FAQ'S
LOSS OF SHARE CERTIFICATES Immediately on the knowledge of loss of share certificates, one should inform M/s RCMC Share Registry Private Ltd.*. The information should contain the details of share certificates so lost, folio no., no. of shares and other relevant particulars. The said information needs to be signed by the first holder as per the specimen signature recorded with Brawn Pharmaceuticals Limited. The R & ST Agent after checking the details and signatures will mark a cautionary stop on the folio to prevent any further transfer of such lost share certificates. On receipt of such request, the R & ST Agent will send the complete procedure of obtaining duplicate share certificates. Q. In case the share certificates are lost along with the duly signed transfer deed, then how one can proceed to safeguard his interest and for obtaining duplicate share certificates? Immediately on the knowledge of loss of share certificates along with duly executed transfer deed, one should inform M/s RCMC Share Registry Private Ltd.*, R& ST Agent. The information should contain the details of share certificates so lost, folio no., no. of shares, Copy of FIR issued by the Police station and other relevant particulars. The said information needs to be signed by the holder. The Company after checking the details and signatures will mark a cautionary stop on the folio to prevent any further transfer of such lost share certificates. On receipt of such request, the R & ST Agent will send the complete procedure of obtaining duplicate share certificates. In the meanwhile, one should lodge a complaint with the police regarding loss of share certificates. Q. What action should be taken in case the share certificates are retrieved by the holder, which were earlier reported as lost? In such case the retrieved share certificate is surrendered to M/s RCMC Share Registry Private Ltd.* immediately if the duplicate share certificates have been issued. However, if the original share certificates are found before one has complied with the procedure for obtaining duplicate share certificate, then the said information be urgently send to M/s RCMC Share Registry Private Ltd.*, R& ST Agent so that the caution marked on those certificates can be removed.
CHANGE OF ADDRESS
A. A request letter for updation of records need to be filled in giving the new address along with the Pin Code (Mandatory) and signed by the shareholder(s) (including all joint-holders) as per the specimen recorded with Brawn Pharmaceuticals Limited. Also the folio number must be quoted for reference.
For request letter click here
Q. Can joint-holder(s) other than the first holder request for a change of address?
No. The request letter for updation of records should be signed by the first holder along with the signatures of the joint holders.
Q. Can there be multiple addresses for a single folio?
No. There can only be one registered address for one folio.
Q. If the shares are in electronic mode, what is the procedure for recording change of address?
Dematerialisation of Shares
Since the Depository Participant (DP) maintains the records of all the shares in electronic form, therefore any information pertaining to the change in address needs to be furnished to the respective DP. The said DP will then pass on this information to Brawn Pharmaceuticals Limited as and when required for dispatch of Annual Accounts; Postal ballots, Issue of Bonus shares; payment of dividend or any other communication.
DEMATERIALISATION OF SHARES
Q. What are the benefits of availing depository services?
A safe, convenient way to hold securities;
Immediate transfer of securities;
No stamp duty on transfer of securities;
Elimination of risks associated with physical certificates such as bad delivery, fake securities, Delays in transit, thefts etc.
Reduction in paperwork involved in transfer of securities;
Reduction in transaction cost;
No odd lot problem, even one share can be sold;
Change in address recorded with DP gets registered with all companies in one go in which the investor holds securities electronically thereby eliminating the need to correspond with each of them separately;
Easy Nomination facility;
Smooth Transmission of securities in case of any eventualities.
Q. How can services of a depository be availed?
To avail the services of a depository one require to open an account with any of the depository Participant of National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL).
Q. How does one open such an account?
One has to approach a DP and fill up an account opening form and follow the Account opening procedure. The account opening form must be supported by a Proof of Identity. Signature and photograph of investor must be authenticated by an existing demat account holder or by investor's banker. Alternatively, one can submit a copy of a valid Passport, Voters Id Card, Driving License or PAN card with photograph or such other identity proof as may be acceptable to the DP. For Proof of Address he can provide a copy of ration card or passport or voter ID or PAN card or driving license or bank passbook or such other documents as may be acceptable to the DP.
(Investor should carry original documents for verification by an authorized official of the depository participant, under his signature.)
Further investor has to sign an agreement with DP in the prescribed standard format, containing details of investor's and DP's rights and duties. DP should provide investor with a copy of such agreement and schedule of charges for his future reference. Thereafter the DP will open his account in the system and provide him the account number.
Q. Can one open multiple accounts?
Yes. One can open more than one account in the same name with the same DP at their different locations and also with different DPs.
Q. Do one needs to have any minimum balance of securities in his account?
No. He is not required to maintain any such minimum balance of securities.
Q. Does one have to keep his account with the same DP as his broker does?
No. Depository / DP can be chosen by investor as per his convenience irrespective of the DP of the broker.
Q. Can an investor open a single account for securities owned in different ownership patterns such as securities owned individually and securities owned along-with others?
No. The demat account must be opened in the same ownership pattern in which the securities are held in the physical form. E.g. if one share certificate is in his individual name and another certificate is jointly held with some other person, in such case two different accounts would need to be opened.
Q. What is required to be done if one has physical certificates with the same combination of names, but the sequence of names is different i.e. some certificates with 'A' as first holder and 'B' as second holder and other set of certificates with 'B' as first holder and 'A' as the second holder?
In this situation one may open only one account with 'A' & 'B' as the account holders and lodge the security certificates with different order of names for dematerialisation in the same account. One needs to fill-up an additional form called "Transposition cum Demat" form, which is provided by the DP, whenever any such account is being opened. This would help to effect change in the order of names while dematerialising the securities.
Q. Can one freeze or lock his accounts?
A. Yes. One can freeze or lock his accounts for any given period of time. Accounts can be frozen for debits (preventing transfer of securities out of accounts) or for credits (preventing any movements or hindrances into accounts) or for both.
Q. Can Transfer - cum dematerialisation be done simultaneously?
No. Now the said facility has been done away with by SEBI vide its circular no. SEBI/MRD/Cir - 10/2004 dated February 10, 2004.
Q. How do I buy or sell dematerialised securities?
The procedure for buying and selling dematerialised shares is similar to the procedure for buying and selling physical shares. The difference lies in the process of delivery (in case of sale) and receipt (in case of purchase) of securities.
In case of Purchase
The broker will receive the securities in his account on the payout day. The broker will give instruction to its DP to debit his account and credit your account. You will give Receipt Instruction to DP for receiving credit by filling appropriates form. However you can give standing instruction for credit into your account that will obviate the need of giving Receipt Instruction every time.
In case of Sale
You will give delivery instruction to DP to debit your account and credit your broker's account. Such instruction should reach to your DP's office
Q. What is delivery instruction slip (DIS)? What precautions do I need to observe with respect to Delivery Instruction Slips?
To give the delivery instruction to DP you have to fill one form called Delivery Instruction Slip (DIS). DIS may be compared to cheque book of a bank account. The following precautions are to be taken in respect of DIS
Q. How do I know that the DP has updated the account after each transaction?
The DP gives a Transaction Statement periodically, which details current balances and various transactions made through the depository account. If so desired, DP may provide the Transaction Statement at intervals shorter than the stipulated ones, probably at a cost.
Q. At what frequency should I receive my Transaction Statement from DP?
Transaction Statement is received from the DP once in a quarter. If a transaction has been carried out during the quarter, the statement is received within fifteen days of the transaction.
Q. Whom do I contact in case of any complaint / problem/ query?
In case of any complaint / problem / query you may first contact DP. If DP is unable to solve complaint / problem / query you should approach concerned depository. If you have yet not got redressal/reply you may approach SEBI. One may also approach SEBI directly.
Q. I wish to split/consolidate my share certificates into marketable lots. What is the procedure that I should follow?
Please forward your share certificates along with a request letter signed by the registered shareholder/s and we shall split/consolidate the share certificates accordingly.
Q. I am holding more than one folio in the same name. Can I consolidate these folios?
Yes. Please forward the share certificate relating to those folios which you wish to merge and we shall consolidate your folios and return the share certificates by endorsing the consolidated folio number.
You may please note that the folios to be consolidated should be in the identical name or in the same order of identical names (in case of joint-holding) and bear the same address.
Q. How do I convert shares to demat form or vice versa?
In order to dematerialise physical securities one has to fill in a DRF (Demat Request Form) which is available with the DP and submit the same along with physical certificates one wishes to dematerialise. Separate DRF has to be filled for each ISIN no.
The complete process of dematerialisation is outlined below:
Q. Can odd lot shares be dematerialised?
Yes, odd lot share certificates can also be dematerialised.
Q. Do dematerialised shares have distinctive numbers?
Dematerialised shares do not have any distinctive numbers. These shares are fungible, which means that all the holdings of a particular security will be identical and interchangeable.
Q. What should I do if there are any discrepancies in transaction statement?
In case of any discrepancy in the transaction statement, you can contact his/her DP. If the discrepancy cannot be resolved by the DP you should approach the Depository.
DIVIDEND
Q. In case of non-receipt of dividend, what action a shareholder should take?
He should first check his own records thoroughly. Thereafter he should write to our R & ST Agent, M/s RCMC Share Registry Private Ltd.* furnishing the particulars of the dividend not received and should necessarily quote his folio number. In case he holds shares in electronic mode then the DP ID and client ID should be mentioned. After checking the records with the banker to the issue, Brawn Pharmaceuticals Limited will arrange to issue him a Banker's Cheque/Demand draft for the unpaid amount.
Q. What is the procedure for obtaining a duplicate dividend warrant?
If the validity period of the lost dividend warrant has not yet expired, one will have to wait till the expiry date since no duplicate can be issued during the validity of the original warrant. However after the expiry of the validity period, if the dividend warrant is still shown as unpaid as per the Bank Statement, a Banker's Cheque/Demand draft shall be issued to the shareholder.
Q. Why do the shareholders have to wait till the expiry of the validity period of the original warrant? Why can't Brawn Pharmaceuticals Limited issue stop payment instructions to the bank on the original warrant and issue a duplicate immediately?
Since the dividend warrants are payable at par at more than 80 centres all over the country, it is not practically possible for the banks to issue stop payment instructions and it is therefore necessary for Brawn Pharmaceuticals Limited to wait till the validity of the original warrant expires.
Q. Can one claim the old dividends relating to past years that have not been received by him?
As per the present law, the company retains all unpaid/unclaimed dividends for the past seven years. If one has not received any of these dividends, he should write to our R & ST Agent, M/s RCMC Share Registry Private Ltd.* providing relevant particulars such as folio number/DP ID & Client ID, concerned dividend, year etc., and Brawn Pharmaceuticals Limited shall arrange to pay the dividend remaining unpaid in the records.
Q. What happens to dividend, which remains unpaid/unclaimed for more than 7 years?
In case of dividend amount remaining unpaid/unclaimed for a period more than 7 years then the said amount is necessarily transferred to the "Investor Education and Protection Fund" (IEPF), constituted by the Central Government and members would not be able to claim any amount of dividend so transferred to the IEPF.
P.S. However in respect of the unclaimed dividend(s) declared for the period(s) upto 1994, the same have already been transferred by Brawn Pharmaceuticals Limited to the General Revenue Account of the Central Government. Member(s) may claim the same by writing to the Registrar of Companies, NCT of Delhi & Haryana, Paryavaran Bhawan, CGO Complex, Lodhi Road, New Delhi, 110 003 by quoting the Company's Identification No. L35911DL1984PLC017354
Q. In order to protect against fraudulent encashment, how can one incorporate the details of his bank account on his dividend warrant. What is the procedure that he should follow?
If one is holding shares in physical form, he should duly fill the Request Updation Form for bank mandate and sent the same to our R & ST Agent, M/s RCMC Share Registry Private Ltd.*. The Company will take on record such request complete in all respect and incorporate the same on future dividend warrants. However, if one is holding the shares in electronic mode then such details needs to be furnished to the respective Depository Participant with whom one holds the demat account and not to Brawn Pharmaceuticals Limited or our R & ST Agent.
Q. Can one authorise his banker or any other person to receive dividends on his behalf?
Yes. One can do so by furnishing the name and address of the authorised person/banker. Such request should contain all the relevant details such as folio number, number of shares, specimen signatures recorded with Brawn Pharmaceuticals Limited. The Company will take on record such request complete in all respect and dispatch the dividend warrant to the mandatee as per the instructions.
Please note that this procedure is applicable only if you are holding shares in physical form.
Q. Why can't Brawn Pharmaceuticals Limited take on record the bank details in case of dematted shares?
As per the Depository Regulations, the company is obliged to pay dividend as per the details of demat shareholders furnished by the concerned Depository Participant. However, if in case one needs to record his mandate then such details needs to be furnished to the respective Depository Participant with whom one holds the demat account and not to Brawn Pharmaceuticals Limited or its R & ST Agent, as we are not authorised to make or incorporate any change in records received from the Depository.
Bank Mandate for dividend
If you wish that your dividend amount should be deposited by Brawn Pharmaceuticals Limited directly into your Bank Account with any of the Banks in India, you may avail the option of issuing a Bank Mandate to Brawn Pharmaceuticals Limited.
To enable us to act on your instruction, kindly download the following form, fill it up and mail it to our R & ST Agent, M/s RCMC Share Registry Private Ltd.*. On receipt of your mandate, we shall take it on record, issue a letter confirming registration of your Bank Mandate and shall arrange to forward your dividend warrant directly to your Bank for crediting the dividend amount into your Bank Account under advice to you.
Bank Mandate Form
You may withdraw or change your Bank Mandate as and when you desire, subject to receipt of intimation of instruction at least one month before remittance of dividend.
This facility facilitates prompt credit of your dividend amount into your Bank Account without your having to visit the Bank.
Bank details on Dividend Warrants
If you have not opted for the ECS facility or in case the location of the Bank/Branch indicated by you is not among the centres covered by ECS facility and desire to incorporate your bank details on the dividend warrant, kindly furnish the particulars in the following form.
Form for Bank Details on dividend warrants
You may use the same form for notifying any change in the particulars of your Bank Account. Kindly ensure that any such change should be notified at least one month before remittance of dividend through ECS. We wish to assure you that our dividend warrants incorporating your name and particulars of your Bank Account, will be mailed directly to your address.
Kindly be assured that the information provided by you will be kept confidential and will be used only for the purpose of remittance of your dividend.
In order to provide protection against fraudulent encashment of dividend warrants, Shareholders are requested to provide, if not provided earlier, their Bank Account numbers, names and addresses of the bank branches, quoting their Folio numbers, to our R & ST Agent, M/s RCMC Share Registry Private Ltd.* to enable us to incorporate the same on their dividend warrants.
Q. What is Electronic Clearing Service (ECS)?
Under this system, one can receive his dividend electronically by way of direct credit to his bank account. With this service the problems such as loss/fraudulent interception of dividend warrants during postal transit is avoided. This also expedites payment through credit to the account of the investor as compared to the payment through physical dividend warrant.
Form for Clearing Service (ECS)
Q. Is the ECS facility available across the country?
No. The Reserve Bank of India has introduced ECS facility at selected cities only.
Bank details for Electronic Shareholdings
While opening Accounts with Depository Participants (DPs), you may have given your Bank Account details, which will be used by Brawn Pharmaceuticals Limited for printing on dividend warrants or remittance of dividend. This ensures that the dividend warrants, even if lost or stolen, cannot be used for any purpose other than for depositing the money in the Account specified on the dividend warrants and ensures safety for investors. However, if you wish to receive dividend in an Account other than the one specified while opening the Depository Account, you may change / correct Bank Account details with your DP. Shareholders are requested to furnish complete details of their Bank Accounts including MICR codes of their Bank to their DPs.
Footnote
* REGISTRAR AND TRANSFER AGENT
M/s RCMC Share Registry Private Ltd.,
B-106, Sector - 2, Noida - 201301 (U.P.)
»
Change of address
»
Dividend
»
ECS Request
Q. In case of loss of share certificates, what steps one should take to obtain duplicate share certificates?
In the meanwhile, one should lodge a complaint with the police regarding loss of share certificates.
*REGISTRAR AND TRANSFER AGENT
M/s RCMC Share Registry Private Ltd.,
B-106, Sector – 2, Noida – 201301 (U.P.)
MISCELLANEOUS
Q. Can a shareholder authorise another person to deal in his shares. Does such kind of information be reported to Brawn Pharmaceuticals Limited?
Yes. One can do so by executing a Power of Attorney in favour of the concerned person and submit a notarised copy of the same to our R & ST Agent, M/s RCMC Share Registry Private Ltd.* for registration. After scrutiny of the documents, the Power of Attorney shall be registered and the registration number is informed to the shareholder for his future reference.
Q. In case one holds shares in joint names and would like to change the order of names, then what he should do.
One can do so by following the procedure of Transposition of name. In this case the share certificates along with a request letter duly signed by all the joint-holders as per the specimen signatures recorded with Brawn Pharmaceuticals Limited needs to be forwarded to M/s RCMC Share Registry Private Ltd.*. Further there is no need of filling up a transfer deed.
REGISTRAR AND SHARE TRANSFER AGENTS
Brawn Pharmaceuticals Ltd., has appointed M/s RCMC Share Registry Private Ltd.
to act as Registrar and Share Transfer Agents of the Company.
Contact details of M/s RCMC Share Registry Private Ltd.:
M/s RCMC Share Registry Private Ltd.,
B-106, Sector - 2, Noida - 201301 (U.P.)
Phone : 95-120-4015880
Fax : 95-120-2444346
Email : shares@rcmcdelhi.com
Shareholders/Investors are requested to forward documents related to share transfer, transmission, nomination, Change of address, ECS details and other related matters and correspondence directly to RCMC Share Registry Private Ltd. at the above address.
| » | Nomination Form | » | Change of Address |
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NOMINATION IN RESPECT OF SHAREHOLDING
Nomination Facility
If you wish to appoint a nominee, kindly fill in the Nomination Form and return it to us. Kindly read the instructions pertaining to the Nomination facility furnished beneath the Nomination Form.
With a view to enabling the shareholders to appoint nominees for their shareholding(s), the Companies (Amendment) Act, 1999 has made provision under which a shareholder, debenture holder or a depositor can now nominate a person in whom the share or debenture or deposit would vest with, in the event of former's death. Pursuant to this provision, the Department of Company Affairs has by Notification No. GSR23(F) dated 12th January, 1999 prescribed Form 2B for making nomination in respect of shares, debentures and deposits, pursuant to Rules 4CCC and 5D of the Companies (Central Government) General Rules and Forms, 1956.
Shareholders are requested to read the Form and the clarifications furnished hereunder carefully before nominating any person.
Q. How can you make a nomination?
You can make a nomination by filling in and sending Form 2B singly if you are a sole holder or jointly if you are joint holders to our R & ST Agent, M/s RCMC Share Registry Private Ltd.*. After verifying your signatures your nomination would be registered and an intimation of the same would be sent to you, which you are requested to preserve. Q. Who can make a nomination?
The nomination can be made only by individual(s) holding shares singly or jointly. If the shares are held jointly, all the joint holders will sign the nomination form. Non-individuals including a society, trust, body corporate, partnership firm, karta of Hindu Undivided Family and holder of Power of Attorney cannot nominate.
Q. What is the advantage of making a nomination?
Notwithstanding anything contained in any other law or any testamentary disposition or otherwise, in respect of the shares or debentures, where a nomination has been made in accordance with the Companies Act, 1956, the nominee on the death of the shareholder/debenture holder/deposit holder of Brawn Pharmaceuticals Limited as the case may be on the death of all the joint holders shall become entitled to the rights in the shares or debentures or deposits of Brawn Pharmaceuticals Limited, as the case may be, in relation to such shares or debentures of Brawn Pharmaceuticals Limited, to the exclusion of all other persons unless the nomination is revoked before such exercise.
Q. Can a Shareholder nominate more than one person to hold shares jointly in the event of his demise?
Section 109A(1) provides for the nomination of "a person", Form 2B prescribed for nomination requires the "name and address of the nominee". The view is that only one nomination is allowed to be made per folio. However if the shareholders/debenture holders hold in more than one folio but in different order of names or hold in joint names in more than one folio in different combination of names, then they can appoint different nominees under each folio.
For example, if shareholder "A" and "B" jointly hold 100 shares, they can together appoint one nominee. However, if 50 shares are held jointly in the names of A and B respectively and further 50 shares in the names of B and A respectively, they can appoint two different nominees for their holdings of 50 shares each. Parents desirous of nominating their children can plan their holdings in such a manner so as to facilitate nomination to their children.
Q. Can a shareholder change his nomination?
A shareholder can change the nomination as and when he so desires. However, the rules do not prescribe any specific manner in which the variation or cancellation of the nomination can be made. In the absence of clear guidelines or rules, shareholder can change the nomination by a letter revoking his old nomination and submitting Form 2B for change in nomination.
Q. How does Brawn Pharmaceuticals Limited establish the identity of the nominee in case of death of the shareholder?
The prescribed Form 2B only provides for the name and address of the nominee. Section 109B(1) provides that the Board may require the nominee to provide and produce such evidence to prove his identity as thought necessary in the opinion of the Board. Without prejudice to the above, the shareholder/debenture holder may also provide the specimen signature of the nominee duly attested by his banker where he/she is holding an account along with Form 2B.
Q. Can the shareholders holding shares jointly make a nomination?
Yes. Shareholders holding shares jointly may together nominate a person to whom the shares shall vest in the event of death of all joint holders.
Q. What is the effect of death of one of the joint holders on nomination?
In the event of death of one of the joint holders, the shares get transmitted in the name of the surviving holder. The death of one of the joint holders does not rescind the nomination. Nominee will have title to the shares/debentures/deposits only on the death of all the joint holders.
Q. Can the surviving joint holder make a fresh nomination by revoking earlier nomination?
Under the laws of wills and testamentary dispositions, joint wills cannot be revoked after the demise of one of the joint testators. Extending the principle in this case would suggest that nominations made jointly cannot be revoked after the demise of one of the joint holders.
Q. However under section 109A the nomination made are to take effect notwithstanding testamentary dispositions, or otherwise.
Therefore on demise of one of the joint holders the remaining joint holder would become sole member. In such case, fresh nomination in prescribed manner could be made revoking the old nomination.
Q. Can a holder of partly paid shares / debentures make nominations?
Nominations can be made on partly paid up shares/debentures. However if at the time of demise of the share/debenture holder there are any calls in arrears, then the nominee would be subjected to the same rights and liabilities as the original share/debenture holder and the Board by virtue of Section 109B(2) will have discretion to register the shares/debentures in favour of the nominee.
Q. Can nomination be made in favour of a minor?
Yes. Nomination can be made in favour of minor. In that event, the name and address of the guardian shall be given by the holder.
Q. What will happen when a shareholder dies leaving a minor nominee?
Sub-Section (4) of Section 109A provides that it shall be lawful for the holder of the shares to nominate in the prescribed manner any person to become entitled to shares of the company in the event of his death during the minority of the nominee. A perusal of the prescribed Form 2B reveals that in case of a minor nominee, a person shall be named as guardian to whom the shares shall vest in the event of death of the shareholder during minority of nominee.
Q. What is the effect of nomination upon transfer of shares?
Upon transfer of shares or debentures or repayment/renewal of deposits, nomination stands rescinded.
Q. Do further acquisitions of shares under a given Folio get covered by the nomination?
A shareholder is required to fill in the distinctive numbers of shares on Form 2B and the shares covered by these distinctive shall be transmitted to the nominee in the event of death of the shareholder. For any further acquisition of shares of Brawn Pharmaceuticals Limited, the shareholders will have to extend the nomination to the additional shares by filling in the necessary Form 2B as the existing nomination does not automatically cover the additional shares. To ensure that the nomination is valid, the shareholders need to make specific mention of all distinctive numbers.
Q. Can shareholders nominate a person for a part of their holdings?
The nomination should be for the full holding and not part.
Q. Does a Will by the shareholder override the nomination?
The Act provides that the nomination overrides a Will or any other testamentary law/instrument.
Q. Can a nominee transfer the shares after the death of the shareholder?
A nominee is entitled to transfer the inherited shares in the same manner as the deceased shareholder could have made without having to transmit the shares in his name.
Q. What is the procedure for transmission of shares in favour of the nominee?
Upon death of the shareholder or of both the joint shareholders as the case may be, the nominee would be required to furnish the following documents in addition to any other for the purposes of identification:
(a) Certified true copy of death certificate of shareholder.
(b) Proof of date of birth of the nominee.
(c) An affidavit/declaration by the nominee declaring his rights.
(d) The original share certificate.
On production of above documents and any further documents, if required, and on being satisfied about the identity of the nominee, will request the nominee elect either to register himself as holder of shares or to transfer the shares, the nominee is then required to issue a notice of election.
There may be further identification requirements at the discretion of the Board of Directors.
If the nominee elects to be registered as a holder of shares, he shall send a notice in writing stating that he so elects.
Q. Is the nominee entitled to dividend and other benefits before being registered as a member?
Yes. However, if the Board has issued a notice to the nominee to elect and no election either to transfer or hold the shares/debentures in his name is made within a period of 90 days, the Board may withhold the payments of the dividends, bonus or other moneys payable/accruing to the shares/debentures/deposits.
Q. Can the nominee exercise voting rights before being registered as a member?
A nominee is not entitled to exercise any voting rights before being registered as a member.
Q. Is it necessary for Deemed Members (Demat Shareholders) to nominate the same person whom they have appointed as their nominee for their shareholdings with the depository?
In case of shares held in electronic form, names of the Depositories concerned (NSDL or CDSL) are entered in the Register of Members. The nomination made by the shareholders in respect of electronic holdings is distinct from their nomination for the physical holdings. Hence Brawn Pharmaceuticals Limited will not recognize the nomination made by deemed members for their holdings in demat form. Such shareholders are given an option of nomination at the time of opening a demat account. However, the deemed members who have part of their holdings in physical form are entitled to make nomination in prescribed Form 2B for their physical holdings.
Q. Can a Power of Attorney holder sign for the shareholder concerned appointing any person as nominee?
The Power of Attorney holder is not allowed to sign the nomination form on behalf of the shareholder.
Q. Does transmission of shares to nominees attract payment of share transfer stamps?
On death of the shareholder, the nominee has to elect either to register himself as a shareholder or to transfer the shares. If he elects to register himself as a shareholder, he has to intimate his decision in writing preferably to our R & ST Agent, M/s RCMC Share Registry Private Ltd.* This will be in the form of a transmission and therefore will not attract stamp duty.
If a shareholder elects to transfer the shares, he has to send a notice in writing to our R & ST Agent, M/s RCMC Share Registry Private Ltd.*. Since this amount to transfer of shares like any other transfer, the same would attract stamp duty.
Q. Nomination Form is an important document like Will. What precaution investors should take to ensure that their instruction as to transmission would be acted upon by Brawn Pharmaceuticals Limited?
The shareholders concerned should preserve a copy of nomination form on their record. Brawn Pharmaceuticals Limited would after registering the nomination advise the shareholder(s) in writing of the registration of nomination.
Q. Will a company be discharged if it acts on valid nomination?
The Companies Act, 1956 has now recognized nomination. Brawn Pharmaceuticals Limited will be fully protected if it acts on the nomination. It is also necessary for Brawn Pharmaceuticals Limited to act on the nomination. The instruction given in the prescribed nomination form states that transfer of shares / debentures in favour of the nominee and repayment of the amount of deposits to the nominee shall be a valid discharge by a company against the legal heir.
Once a nomination is made, the same will qua Brawn Pharmaceuticals Limited, override all claims from the legal heirs under the succession certificate or from beneficiaries/executors under a Will executed by the deceased shareholder.
Q. Whether the heirs of the nominee are entitled to the shares/debenture/deposit amount, if the nominee dies before the nominator?
If the nominee dies before the deposit holder, Brawn Pharmaceuticals Limited should repay the deposit to the depositor on the date of maturity. If on the date of maturity, the depositor has also died, the heirs or legal representatives or holder of the succession certificate of the deposit holder is entitled to get refund of deposit and the interest due thereon. The heirs of the nominee are not entitled to claim the deposit amount if the nominee has predeceased the deposit holder.
Similarly, if the nominee dies before the shareholder/debenture holder, Brawn Pharmaceuticals Limited shall transmit the shares/debentures in the name of the heirs or legal representatives or holder of the succession certificate. The heirs of the nominee are not entitled to the shares/debentures if the nominee has predeceased the shareholder/debenture holder.
Footnote
* REGISTRAR AND TRANSFER AGENT
M/s RCMC Share Registry Private Ltd.,
B-106, Sector - 2, Noida - 201301 (U.P.)
TRANSFER OF SHARES
Q. In case one happens to have purchased shares of Brawn Pharmaceuticals Limited, then how he can get them registered in his name and how much time it would take?
One should send the share certificates along with the duly filled in and executed Share Transfer Deed to the R & ST Agent i.e. M/s RCMC Share Registry Private Ltd.*,
The Share transfer deed should bear the share transfer stamps at 0.25% of the market value on the date of execution of the transfer deed or consideration value which ever is higher.
The process of transfer usually takes 15 days in case of duly filled in and executed Share Transfer Deed along with share certificate is lodged with Brawn Pharmaceuticals Limited.
Q. In case of gift of shares to one's near and dear, then how should one proceed to get them registered in the books of Brawn Pharmaceuticals Limited? Does it attract stamp duty?
The procedure of registration of shares gifted to some one is same as the procedure for a normal transfer. The stamp duty is also applicable in case of gifted shares, and the present rate of duty is 0.25% of the market value prevailing on the date of execution of the transfer deed by the transferee.
Q. Where should I send the shares for transfer? Can I hand it over at your Branch Office?
The process of registration of Share Transfer is carried out only at our Registrar and Share Transfer Agent, M/s RCMC Share Registry Private Ltd.*. Therefore, one should sent over directly. Presently the Company do not have any branch office.
Q. What is the stamp duty on shares? Where do I get these stamps?
The stamp duty applicable on share transfer is at 0.25% on the market value on the date of execution of the transfer deed or consideration value which ever is higher. One can contact nearest "General Post Office" for Share Transfer Stamps or getting Transfer deeds stamped.
Q. In case one wants to add another joint-holder to his/her shareholding what procedure should be followed?
In case, if any existing shareholder wants to add another joint-holder to his/her shareholding then he will have to execute a transfer deed, duly stamped and submit the same preferably to our R & ST Agent, M/s RCMC Share Registry Private Ltd.*. Please note that such addition of name amounts to change in ownership of shares and the procedure for transfer has to be followed.
Q. In case if any person had purchased shares of Brawn Pharmaceuticals Limited long time back but forgot to get them transferred in his name. What procedure he should now follow?
A transfer deed is valid for a period of one year from the presentation date indicated in the stamp affixed by the Registrar of Companies on the upper portion of the deed or the closure date of Register of Members immediately after the presentation date, whichever is later. Please check whether your transfer deed is still valid. If so, one shall submit the transfer deed duly executed and stamped along with share certificate(s) preferably to our R & ST Agent, M/s RCMC Share Registry Private Ltd.*, for transfer in his favour.
If the validity period of the transfer deed has expired then one has to approach the Registrar of Companies or www.mca.gov.in for extending the validity of the transfer deed. Alternatively, one may approach the registered holder/seller whose signatures appear on the transfer deed as seller to execute fresh transfer deeds. Thereafter one may submit the fresh/revalidated transfer deed to our R & ST Agent, M/s RCMC Share Registry Private Ltd.* for transfer.
Q. Are shares of Brawn Pharmaceuticals Limited required to be traded compulsorily in demat form? Can a Shareholder hold the shares in physical form?
Yes. The shares of Brawn Pharmaceuticals Limited are to be compulsorily traded in demat form. However, one can still hold the shares in physical form.
Q. How do holders of shares in electronic form get their dividends? Will a Shareholder get the Annual Report after he gets his shares converted in Demat form and would he be able to attend the AGM of Brawn Pharmaceuticals Limited?
The Depository Participants will give the list of demat account holders and the number of shares held by them in electronic form on the Book Closure date or Record date to Brawn Pharmaceuticals Limited. After the necessary approval, the Company will issue dividend warrants in favour of the demat account holders.
The rights of the shareholders holding shares in electronic form are at par with the holders in physical form. Hence they are eligible to get the Annual Report and will have the right to attend the AGM as a shareholder.
Q. What are the chances of any fraud/disputes in using a demat account? Whom should I approach in such cases?
Common risk factors applicable to trading in physical shares like mismatch in signatures, loss in postal transit, etc., are absent since the dematerialised shares are traded scrip less.
However, in the unlikely event of any other dispute, the concerned Stock Exchange and/or Depository viz. NSDL/CSDL or Securities and Exchange Board of India, may be approached for resolving such issues. Footnote
* REGISTRAR AND TRANSFER AGENT
M/s RCMC Share Registry Private Ltd.,
B-106, Sector - 2, Noida - 201301 (U.P.)
TRANSMISSION OF SHARES In case of joint holdings, in the event of death of one shareholder, how do the surviving shareholder(s) get the shares in his/their names?
The surviving shareholder(s) will have to submit a request letter supported by a notarized copy of the death certificate of the deceased shareholder and the relevant share certificates to our R & ST Agent, M/s RCMC Share Registry Private Ltd.*. On receipt of the said documents, R & ST Agent will delete the name of deceased shareholder from its records and return the share certificates to the applicant /registered holder with necessary endorsement.
Q. If a shareholder who held shares in his sole name dies without leaving a will. How can his legal heir/s (either husband/wife/son/daughter, etc.) get the shares transmitted in their names?
Firstly the legal heirs have to obtain a Succession Certificate or Letter of Administration with respect to the shares and a true copy of the same, duly attested by the Court Officer, or Notary should be sent to our R & ST Agent, M/s RCMC Share Registry Private Ltd.* along with a request letter along with all the share certificates in original, for transmission in their favour.
Q. If the deceased family member who held shares in his/her own name (single) had left a will, how do the legal heir/s get the shares transmitted in their names?
The legal heirs will have to get the will probated by the Court of competent jurisdiction and then send a copy of the probated will, along with relevant schedule/annexure setting out the details of the shares, the relevant share certificates in original and transmission form for transmission. A and B held shares of Brawn Pharmaceuticals Limited. Both of them died. How do I get the shares transmitted in my name?
You should obtain a Succession Certificate/Letter of Administration of the last deceased joint holder in your favour and follow the procedure for transmission of shares.
Q. I have already produced the attested/registered will. Since getting it probated would take a long time and money, can I avoid that procedure?
You will appreciate that in order to ascertain that the will in question is the last will and testament made by the deceased, it is important that the same is authenticated/ probated by the Court. This is to protect the interest of the investors at large and to obviate any future claims/disputes on the same.
Q. The name of a joint holder was included only for convenience by the first holder. I am the only heir. Could you transfer the shares in my name as per the will/probate?
As per law, the joint holder is deemed to be having indivisible ownership of the joint property and Brawn Pharmaceuticals Limited cannot ascertain as to how or why the name was included. As per the Articles of Association of the company, the surviving joint holders are the only persons recognized as having title to the shares.
Transmission of Shares without Succession certificate/Probate of will
To facilitate easier transmission of physical shares held by small investors; Brawn Pharmaceuticals Limited has waived the requirement of producing Probate / Letter of Administration / Succession Certificate for shares up to 500 or shares of market value of Rs.1,00,000 whichever is lower. The legal heirs of the deceased shareholders who hold up to 500 shares or shares of market value of Rs.1,00,000 whichever is lower, need to submit the following documents for transmitting the shares in their name:
- Request for transmission.
- Notarized Copy of death certificate..
- Letter of Indemnity duly supported by a guarantee of an independent surety acceptable to the Company Secretary, made on appropriate non-judicial stamp paper.
- An affidavit on appropriate non-judicial stamp paper.
- No Objection Certificate from the legal heir who do not object to such transmission or Proof about indemnity of the nominee, in case of nomination.
- Original Share Certificate.
* REGISTRAR AND TRANSFER AGENT
M/s RCMC Share Registry Private Ltd.,
B-106, Sector - 2, Noida - 201301 (U.P.)