CHAPTER VI
MISCELLANEOUS
Title to dividends
27. (1) It shall be lawful for the holder of any security whose name appears
on the books of the company issuing the said security to receive and retain
any dividend declared by the company in respect thereof for any year, notwithstanding
that the said security has already been transferred by him for consideration,
unless the transferee who claims the dividend from the transferor has lodged
the security and all other documents relating to the transfer which may
be required by the company with the company for being registered in his
name within fifteen days of the date on which the dividend became due.
Explanation:
The period specified in this section shall be extended-
(i) in case of death of the transferee, by the actual period taken
by his legal representative to establish his claim to the dividend;
(ii) in case of loss of the transfer deed by theft or any other cause
beyond the control of the transferee, by the actual period taken for the
replacement thereof; and
(iii) in case of delay in the lodging of any security and other documents
relating to the transfer due to causes connected with the post, by the
actual period of the delay.
(2) Nothing contained in sub- section (1) shall affect -
-
the right of a company to pay any dividend which has become due to any
person whose name is for the time being registered in the books of the
company as the holder of the security in respect of which the dividend
has become due; or
-
the right of the transferee of any security to enforce against the transferor
or any other person his rights, if any, in relation to the transfer in
any case where the company has refused to register the transfer of the
security in the name of the transferee.
Right to receive income from collective investment scheme. –
27A (1) It shall be lawful for the holder of any securities, being units
or other instruments issued by collective investment scheme, whose name
appears on the books of the collective investment scheme issuing the said
security to receive and retain any income in respect of units or other
instruments issued by the collective investment scheme declared by the
collective investment scheme in respect thereof for any year notwithstanding
that the said security, being units or other instruments issued by collective
investment scheme, has already been transferred by him for consideration,
unless the transferee who claims the income in respect of units or other
instruments issued by collective investment scheme from the transfer or
has lodged the security and all other documents relating to the transfer
which may be required by the collective investment scheme with the collective
investment scheme for being registered in his name within fifteen days
of the date on which the income in respect of units or other instruments
issued by the collective investment scheme became due.
Explanation: -
The period specified in this section shall be extended -
(i) in case of death of the transferee, by the actual period
taken by his legal representative to establish his claim to the income
in respect of units or other instrument issued by collective investment
scheme;
(ii) in case of loss of the transfer deed by theft or any other cause
beyond the control of the transferee, by the actual period taken for the
replacement thereof; and
(iii) in case of delay in the lodging of any security, being units or
other instruments issued by collective investment scheme, and other documents
relating to the transfer due to causes connected with the post, by the
actual period of the delay.
(2) Nothing contained in sub-section (1) shall affect
-
-
the right of a collective investment scheme to pay any income from units
or other instruments issued by collective investment scheme which has become
due to any person whose name is for the time being registered in the books
of the collective investment scheme as the holder of the security being
units or other instruments issued by collective investment scheme in respect
of which the income in respect of units or other instruments issued by
collective scheme has become due; or
-
the right of transferee of any security, being units or other instruments
issued by collective investment scheme, to enforce against the transferor
or any other person his rights, if any, in relation to the transfer in
any case where the company has refused to register the transfer of the
security being units or other instruments issued by collective investment
scheme in the name of the transferee.50
Act not to apply in certain cases
28. (1) The provisions of this Act shall not apply to-
(a) the Government, the Reserve Bank of India, any local authority
or any corporation set up by a special law or any person who has effected
any transaction with or through the agency of any such authority as is
referred to in this clause;
(b) any convertible bond or share warrant or any option or right in
relation thereto, in so far as it entitles the person in whose favour any
of the foregoing has been issued to obtain at his option from the company
or other body corporate, issuing the same or from any of its shareholders
or duly appointed agents, shares of the company or other body corporate,
whether by conversion of the bond or warrant or otherwise, on the basis
of the price agreed upon when the same was issued.
(2) Without prejudice to the provisions contained in sub-section
(1), if the Central Government is satisfied that in the interests of trade
and commerce or the economic development of the country it is necessary
or expedient so to do,it may, by notification in the Official Gazette,
specify any class of contracts as contracts to which this Act or any provision
contained therein shall not apply, and also the conditions, limitations
or restrictions, if any, subject to which it shall not so apply.
Protection of action taken in good faith
29. No suit, prosecution or other legal proceeding whatsoever shall lie
in any court against the governing body or any member, office bearer or
servant of any recognised stock exchange or against any person or persons
appointed under sub-section (1) of section 11 for anything which is in
good faith done or intended to be done in pursuance of this Act or of any
rules or bye-laws made thereunder.
Power to delegate
29A. The Central Government may, by order published in the Official Gazette,
direct that the powers (except the power under section 30) exercisable
by such conditions, if any, as may be specified in the order, be exercisable
also by the Securities and Exchange Board of India or the Reserve Bank
of India constituted under section 3 of the Reserve Bank of India Act,
1934.51
Power to make rules
30. (1) The Central Government may, by notification in the Official Gazette,
make rules for the purpose of carrying into effect the objects of this
Act.
(2) In particular, and without prejudice to the generality
of the foregoing power, such rules may provide for,
(a) the manner in which applications may be made, the particulars which
they should contain and the levy of a fee in respect of such applications;
(b) the manner in which any inquiry for the purpose of recognizing any
stock exchange may be made, the conditions which may be imposed for the
grant of such recognition, including conditions as to the admission of
members if the stock exchange concerned is to be the only recognised stock
exchange in the area; and the form in which such recognition shall be granted;
(c) the particulars which should be contained in the periodical returns
and annual reports to be furnished to the Central Government;
(d) the documents which should be maintained and preserved under section
6 and the periods for which they should be preserved;
(e) the manner in which any inquiry by the governing body of a stock
exchange shall be made under section 6;
(f) the manner in which the bye-laws to be made or amended under this
Act shall before being so made or amended be published for criticism;
(g) the manner in which applications may be made by dealers in securities
for licences under section 17, the fee payable in respect thereof and the
period of such licences, the conditions subject to which licences may be
granted, including conditions relating to the forms which may be used in
making contracts, the documents to be maintained by licensed dealers and
the furnishing of periodical information to such authority as may be specified
and the revocation of licences for breach of conditions;
(h) the requirements which shall be complied with -
(A) by public companies for the purpose of getting their securities
listed on any stock exchange;
(B) by collective investment scheme for the purpose of getting their
units listed on any stock exchange".52
(ha) the form in which an appeal may be filed before the Securities
Appellate Tribunal under section 22A and the fees payable in respect of
such appeal.53
(i) any other matter which is to be or may be prescribed.
(3) Any rules made under this section [***]54
shall, as soon as may be, after their publication in the Official Gazette,
be laid before both Houses of Parliament.
Repeal
31. Repealed by the Repealing and Amending Act, 1960 (58 of 1960), section
2 and Schedule 1.
50 supra n. 3
51 Substituted by
Securities Laws (Second Amendment) Act, 1999 vide Gazette Notification
dated December 16, 1999 for "The Central Government may, by order published
in the Official Gazette, direct that the powers exercisable by it under
any provision of this Act shall, in relation to such matters and subject
to such conditions, if any, as may be specified in the order, be exercisable
also by the Securities and Exchange Board of India]" which was inserted
by Securities and Exchange Board of India Act, 1992, w.e.f. 30.1.92
52 Substituted by
Securities Laws (Second Amendment) Act, 1999 vide Gazette Notification
dated December 16, 1999 for "the requirements which shall be complied with
by public companies for the purpose of getting their securities listed
on any stock exchange;
[***]
53 Substituted by
Securities Laws ( Second Amendment ) Act, 1999 vide Gazette Notification
dated December 16, 1999 for
[(ha) the form in which a notice referred to in sub-clause (b) of
sub-section (4) of section 22A shall be the particulars which such notice
shall contain, the form in which a reference under clause (c) of the said
sub-section (4) shall be the particulars which such reference shall contain,
and the evidence and the fees which shall accompany such reference; and]
which was inserted by Securities Contracts (Regulation) Amendment Act,1985
54 The words "shall
be subject to the condition of previous publication and" deleted by the
Securities Laws (Amendment) Act, 1995, w.e.f. 25-3-1995.
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