Book Review – 5th Edition of the book “Transfer and Transmission of Shares”

Recently, Bharat Law House published the 5th Edition of the Book “Transfer and Transmission of Shares”. The book is authored by Dr. KR Chandratre, Practising Company Secretary and Past President of the Institute of Company Secretaries of India. It covers a special chapter on Depository System.

In the Preface to the 5^th Edition, the author states:

The book has always been acclaimed and received well by the companies and professionals as an authoritative commentary and practical handbook on the subject. It had once received appraise from one of the Chairman of the Company Law Board during nineties.”

The first Edition of the book was written by Dr. KR Chandratre in 1990. On October 5, 2017, I received following message from the author:

I’m happy to inform you about the release of the 5th edition of one of my books. The first edition of this book, released in 1990, was the first book I wrote in my life and I had written the entire manuscript of the book by hand and someone had typed it for me on manual typewriter.”

5^th Edition of the book is based on the provisions of Companies Act, 2013 and the Rules made there under. It also covers relevant cases decided by Courts, CLB, NCLT/NCLAT reported after the release of 4^th Edition until August 2017. The changes proposed by the Companies (Amendment) Bill, 2017, as passed by the Lok Sabha, are also incorporated at appropriate places. The book has a separate chapter on “Section 236 of Companies Act, 2013 – as proposed to be amended by the Companies (Amendment) Bill, 2017: Whether it mandates forced buyout of minority shareholders”.

The book covers commentary and case laws on shares, types of shares, forfeiture of shares, lien on shares, debentures, member, eligibility criteria to be a member of company, joint shareholders, share transmission and nomination, holding of shares in a wholly owned subsidiary company, share certificate. There is an exhaustive chapter on “Transferability of shares: Basic Principles” and “Transfer of shares: Law & Procedure”. Stamp duty is always an important and critical aspect for any instrument and there is a separate chapter on this topic. Declaration of beneficial interest in shares is an important issue where shares of the company are held by nominee and trust and there is a separate topic on the same covering commentary and case laws.

The Chapter on “Depository System – Law and Mechanism” covers exhaustive commentary on the Depositories Act, 1996 and SEBI (Depository Participants) Regulations, 1996 with necessary references to Banker’s Books Evidence Act, 1891. This part of the book, along with other Chapters, will be a great value addition for professionals working in listed companies and Regulators like SEBI and Stock Exchanges. In the book, there is an exclusive section on the gist of cases on Refusal to Register Transfer and Transmission of shares and the Remedies and Rectification of Register of Members. The section covers gist and analysis cases decided by CLB, NCLT/NCLAT, High Court and Supreme Court. It covers gist of cases on 417 issues, like nature and scope of jurisdiction of tribunals and Civil Court, power to grant injunction, ‘sufficient cause’, ‘unnecessary delay’, refund of consideration when transfer of refused, fraud or misrepresentation, forfeiture of shares, rectification when company goes in winding-up, arbitration, cancellation of stamps, refusal in respect of pledged shares, transferee member of rival group, transfer of shares of a sick company, etc. This part of the book, along with other chapters, will be a great value addition for professionals having litigation practice. For professionals working in the corporate secretarial department of companies, this section of the book will help you to understanding the judicial aspect of the transfer / transmission related provisions.

The book will be useful to corporate executives, professionals and also to law enforcing agencies such as MCA, SEBI, Stock Exchanges and the judiciary – NCLT and NCLAT.

For me, it is always an honor and privilege to contribute in updating the chapters of the book.

The book can be purchased here.

Preface to the Fifth Edition