CHAPTER XIII

CHAPTER XIII MISCELLANEOUS

Title to Dividends

102. (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) ' 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.

(iv) Nothing contained in sub-section (1) shall affect –

(a) the right of a company to pay an 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

(b) the right of the transferee of an 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.

Intermediary to hold security, etc., as trustee pending execution of contract.

103(1) The investors may entrust the securities or money belonging to him or in which the investor has right, title or interest to the intermediary for the specific purpose of the same being dealt with on behalf of and at the instance of the investor. In all such cases the intermediary shall hold such securities or money as a trustee for the benefit of the investor and the intermediary shall have no right, title or interest of any nature whatsoever therein. The intermediaries shall deal with such securities or money as directed by the investors and shall be accountable for the same or its proceeds to the investors. In case the securities are converted into monies, such monies shall also be treated as impressed with trust for benefit of the investor.

2.For the sake of avoidance of doubt, it is hereby declared that the said securities or money shall never form part of the assets or trading assets of the intermediaries and the said intermediary shall have no right, title or interest therein, the intermediary being merely the trustee for the investors in respect of the said securities or its proceeds.

Board to consider Directives issued by the Central Government

104. Without prejudice to the foregoing provisions of this Act, the Board shall, in exercise of its powers or the performance of its functions under this Act, consider questions of policy as the Central Government may give in the directions in writing to the Board from time to time:

Returns and Reports

105. (1) The Board shall furnish to the Central Government at such time and in such form and manner, as may be prescribed, or as the Central Government may direct, such returns and statements and such particulars in regard to any proposed or existing programme for the promotion and development of the securities market, as the Central Government may, from time to time require.

(2) Without prejudice to the provisions of sub-section (1), the Board shall within ninety days, after the end of each financial year, submit to the Central Government a report in such form, as may be prescribed, giving a true and full account of its activities, policy and programmes during the previous financial year.

(3)A copy of the report received under sub-section (2) shall he laid, as soon as may be, after it is received, before each House of Parliament.

Power to delegate

106. The Board may, by general or special order in writing, delegate to any member, officer of the Board or any other person subject to such conditions, if any, as may be specified in the order, such of its powers and functions under this Act, as it may deem necessary.

Savings

107. Nothing in this Act shall exempt any person from any suit or other proceedings which might apart from this Act, be brought against him.

Members, Officers and Employees of the Board and the Securities Appellate Tribunal to be Public Servants

108. All members, officers and other employees of the Board, the Presiding Officer and other officers and employees of a Securities Appellate Tribunal shall be deemed to be public servants within the meaning of section 21 of the Indian Penal Code.

Protection of action taken in good faith

109. No suit, prosecution or other legal proceedings shall lie against the Board or an officer of the Central Government or any member, officer or other employee of Board for anything which is in good faith done or intended to be done under this Act or the rules or regulations made thereunder.

Exemption from tax on Wealth and Income

110. Notwithstanding anything contained in the Wealth Tax Act, 1957, the Income Tax Act, 1961 or any other enactment for the time being in force relating to tax on wealth, income, profits or gains -

(a) the Board;

(b) the existing Securities and Exchange Board from the date of its constitution to the date of establishment of the Board, shall not be liable to pay wealth-tax, income-tax or any other tax in respect of their wealth, income, profits or gains derived.

Power to make rules

111. (1) The Government may, by notification, make rules for all or any of the following matters, namely :-

(a) the term of office and other conditions of service of the Chairman and the members under sub-section (1) of section 5;

(b) the additional functions that may be performed by the Board under section 11;

(d) the salaries and allowances and other terms and conditions of service of the Presiding Officers, the member and other officers and employees of the Securities Appellate Tribunal under section 88 and sub-section (3) of section 90;

(2) With reference to the Securities Appellate Tribunal, with regard to:

(a) the procedure for the investigation of misbehaviour or incapacity of the Presiding Officers of the Securities Appellate Tribunals under sub-section (3) of section 90;

(b) the form in which an appeal may be filed before the Securities Appellate Tribunal under section 93 and the fees payable in respect of such appeal.

Power to make Regulations

112. (1) The Board may, by notification, make regulations for any of the matters specified in sub-section (2) of section 11 and for carrying out the provisions of the Act.

(2) In particular and without prejudice to the generality of the foregoing power, such regulations may provide for all or any of the following matters, namely

(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 an inquiry for the purpose of recognizing an 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 of the stock exchange concerned and the form in which such recognition shall be granted;

(d) the documents which should be maintained and preserved under section 23 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 23;

(f) the manner in which the bye-laws of the Stock exchanges are to be made or amended under this Act and shall before being so made or amended be published for public comments;

(g) the manner in which applications may be made by dealers in securities for licences under section 45, 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 by public companies for the purpose of issue of securities or for getting their securities listed on any stock exchange;

(i) the form and manner of registration and payment of registration and annual fees by the intermediaries;

(j) the conditions subject to which the registration shall be granted by the Board.

(k) the form and the manner in which returns and reports are to be made to the Board under section 24

(l) the times and places of meetings of the Board and the procedure to be followed at such meetings under sub-section (1) of section 7 including quorum necessary for the transaction of business;

(m) the terms and other conditions of service of officers and employees of the Board under sub-section (2) of section 10;

(n) the matters relating to issue of capital, transfer of securities and other matters incidental thereto and the manner in which such matters shall be disclosed by the companies, under Section 34.

(o) the manner of suspension or cancellation of certificate of registration of the intermediaries.

(p) the matter relating to registration and regulations of self-regulatory organisation under Chapter V;

(q) the matter relating to approval and regulations of Clearing Corporation under Section 32;

(r) the matter relating to lending of securities;

(s) the matter relating to trading and regulations of contracts in futures options and derivatives under Section 47 and any other matter which is to be, or may be, prescribed, or in respect of which provision is to be, or may be, made by the regulations.

Rules and regulations to be laid before Parliament

113. Every rule and every regulation made under this Act shall be laid, as soon as may be, after it is made, before each House of Parliament, while it is in session, for a total period of thirty days which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid, both Houses agree in making any modification in the rule or regulation or both Houses agree that the rule or regulation should not be made, the rule or regulation shall thereafter have effect only in such modified form or be of no effect, as the case may be so, however the modification or annulment shall be without prejudice to the validity of anything previously done under that rule or regulation.

Act not to apply in certain cases

114 (1) The provisions of this Act shall not apply to the Government, the Reserve Bank of India, any local authority or 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;

(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.

Application of other laws not barred

115 (1) The provisions of this Act shall be in addition to, and not in derogation of, the provisions of any other law for the time being in force.

a) Notwithstanding anything contained in the Unit Trust of India Act, 1963the Companies Act1956, MRTP Act,1969, Consumer Protection Act,1986 the provision of this Act and the regulations made thereunder, shall prevail insofar as the said provisions pertain to the subject matter of public issue, transfer or listing of securities, registration of intermediary and dealing in securities.

b) Cognizance of offences by courts

c) No court shall take cognizance of any offence punishable under this Act or any rules or regulations made thereunder, save on a complaint made by the Board or any officer authorised by the Board.

2. No court inferior to that of a Metropolitan Magistrate or a Judicial Magistrate of the first class shall try any offence punishable under this Act.

Amendment of certain enactments

117. The enactments specified in the Schedule to this Act shall be amended in the manner specified therein and such amendments shall take effect on the date of notification of this Act.

Power to remove difficulties

118. (1) If any difficulty arises in giving effect to the provisions of this Act, the Boardmay, by order, published in the Official Gazette, make such provisions not inconsistent with the provisions of this Act, as may appear to be necessary, for removing the difficulty;

Provided that no order shall be made under this section after the expiry of five years from the commencement of this Act.

(2) Every order made under this section shall be laid, as soon as may be, after it is made, before each House of Parliament.

Repeal and Saving

119 (1) The Securities and Exchange Board of India Act, 1992 and the Securities Contracts (Regulation) Act, 1956 are hereby repealed.

(2) Notwithstanding such repeal:-

(a) anything done or any action taken or purported to have been done or taken (including any rule, notification, inspection, order or notice made or issued, or any appointment, confirmation or declaration made or any licence, permission, authorisation or exemption granted or any document or instrument executed or any direction given or any proceeding taken or any confiscation adjudged or any penalty or fine imposed) under the Acts hereby repealed, be deemed to have been done or taken under the corresponding provisions of this Act;

b) the provisions of Chapters X and XI of this Act shall apply in relation to the contravention of any of the provisions of the Act hereby repealed or of any rule, regulation direction or order made thereunder;

c) any appeal preferred to the Central Government under the sub-section (1) of section 20 of the SEBI Act, 1992 hereby repealed but not disposed off before the commencement of these Acts may be disposed off by any member of the Securities Appellate Tribunal constituted under this Act in accordance with the provisions of sub-section (1) of section 93 of this Act;

(d) every appeal from any decision or order of the Securities Appellate Tribunal under Section 15Z of the SEBI Act hereby repealed shall, if not filed before the commencement of this Act, be filed before the High Court before a period of 60 days before such commencement.

Provided that the High Court may entertain such appeal after the expiry of the said period of 60 days if it is satisfied that the appellant was prevented by sufficient cause from filing the appeal within the said period.

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