within thirty days. Link of the MCA notification : http://www.mca.gov.in/Ministry/pdf/MSMESpecifiedCompanies_22012019.pdf	Form MSME -1 One time return is required to be filed within 30 days of the form being made available by the MCA (earlier within 30 days of publication of this order i.e. 21.02.2019.) Due date of subsequent returns is mentioned below: a) For Half year period ‘April to September’ – 31st October b) For half year period ‘October to March’ – 30th April
Companies Act, 2013	30 Days From The Date Of Deployment Of E-Form on MCA Portal	Filing of form BEN-2 under the Companies (Significant Beneficial Owners) Rules, 2018.	Form BEN – 2 (e-form not yet deployed by Ministry (ROC))
Companies Act, 2013	On or before 25.04.2019	Filing of the particulars of the Company & its registered office. (by every company incorporated on or before the 31.12.2017.)	Active Form INC -22
Companies Act, 2013	With in a period of 180 days from the date of incorporation of the Company	Filing of details about the subscription amount (by every company incorporated on or before the 02.11.2018.)	Form INC- 20A

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Note:

Form DPT-3 (Due date: 21-04-2019)

Onetime Return For Disclosure Of Details Of Outstanding Money Or Loan Received By Company But Not Considered As Deposits In Terms Of Rule 2(1)(C) Of The Companies (Acceptance Of Deposits) Rules, 2014.

Note: Every Company (Other Than Government Company) Shall File A Onetime Return Of Outstanding Receipt Of Money Or Loan From 01st April, 2014 Till 22nd January, 2019, Which Are Not Considered As Deposits, In Form DPT-3 Within Ninety Days of 22nd January, 2019.

                                                           

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