The Depositories Related Laws (Amendment) Ordinance, 1997

REGISTERED NO. DL-33004/97 ,-> • ail t;ISJre Oiaufh nf ~nhla ''' ': _", ';''.' ':· 3!m'cl'Trur EXTRAORDINARY '1-TITTII-~l PART II-Section I mf~~~ PUBLISHED BY AUTHORITY ~ ~. ~"1<m:, ~ 15, 1997 I ~ 25, 1918 NEW DELHI, WEDNESDAY,' JANUARY 15, 1997 /Pauia ?,5, 1918 • ,wr ll f'lffl iro ml <U' ~ t· ~ fq; ~ 3ffi1T ~ <fi" ~ -if Z&T ";;fl ~ I t~'paging is given to this Part in order that it may be filed as a separate compilation. MINISTRY OF LAW AND JUSTICE (Legislative Department) New Delhi, the 15th January, 1997/Puusu 25, 1918 (Saka) DEPOSITORIES RELATED LAWS (AMENDMENT) ORDINANCE, 1997 No. 5 OF 1997 .tromulgated by the President in the Forty-seventh Year of the Republic of India. r<linancr further to amend the Indian Stamp Act, 1899, the State Bank of India ?<\.ct, 1955, the Companies Act, 1956, the State B,rnk of India (Subsidiary Banks) :Act, 1959, the Industrial Developme,;t Bank of India Act, 1964, the Banking :(;ompanies (Acquisition and Transfer of Undertakings) Act, 1970, the Banking Companies (Acquistion and Transfer of Undertakings) Act, 1980 and :the _Depositories Act, 1996. ,r,As Par I iament is not in session and the President is satisfied that circumstances ich render it ne. 1· 1 - k - d' -cessary or um to ta -e 1mme rate action; ; ·rHEREFORE, in exercise of the powers conferred by clause (I) of article 123 or the lion th• Pre . 'd . ' • • si ent rs pleased to promulgate the following Ordinance:- CHAPTER I T ' . . PRELIMINARY ,. his On.Inn , . . c, 1997_ 'nee may be called the Depos1tones Related Law (Amendment) ;hall c0111 . • . t . e into force at once. Sho11 rirlc and crn11nience1ne111. Amendment of section 8A. Amcnc.lmcnl of section 13. TBE C '\ZE'lTE OF lNDIA EXTRAORDINARY CH.APTER IY AMBl'JDMENT TO THE INDIAN STAMP ACT, 1899 :i. In section 8A of the Indian Stamp Act, 1899, for clause (d), the following cla shall be substituted, namely:- 118 "(d) transfer of beneficial ownership of shares, such shares being shares of comp~y fonned and registered unde~ the Compani~s Act,· 1956 or a ~y cotpora a estabhshed by a Centml Act dealt wtth by a depository, shall not be liable lo d te under article 62 of Schedule I of this Act; uty (e) transfer of benefida! ownership of unjts, such units being units of a mutu I fund including units of the Unit Trust of India established uudcr sub-section (1) \ • :,ection 3 of the Ut1it Trust of India Act, 1963 dealt with by a depository, shall n:t be iiable to duty under article 62 of Schedule I of lhis Act.". CHAPTER Ill AMENDMENTS TO THE STATE BANK OF INDIA ACT, 1955 ]. In :section 13 oi" the State Bank of lllc.lia Act, 1955 (hereinafter in this Chapter reforrc<l to as the State Bank Act), in sub-section (/), lhe following proviso shall be inserted at the end, namely:- , "Provide9 that nothing in this sub-section shall apply to the shares held with a depm;itory.", Insertion of 4, After section 13 of the State Bank Act, the following section shaU be inserte.d, new scctio:1 narudy: ~- l3A. Register of beneficial owners. Amendment of section 15. Amendment of section 21. , •• 13A. TI1e register of beneficial owners maintained by a depository under se--etion l l of the Dei}-'Jsilories Act, 1996 shall be deemed to be a register of iab.ateholders for the purposes of this Act.". - . S. ln section 15 of the State Bank Act, the following proviso and Explanation shall be inserted at the end, namely:-- "Providcd that nothing in this section shall apply to a depository m respect of shares held by it as a registered owner on behalf of the beneficial owners. Explanation.-For the purpa,es of section 13, s,-....ction 13A and this section, the expressions "beneficial ownel'', "depository" and "registered owner' shall have ihe meanings respectively as.si~ed to thctn in clauses (a), (e) and (J) of sub-section (J) of section 2 of the Depositories Act, 1996.". CHAPTER JV .AMENDMENTS TO TilE STATE BANK OF INDIA (SUBSIDIARY BANKS) ACT, 1959 6. In section 21 of 1!1e State Bank of India (Sub.sidiaty Banks) Act, 1959 (hereinafter in this Chapter referred to as ihe Subsidiary Banks Acf)" the following proviso shall be inserted al the end, namely:- "Provided that nothing in this section shall apply to the shares held with a depository.". . THE GAZETTE OF !NOIA FXTRAORDlNi\RY ·~ --- · - . - 3 21 of the Subsidiary Banks Act, the following i;ection shall be : .'-- . ter of beneficial owners maintained by a depository U!ide-t section • ":Sts .es Act 1996 shall be deemed to be a register of sh11teho!dets for • satori • ·~f~ of this Act."• \P, ;;. 2 f the Subsidiary Banks Act, the following proviso and E..llplanatlon , ·section 2 o I . Jn .· . ,:: ··d t the end, name y.-­ t,cin.~rtc a f:~i· ; • ~vided that nothing, in this section shall apply to a de~sitory in respect of '.•.> · Pr ··.:·Id b i't as a. registered owner on behalf of the beneficial owners. sJiareS be '/ ;; > . -For the purposes of section 21, section 2 lA and this section, the L e,rp~anar,,~~neficiai owtier", "depository" and "registered owner'' shall have the :~pr~•:nsiespec;ivdy assigned to them in clauses (a), (e) and (j) of sub-section (J) ~~n 2 of the Depositories Act, 1996.". CHAPTER V AMENDMENTS TO THE COMPANIES AGI', 1956 " ;?:After section 82 of the Compan.ies • Act,. 1956 (herei~after in this Chaplet referred Jhe Companies Act), the followpig section shall be mserted, namely:- . ng3, Each share in a company having a share capital shall be distinguished by its .rq>riate number: ;cProvidcd that nothing in this section shell apply to the shares held with a ~posilory.". b,.'m section I I IA of the Companies Act,- a) in sub-section (2), the following proviso shall be inserted, namely;- )' "Provided that If & company. without sufficient cause refuses to register fer of share.,; within two months Cron-~ the date on which the instrument of i. fer or. the iniiinaiion of transfer, as the case may be, is delivered to die tnpany, Ille transferee may a.ppeal to the Company Law Board and it shall direct , .ch company lo n;gister the tra11sfcr of shares.". • b) for sub-section (3), the following sub-section shall be substituted, namely:­ rn"(J) The <?<:mpany Law Board may, on an application made by a depository, • ~any' J>atllctpant or investor or the Securities Exchange Board of India, if the .cc~:!~ -~f shares or debentures is in contravention of any of the provisions of the r the ;~1i.t'.<l Exd_uutgc Board of India Act, 1992, or regulations made thereunder ·"" th 1~ ' llldusti-ial Companies (Special Provisions) Act, 1985 or any other lru.v v, e t1tne be' • ' -:r·· liares d mg Ill force, within two months from the date of transfer of any ili!ttuu ~\ chcntur~ held hy n depository or from the date on which the rnpanc I of lrullslcr or the intimation of the transmission was delivered to the ~it:ry as the case may be, after such inquiry as it thinks fit, direct any ' · or coinpany to rectify its register or records.". Insertion of new section 21A. Register of beneficial owners. Amendment of section 22. Insertion of new section 83 . Nwnbering of shares. Amendment of se.ction lllA. Amendment of section 150. Amendment of section 152. Atnc1tdmcut of section 138. Insertion of new section 13BA. Register of beneficial owners. Amendment of section l3C. Amendment of section 3. Amendment of section 3A. 4 THE GAZFnE OF !NDlA EXTRAORDINARY [PA1n 11 ===================--::::_~ l t. ln section 150 of the Companies Act, in sub-section (1), in dausc (b), afte~ words "the shares held by each member", the words "distinguishing each share {t t?1\j number except where such shares are held with a depository" shall be in.setted. y lls;~ ;}~ 12. In section 152 of the Companies Act, in sub-section. (J_), ~ c(ause (b), after th J words "the debentures held by each member", the words "d1sttngU1sh111g each debent e;;.~ ?Y its number except where such debentures &re held with a depository" shall t~ tnserted. " CHAPTER VI AMENDMENTS TO THE INDUSTRIAL DEVELOPMENT BANK OF INDIA ACT, 1964 13. In section 13B of the [ndustrin! Development Bnnk of India Act, 1964 (heteinaft " in this Chapter referred to as the Development Bank Act), in sub-section (J). lher following proviso shall be inserted at the end, namely:- ' c "Providt",d that- nothing in this sub-section shall apply to the shares held with a depository.". 14. After section 138 of the Development Bank Act, the following inserted, namely: - .. "138A. The register of beneficial owners maintained by a depository under section 11 or the Depositories Act, 1996 shall be deemed to be a register of the shareholders for the purposes of this Act.". 15. In section 13C of the Development Bank Act, the following proviso Explanation shall be inserted at the end, namely:- " Provided that nothing in this section shall apply to a depository in respect of the shurcs held by it as a registered owner 011 behalf of a beneficial owner. Explanation.-For the puqxises of section 13B, section l3BA a11d this section, lhc expressions "beneficial owner", "depository" and "registered owner" shall have the meanings respectively assigned to them in clauses (a), (e) and (j) of sub-section ([) of section 2 or the Dcposit0ries Act, 1996.". CHAPTER VII AMENDMENTS TO THE BANKING COMPANIES (ACQUISITION AND TRANSFER OF UNDERTAKINGS) ACT, 1970 16. In section 3 of the Banking Companies (Acquisition and Transfer of Act, 1970 (hereinafter in this Chapter referred to as the Bank Nationalisation Act), sub-section (2F), the following proviso shall be inserted at the end, namcly:- "Providcd that nothing in this sub-section shall apply to the shares held with a depository.". 17. ln section 3A of the Bank Nationalisation Act, the following proviso inserted at the end, namely: - t "Provided that nothing in this section shall apply to a depository in respect of shares held by it as a registered owner on behalf of the beneficial owners.''. THE GAZETTE OF fNDIA EXTRAORDINARY 5 ~ion JA of tlie Bimk Nationalisation Act, the foliowit!g section shall be naincly;-- re istcr of beneficial owner mahttained by a depository under section 11 "38- Th\i;ries Acl, 1996, shali be deemed to be n register of shareholders for the De~ of this AcL • purpase5 • t' tt --For the purpos<".s of section 3, section 3A and this scctio11., the Exp!ana 1~~neficial owner", "depository" and "registered owner" shall have the eJCP~101i, 5 g!'>l".,ctiveiy assigned to them in clauses (a). (e) and (j) of sub-section (1) tileattlllgs tet t • • A t 199 ~ ,, . 2 of the Deposltones .c.,, IJ. , 01 scctwn • CHAPTER vrn AMENDMENTS TO THE 8ANKINO COMPANIES (ACQUISITlON AND TRANSFER OF UNDERTAKINGS) Acr, 1980 19 I section 3 of tl1e l:Jru~khig Comp;i.nies (Ac{p.tl!iition aud<I'taru,for of Undertakiugi. • •• •• • 11 r. ed ·• ;, 'S d N • al' ' ,).ct, !980 (het~ina:ft~, in this Chapter re~e~ to ~ uw B.a."l.1<. \ ~on ) atwn !Enhon >].ct), after suo-sectton (2F), the followmg proVL-w shall be mset1e.d at fue cud, 'namely:- "Providt-·d ,hat llolhhlg in this sub-section shall llpply to the shares held with a deposito1y .". ' 20.In sedio•:i 3A of the Bank (Second) Nationalisation Act, tbe followL,;g provLo ':shall be inse,i.:.d ;it tire end, nnmely: --- ;.,>:,'-~-- ;;/.. "Provided that nothing in this section shall apply to a depository in tt..-spect of ·.shares held by it as a registered owner on behalf of the beneficial ownets.". ll.Af~r section 3A of the Bank (Seoond) Nationalisation Act, the following sr.ction lJ>e Inserted, namely;- <if ;~80 Th~ ~g~ster of beneficial owner maintained by a depository under scctiou 11 the eposuon~ Act, 1996, shall be deetned to be a register of shareholders fot \. purposes of this Act. 't i Explanation -F h . . . . . ,5xPressi n ,, • 0 ~ t e purposes of secl1on 3, section 3A and this section, the ;n{eanin ° 8 bcn~fictal owner", "depository" and "registered owner" shdtl have the 1f. NCct'igs re2spectively assigned to them in .. clntLo;cs (a), (e) and (j) of suh-scclion (1) • • u11 uf ti• . D • . • • ,c cpos1tor1cs Act, 1996.". lnset'tion of new section 38. Register of beneficial owners. .. Amcp<liTlc.,.1,,1 of section 3. Am.eu.'k:;,:ii:,t .:,f ,x'7.::~h::fl'il JA. Insertfon of new ooctio11 3B. Register of beneficial owners. A111c11dment of secrion 9. =6====== ==T=I=1E=· =G=A=Z=E=•TI= E=(=)F=· I=N=D=l=A=E=X=T=R=A=O=R=D=TN=A=R=Y= = =:[:::PA=R::::T::=:lI-::-_ S1,c;_ I J · - -~ CHAPTERIX AMENDMENT TO THE DEPOSffORJ.ES Acr, 1996 22. ln section 9 of the Depositories Act, 1996, for sub-section ('2': , the following sub. section shall be substituted, namely:-- "(2) Nothing contained in sections 153, 153A, 153B, ib7B, 187C, a nd 372 nf the Companies Act, 1956 shalJ apply to a depository in respect of securities held by it on behalf of the beneficial owners.". SHAl~KER DAYAL SHARMA, President. " K.L. MOHANPURIA, Secy. to the Government of India. Corrigenda [n the Finance (No. 2) Act, 1996 (33 of 1996) as published in the Gazette of India, Extraordinary, Part II, Secti0n 1, dated the 28th Septemb,~r, 1996 (Issue No. 62),- at page i , in the title.for "BILL" , read "ACT"; at page 2, in the marginal heading against section 2, for "tax", read "Income-tax"; at page 9,- (i) in line 20,for "seven years", read "five years" , (ii) in line 24, for "Explanation" , read "the E,,planation", (iii) in line 44,.for "of thereof', read "of transfer thereof" ; at page 10, in line 15,for "of the section", read "of section" ; at page 14,- (i) in line 21, for "caluse", read "clauses". (ij) in line 23, for "caluse'', read "clause"; at page 23, in line 23, for "has not been part paid", read "has been part paid" ; at page 32,-- (i) in line 4, for "wa of winning fro", read "way of winning from" , (ii) omit "(viii) on income by way of long-Lenn capital gains"; at page 33,- (i) in paragraph A, for SI. No. (3) and the entries relating thereto, read "(3) where the total income exceeds Rs. 3,000 plus 30 per cent. of the Rs. 60,000 but does not exceed Rs. 1,20,000 amount by which the total income exceeds-Rs. 60,000;"., (ii) in paragraph B, for Sl. No. (2) and the entries relating thereto, read "(2) where the total income exceeds Rs. 1,000 plus 20'per cent. of the Rs. 10,000 but does not exceed amount by which the total income Rs. 20,000 exceeds Rs, 10,000;"; at page 52, in line 31. fen " 10%", read" 12%"; at page 59, in line 8,for "6M.M.", read "6MM"; at page 60, in line 29,Jor "IRON STEEL", read "IRON OR STEEL". PRJNTFD BY THE MANAGER GOVERNMENT OF INDJA PRESS, MINTO ROAD, N EW DELHI AND PUB\..lSHED BY THE CONTROLLER Of' PUBLICATIONS, DELHI ·- 1996.