Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2021

Jun 10, 2021 | by Avantis RegTech Legal Research Team

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Secretarial Compliance

The Ministry of Corporate Affairs (MCA) on June 9, 2021 has issued the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2021 to further amend the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. 

The following amendment in the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 are as under: -

• In Rule 3 which specifies “Fund”, a new clause “fa” has been inserted, namely: -

3 (fa) “all shares held by the Authority in accordance with proviso of sub-section (9) of section 90 of the Act and all the resultant benefits arising out of such shares, without any restrictions”.

• A new Rule 6A which specifies “Manner of transfer of shares under section 90 (9) of the Act to the Fund”, has been inserted, namely: 

1) The shares shall be credited to DEMAT Account of the Authority to be opened by the Authority for the mentioned purpose within a period of thirty days of such shares becoming due to be transferred to the Fund.  

2) For the purposes of effecting transfer of such shares, the Board shall authorize the Company Secretary or any other person to sign the necessary documents.

3) The company shall follow the following procedure while transferring the shares, namely: -

A. For the purposes of effecting the transfer, where the shares are dealt with in a depository: -

i. The company shall inform the depository by way of corporate action, where the shareholders have their accounts for transfer in favor of the Authority.

ii. On receipt of such intimation, the depository shall affect the transfer of shares in favor of DEMAT account of the Authority. 

B. For the purposes of effecting the transfer of shares held in physical form- 

i. The Company Secretary or the person authorized by the Board shall 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 favor 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.

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 shares or securities are held by the Authority is being wound up, the Authority may surrender the securities to receive the amount entitled on behalf of the security holder and credit the amount to the Fund and a separate ledger account shall be maintained for such proceeds.

11) Any further dividend received on such shares shall be credited to the Fund and a separate ledger account shall be maintained for such proceeds.

12) Any amount required to be credited by the companies to the Fund as provided under sub-rules (9), (10) and sub-rule (11) shall be remitted into the specified account of the IEPF Authority maintained in the Punjab National Bank [and the details thereof shall be furnished to the Authority in Form No. IEPF-7 within thirty days from the date of remittance].

13) Authority shall furnish its report to the Central Government as and when noncompliance of the rules by companies came to its knowledge.

[Notification No- G.S.R. 396 (E)]

 


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