2019] 183
“Sec. 108 - Transfer not to be registered except on production of instrument of transfer.
( 1 ) A company shall not register a transfer of shares in, or debentures of, the com-
pany, unless a proper instrument of transfer duly stamped and executed by or on
behalf of the transferor and by or on behalf of the transferee and specifying the
name, address and occupation, if any, of the transferee, has been delivered to the
company along with the certificate relating to the shares or debentures, or if no
such certificate is in existence, along with the letter of allotment of the shares or
debentures :
Providedtransfere (^) ethat where, on an application in writing made to the company by the
to^ and^ bearing^ the^ stamp^ required^ for^ an^ instrument^ of^ transfer,^ it^ is^ proved^
b^ ythe^ satisfaction^ of^ the^ Board^ of^ directors^ that^ the^ instrument^ of^ transfer^ signed^
los^ t,or^ on^ behalf^ of^ the^ transferor^ and^ by^ or^ on^ behalf^ of^ the^ transferee^ has^ been^
Boa^ rtdhe^ company^ may^ register^ the^ transfer^ on^ such^ terms^ as^ to^ indemnity^ as^ the^
may
think
fit
:
Provided further
that
nothing
in
this
section
shall
prejudice
any
power
of
the
company^
to
register
as
shareholder
or
debenture-holder
any
person
to
whom
the
right^
to
any
shares
in,
or
debentures
of,
the
company
has
been
transmitted
by
operation^
of
law.
( 1 A)
Every
instrument
of
transfer
of
shares
shall
be
in
such
form
as
may
be
pre
scribed, -
and:
(a) ebveefroyr (^) esuch form shall, before it is signed by or on behalf of the transferor and
being^ any^ entry^ is^ made^ therein,^ be^ presented^ to^ the^ prescribed^ authority,^
other^ wa^ ispeerson^ already^ in^ the^ service^ of^ the^ Government,^ who^ shall^ stamp^ or^
endorse thereon the date on which it is so presented, and
(b) epvreesrey (^) nitnasttirounment of transfer in the prescribed form with the date of such
ed^ stamped^ or^ otherwise^ endorsed^ thereon^ shall,^ after^ it^ is^ execut-
ot^ hbery^ or^ on^ behalf^ of^ the^ transferor^ and^ the^ transferee^ and^ completed^ in^ all^
respects,
be
delivered
to
the
company,
(i) iant the case of shares dealt in or quoted on a recognized stock exchange,
ac^ aconry^ dtiamnce^ ebefore^ the^ date^ on^ which^ the^ register^ of^ members^ is^ closed,^ in^
of^ with^ law,^ for^ the^ first^ time^ after^ the^ date^ of^ the^ presentation^
w^ itthhien^ prescribed^ form^ to^ the^ prescribed^ authority^ under^ clause^ (a)^ or^
later;^ twelve^ months^ from^ the^ date^ of^ such^ presentation,^ whichever^ is^
(ii) in any other case, within two months from the date of such presentation.
( 1 B) Notwithstanding anything contained in sub-section ( 1 A), an instrument of trans-
fer of shares, executed before the commencement of section 13 of the Companies
(Amendment) Act, 1965 ( 31 of 1965 ) or executed after such commencement in a
form other than the prescribed form, shall be accepted by a company,
(a) iann tyhe case of shares dealt in or quoted on a recognized stock exchange, at
or^ time^ not^ later^ than^ the^ expiry^ of^ six^ months^ from^ such^ commencement^
the
date
on
which
the
register
of
members
is
closed,
in
accordance
with
law,^
for
the
first
time
after
such
commencement,
whichever
is
later;
(
b
)
in
any
other
case,
at
any
time
not
later
than
the
expiry
of
six
months
from
such^
commencement.
Ram Parshotam Mittal
v.
Hotel Queen Road (P.) Ltd. (SC)