Monday, 2 February 2026

Another Special Window for Re-lodgement of Transfer of Physical Shares from February 05, 2026 to February 04, 2027

 

 

 

    

 

 


Another Special Window for Re-lodgement of Transfer of Physical Shares from February 05, 2026 to February 04, 2027

 

Ref : Previous special window for Re-lodgement of Transfer Requests of Physical Shares was opened till January 06, 2026 vide SEBI Circular dated July 02, 2025. Click here for more details 

 

 

Dear Stakeholders,

 

SEBI vide its Circular dated January 30, 2026, have given another golden opportunity provided by SEBI to alleviate the issue faced by the investors who missed March 31, 2021, and thereafter January 06, 2026, deadline for re-lodgment such transfer of shares.

 

As you were aware, that transfer of securities in physical mode was discontinued with effect from April 01, 2019. Subsequently, it was clarified that transfer deeds lodged prior to deadline of April 01, 2019, and rejected/returned due to deficiency in the documents may be re-lodged with requisite documents. It was further decided to fix March 31, 2021, as the cut-off date for re-lodgement of transfer deeds.

 

In order to further facilitate the investors to get rightful access to their securities, the   Board   has decided   to   open   another special window for   transfer   and dematerialization (“demat”) of physical securities which were sold/purchased prior to April 01, 2019

 

APPLICABILITY

 

Refer the below matrix for applicability of the SEBI Circular dated January 30, 2026

 

Execution Date of Transfer Deed

Lodged for transfer before April 01, 2019?

Original Security Certificate Available?

Eligible to lodge in the current window?

Before April 01, 2019

No

(it is fresh lodgement)

Yes

 

Before April 01, 2019

Yes

(it was rejected/ returned earlier)

 

Yes

 

Before April 01, 2019

Yes

No

Before April 01, 2019

No

No

 

CONDITIONS TO BE FULFILLED BY THE INVESTOR / TRANSFEREE

 

The transferee shall be mandatorily required to submit the following documents:

 

a)       Original security certificate(s);

b)      Transfer deed executed prior to April 01, 2019;

c)       Proof of purchase by transferee, as may be available;

d)      KYC documents of the transferee (as per ISR forms);

e)       Latest Client Master List (‘CML’), not older than 2 months, of the demat account of the transferee, duly attested by the Depository Participant; and

f)       Undertaking cum Indemnity as per the format at Annexure-A.


 

 

EXCLUSION LIST / NON APPLICABILITY OF THIS SPECIAL WINDOW:

 

Ø  Cases involving disputes between transferor and transferee will not be considered in this window and may be settled by transferor and transferee through court/NCLT process.

 

Ø  Securities which have been transferred to Investor Education and Protection Fund (IEPF) shall not be considered under this window for processing.

 

COMPLIANCES FOR LISTED COMPANIES / RTAs / DEPOSITORIES:

 

1.      Obligations on Listed Companies/RTAs/Depositories

 

(A)              Identity verification:

 

i)     PAN, identity proof and address proof of the transferee(s) and transferor(s) shall be mandatorily verified.

 

ii)     In case of mismatch of name in PAN card vis-à-vis name on transfer deed, transfer shall be registered on submission of additional documents explaining the difference in names viz. copy of any Officially Valid Document or copy of gazette notification regarding change in name.\

 

(B)               Signature verification:

 

Procedure as laid down in Para (B) of Schedule VII of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall be followed for difference or non-availability of signature of the transferor(s) as appended hereunder:

 

(1)    In case of minor differences in the signature of the transferor(s), the listed entity shall follow the following procedure for registering transfer of securities:

 

(a)    the listed entity shall promptly send to the first transferor(s), via speed post an intimation of the aforesaid defect in the documents and inform the transferor(s) that objection, supported by valid proof, is not lodged by the transferor(s) with the listed entity within fifteen days of receipt of the listed entity’s letter, then the securities shall be transferred;

 

(b)    if the intimation to the transferor(s) is delivered and the objection from the transferor(s) with supporting documents is not received within fifteen days, the listed entity shall transfer the securities provided the listed entity does not suspect fraud or forgery in the matter:

 

(2)    In case of major differences in, or non-availability of, the signature of the transferor(s), the listed entity shall follow the following procedure for registering transfer of securities:

 

(a)    The listed entity shall promptly send to the transferee(s), via Speed Post, an Objection Memo along with the documents in original marking the reason as “material signature difference/ non-availability of signature” and an advice to ensure submission of requested documents of the transferor(s);

 

(b)    The listed entity shall also send a copy of the Objection memo as per clause (a) of sub-para (2) to the transferor(s), via Speed Post, simultaneously;

 

(c)    The above Objection Memo in clause (a) and (b) of sub-para (2) shall also state the requirement of additional documents of transferor(s) as follows for effecting the transfer:

 

(i) an Affidavit to update transferor(s) signature in its records;

(ii) an original unsigned cancelled cheque and banker’s attestation of the transferor(s) signature and address);

(iii) contact details of the transferor(s) and ;

 

(d)    If the intimation to both the transferor(s) and the transferee(s) are delivered, requested documents of the transferor(s) are submitted to the listed entity and the address attested by the bank tallies with the address available in the database of listed entity, the listed entity, shall transfer the securities provided the listed entity does not suspect fraud or forgery in the matter:

 

(C)              Non-delivery of objection memo to the transferor / non-availability of any document required for transfer:

 

i)     In case of non-delivery of the objection memo to the transferor, non-cooperation by / inability / non-traceability of the transferor / non-availability of any document required for transfer as per Para A above, an advertisement shall be published in at least:

 

a)      One English language national daily newspaper having nationwide circulation; and

 

b)      one regional language daily newspaper published in the place of last known address of the transferor available in the records of the listed entity, giving notice of the proposed transfer and seeking objection, if any, to the same within a period of 30 days from the date of advertisement. A copy of the advertisement shall also be posted on the listed company’s website.

 

ii)   As a measure of ease to the investor, only a minimal fee may be charged by the listed company from the investor towards such advertisement.

 

iii) Transfer shall be effected only after the expiry of 30 days from the newspaper advertisement.

 

(D)              In case of death of transferee as per the executed transfer deed, legal heir(s) can claim the securities with all required documents as per the specified transmission procedure.

 

(E)              While giving credit of securities in the demat account of the transferee, listed company/RTA shall intimate the depository regarding one-year lock-in of the securities.

 

(F)              After the transfer, if fraud is detected during the one-year lock-in period, the lock-in shall continue on the related securities till further intimation. In such cases, securities so locked-in shall be released only in favour of the claimant as per order from competent court for release of securities.

 

(G)              To publicize the opening of this special window through various media including print and social media, once every two months during the one-year period.

 

TIMELINE FOR COPLETION OF REQUEST

 

Transfer requests shall be processed within 70 days from the date of receipt of request from the transferee with complete documentation.

 

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-:Note for Investors/ Claimant:-

 

Feel free to connect with us for any support in process of request of claim of Physical Shares or Duplicate Issue / Transmission of shares.

 

Disclaimer:

IN NO EVENT THE AUTHOR SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS INFORMATION.

 

------------------------------------------------------------THE END------------------------------------------------------


Monday, 7 July 2025

Special Window for Re-lodgement of Transfer of Physical Shares till January 06, 2026

Ease of Doing Investment – Special Window for Relodgement of Transfer Requests of Physical Shares 

(SEBI Circular dated July 02, 2025)



Dear Investors,

As you were aware, that transfer of securities in physical mode was discontinued with effect from April 01, 2019. Subsequently, it was clarified that transfer deeds lodged prior to deadline of April 01, 2019 and rejected/returned due to deficiency in the documents may be re-lodged with requisite documents. It was further decided to fix March 31, 2021 as the cut-off date for re-lodgement of transfer deeds.

Golden opportunity provided by SEBI to alleviate  the  issue  faced  by  the  investors  that  missed  the March 31, 2021 deadline for re-lodgement such transfer of shares.

In order to facilitate ease of investing for investors and to secure the rights of investors in the securities which were purchased by them, SEBI has decided to open a special window only for re-lodgement of transfer deeds, which were lodged prior to the deadline of April 01, 2019 and rejected/returned/not attended to due to deficiency in the documents/process/or otherwise, for a period of six months from July 07, 2025 till January 06, 2026

During this period, the securities that are relodged for transfer (including those requests that are pending with the listed company / RTA, as on date) shall be issued only in demat mode. Due process shall be followed for such transfer-cum-demat requests. It is further prescribed that the Listed companies, RTAs and Stock Exchanges shall publicize the opening of this special window through various media including print and social media, on a bimonthly basis during the six-month period.


Compliances for Listed Companies:


(a) Focussed teams to attend to such requests;

(b) To provide reports on publicity; (through  various  media  including print  and social media, on a bi-monthly basis during the six-month periodand

(c) To provide reports on shares  re-lodged  for  transfer  cum  demat  in  the  format  specified  by  SEBI (Annexure-A as per below format) on monthly basis.


Thanks & Regards,


Ravi Garg
Company Secretary
Mobile  :  7838204665


Please do not print if not necessary. Let's contribute to a better society.

Disclaimer:

IN NO EVENT THE AUTHOR SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS INFORMATION.


Friday, 15 December 2023

LEVY OF PENALTY OF RS. 20 LAKHS FOR NON-APPOINTMENT OF COMPANY SECRETARY BY THE MINISTRY OF CORPORATE AFFAIRS (MCA)

 

LEVY OF PENALTY OF RS. 20 LAKHS FOR NON-APPOINTMENT OF COMPANY SECRETARY BY THE MINISTRY OF CORPORATE AFFAIRS (MCA)

 



Matter in Line:


#SOLIS PHARMACHEN PRIVATE LIMITED CASE STUDY
#Non-Appointment of Company Secretary

The Ministry of Corporate Affairs (MCA) in the matter of SOLIS PHARMACHEN PRIVATE LIMITED has levied a penalty of Rs. 20 Lakhs for the Non-Appointment of Company Secretary

Introduction: The Registrar of Companies, Gujarat, Dadra & Nagar Haveli, under the Ministry of Corporate Affairs, has imposed a substantial penalty of Rs. 17.12 Lakh on Solis Pharmachem Private Limited for failure to appoint a Company Secretary, violating Section 203 of the Companies Act, 2013. This article provides an in-depth exploration of the order, including the hearing details, grounds of application, and the implications for the company and its officers.

Company Overview:

SOLIS PHARMACHEM PRIVATE LIMITED is a 4 Years old company, incorporated on 03 Dec 2019. It is classified as Private UnListed Indian Non-Government Company. Its authorized share capital is 25,00,00,000.00 ( 25.00 Cr ) and its paid up capital is 24,75,79,000.00 ( 24.76 Cr ). As per MCA the main line of business is Manufacture Of Chemicals And Chemical Products.

SOLIS PHARMACHEM PRIVATE LIMITED's Annual General Meeting (AGM) was last held on 02 Aug 2023 and as per records from Ministry of Corporate Affairs (MCA), its balance sheet was last filed on 31 Mar 2023.

SOLIS PHARMACHEM PRIVATE LIMITED's unique Corporate Identification Number (CIN) is U24100GJ2019PTC111161 and its registration number is 111161. It is registered at RoC-Ahmedabad.

The company is registered with email address solis.pharmapvtltd@gmail.com.

The company is incorpozrated with the address Plot No. 4707/A/5; Sentogen Plot ; Near Lyka chokdi; Ankleshwar; Bharuch; Gujarat; 393002; India.

The current status of the company is Active.

 

Facts of the Case:

 

A suo-moto application filed by the company in GNL-1 vide SRN F63476352 dated 25.08 2023, the Company has issued only one Class of Shares i.e. Equity Shares having a face value of Rs. 10 Each and having the right to vote. The classification of the Company’s Share Capital in terms of its Authorized Share capital and issued, subscribed and paid-up Share Capital are as under:

 

A. The Authorized Capital: Presently, the Authorized Share Capital of the Company is Rs. 25,00,00,000 (Two Crore Fifty Lac) Equity shares of Rs. 10 (Rupees Ten) each; and

 

B. Issued, Subscribed and Paid up Share Capital: The issued, subscribed capital and Paid-up Share Capital of the Company is Rs. 24,75,79,000 (Rupees Twenty-four Crore Seventy Five Lac Seventy Nine Thousand Only) divided into 2,47,57,900 (Two Crore Forty-seven Lac Fifty-seven Thousand Nine Hundred only) Equity shares of Rs. 10 (Rupees Ten) each.

 

The presenting officer has submitted that the matter is fit for further proceedings as the company and its Officers in default are liable for penalty under section 203(5) of the Companies Act, 2013 for non-compliance with Section 203 of the company viz. SOLIS PHARMA CHEM PRIVATE LIMITED in the financial Year 2022-23 and 2023-24.

 

It is further submitted that there is reasonable ground to believe that the company and its officers in default have violated the provisions of Section 203 of the Companies Act, 2013 as noticed though the company has filed a suo-motto application for adjudication. In view of the facts narrated above, the company and its directors/ officers, in default are liable for a penalty under Section 203(5) of the Companies Act, 2013 and the Rules, made thereunder.

 

The Presenting Officer further submitted that it is observed from the Balance Sheet/ Financial statement as at 31.03.2023 the paid-up capital of the company is Rs. 24,75,79,000 and Turnover is Rs. 4,25,37,779. Hence, as per the Ministry’s Notification No. G.S.R. 700(E) dated 15.09.2022, in light of Companies (Specification of definition details) Amendment Rules, 2022 with respect to the provisions of Section 2(85) of the Companies Act, 2013, the company does not fall under the ambit of “small company”. Therefore, the provisions of imposing lesser penalty as per the provisions of Section 446B of the Companies Act, 2013 shall not be applied to the company.

 

Order Passed:

 

While adjudging the quantum of penalty under Section 203(5) of the Companies Act, 2013, the Adjudicating Officer shall have due regard to the following factors, namely,

 

a. The amount of disproportionate gain or unfair advantage, whenever quantifiable, made as a result of default.

 

b. The amount of loss caused to an investor or group of investors as a result of the default.

 

c. The repetitive nature of default.

 

With regard to the above factors to be considered while determining the quantum of penalty, it is noted that the disproportionate gain or unfair advantage made by the notice or loss caused to the investor as a result of the delay on the part of the notice to redress the investor grievance are not available on the record. Further, it may also be added that it is difficult to quantify the unfair advantage made by the notice or the loss caused to the investors in a default of this nature.

 

Having considered the facts and circumstances of the case and submissions made by the presenting Officer and after taking into account the facts cited above, the undersigned has reasonable cause to believe that the company and its officers in default have failed to comply with the Provisions of Section 203 of the Companies Act, 2013.

 

Hereby, a penalty of Rs. 7,12,000 is to be imposed for default.

 

AO is of the opinion that the penalty is commensurate with the aforesaid default committed by the Noticees:

 

The company/Officer is further directed to rectify the default failing which this office shall be proceeded further the matter in pursuant to Section 454A of the Companies Act, 2013 for the non-compliance of the aforesaid provisions of the Companies Act, 2013.

 

The noticees shall pay the amount of penalty individually for the company and its officers from their personal sources/ income by way of e-payment available on Ministry Website under “Pay Miscellaneous fees” category in MCA fee and payment Services under Rule 3(14) of Company (Adjudication of Penalties) (Amendment) Rules, 2019 within 60 days from the date of receipt of this order and copy of this adjudication order and Challan/SRN generated after payment of penalty through online mode shall be filed in INC-28 under the MCA portal without further reference.

 

Conclusion:

The said case and the penalty imposed by the MCA reflect a strict warning to the other Companies regarding Compliance with the Companies Act, 2013. Companies must ascertain their default promptly, and the detailed analysis provides insights into the adjudicating officer’s considerations. This case emphasizes the well known thought : “IF YOU THINK COMPLIANCE IS EXPENSIVE, TRY NON-COMPLIANCE”

 





 

Thanks & Regards,

CS Ravi Garg

E-mail: csravi2014@gmail.com

 

Please do not print if not necessary. Let's contribute to a better society.

Disclaimer:

IN NO EVENT THE AUTHOR SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS INFORMATION.

 

Ravi Garg

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