Dematerialisation and Rematerialisation of Securities in India with reference to the Depositories Act 1996
Before the
enactment of Depositories Act, 1996, in Indian security market transaction of
securities i.e. allotment of securities and transfer of securities was based on
paper based ownership. Movement of securities was possible only in physical
form which resulted in delay in settlement and transfer of securities. Some time it led to bad delivery, theft,
forgery etc. As a result investor was
deprived liquidity in security. It was a major drawback of the Indian
Securities market.
To pave the way
for smooth and free transfer of securities a law was needed for depositories.
This Act was enacted to ensure the transferability of securities with speed,
accuracy and security. It gives the option to an investor to choose holding of
securities in physical form or hold the securities in a dematerialised from a
depository.
Parties to Dematerialisation of Securities
Dematerialisation
of Securities means conversion of physical securities certificates into digital
form.Under the depository system depositories provide for maintenance of
ownership records in a book entry form through Depositories Participants.To
understand the process of Dematerialisation of Securities one should know the meaning of Depositories, Depositories
Participant, Issuer, Beneficial Owner, Registered Owner and their role under
the depositories Act, 1996. A “depository”
means a company formed and registered under the companies Act and approved by
SEBI by getting a certificate of registration. A Depository provides services
for recording of allotment of securities or transfer of ownership of securities
in the record of a depository. Therefore a depository facilitates holding of
securities in the electronic form and enables securities transactions to be
processed by book entry form through Depositories participant. At present mainly
two depositories NSDL, CSDL are working in India.
Depository
participant means a person registered under SEBI Act as “Depository participant” (DPs) to act as representative or agent of
depository system. DPs work as intermediary between Depository and Investor
(Beneficial owner of securities). It maintains the investor’s securities
account balance and intimate to him the status of his credit and debit of his securities.
An Investor can open the accounts with one or more DPs when a person buys any
securities which has depository node. The buyer will become owner of the said
security in the depository within a day of settlement being completed. The
buyer is not required to apply to the company for registering the security in
his name. According to SEBI guidelines
Financial Institution, Bank Custodian, Stock Brokers etc. can become DP of
depository. First Largest DP in India is
Stocking Holding Corporation of India Limited (SHCIL) registered with NSDL.
“Beneficial
Owner” means a person whose name is recorded as such with a depository. “Issuer” means any person making an
issue of securities. Generally a legal person or company issues the securities
to generate fund from the public. Depository is registered in the record of
issuer or company as “registered owner”.
Procedure
of Dematerialisation of Securities
Every person
subscribing to securities offered by an issuer shall have an option either to
receive the security certificate or hold securities with a depository. Where a
person opts to hold a security with a depository, the issuer shall intimate
such depository the details of allotment of security and the depository, on
receipt of such intimation, shall enter the name of the allottee in its record
as beneficial owner of that security.
For Dematerialisation of Securities, a depository
shall enter into an agreement with one or more DPs as its agent. Any Investor, who wishes to seek services of a
depository, may enter into an agreement with any depository through a DP. Investor
shall surrender the certificates of securities for dematerialisation of
securities to issuer. For this Investor
shall submit dematerialisation Request Form (DRF) along with the certificate to
DP. DP shall transmit DRF electronically to the Depository and send the
physical DRF and securities certificates to Company (Issuer). Depository shall
intimate the Company about such DRF. Company shall check the authenticity of
request and confirm to Depository. Depository shall confirm dematerialisation
of securities and request to DP to intimate the Investor. DP shall intimate
that Investor’s account is credited with DP. DP shall send the statements of
transaction to the investor. Every depository shall register the transfer of
securities in the name of transferee on the intimation of DP.
Procedure
of Rematerialisation of Securities
Rematerialisation of
Securities means conversion of electronic shares into physical share
certificate.If any beneficial owner does not want to continue with
dematerialisation of securities or seeks to opt out of a depository he shall
inform the DP accordingly. For Rematerialisation of Securitiesbeneficial owner
shall submit Rematerialisation Request Form (RRF) to DP. DP shall intimate the
Depository of such request electronically. Depository shall confirm the RRF to
company (Issuer). Company shall update its account and print securities
certificate and confirm depository. Depository shall update the account and
send the details to DP. DP shall send the intimation to its client about
rematerialsation of securities. Company
(issuer) shall dispatch the certificate to the holders thereof.
Advantage
of Dematerialisation of Securities
Dematerialisation of
Securities eliminates the risk of “bad delivery” means there will be no risk of
stealing, risk of theft , risk of forgery, risk of duplicacy because it is in
Dmat form, and very easy to debit and credit security. There is no risk or
insecurity in holding the security.
Faster delivery, no need of stamp duty in digital form required. No
transfer deed required- immediate and instant transfer of securities is
possible. Faster credit of non-cash corporate benefit- e.g. bonus share etc.
Reduction in high volume of paper documents, safe custody possible (no loss, no
tear, no steal). All parties can enjoy the benefit of Dematerialisation of
Securities.
Conclusion
As per Depositories Act
after dematerialsation of securities, depository shall be registered owner only
for the purpose of effecting transfer of ownership of security on behalf of a
beneficial owner. Depository will not have any voting right of shareholder or
member of a company in respect of securities held by it. Only beneficial owner
shall be entitled to all rights and benefits and be subject to liabilities in
respect of securities held by a depository.
Reference
1. The Depositories Act, 1996
2. The of SEBI Act, 1992
3. The SCR Act, 1956
Prof.
(Dr.) Pallavi Gupta, Profeesor & Head, JEMTEC School of Law, Greater noida
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