Prof. Jayanth R. Varma’s Financial Markets Blog

A blog on financial markets and their regulation

Complete that demat process

I have a column in today’s Financial Express on the need to complete the process of dematerialization of shares in India by abolishing physical share certificates completely.

The time has come to abolish physical share certificates completely and dematerialise all shares by eliminating the option that is currently given to the owner to hold shares either in physical form or in dematerialised form. Dematerialisation should be mandatory even if the owner has no immediate intention to trade the shares on the exchange.

When depositories were first created in India, it was well known that physical share certificates were prone to fraud and malpractices. However, since dematerialisation was a new concept in the country, it was thought that the ability to convert back and forth between paper and dematerialised form would give investors greater comfort and confidence. Today, after more than a decade, the depositories have established themselves as reliable and secure. There is now nothing to be lost and everything to be gained by eliminating paper completely.

Many of us believed that the risk of fraud and theft of physical certificates would induce a voluntary dematerialisation of large holdings, particularly after the exchanges shifted to trading exclusively in dematerialised mode. However, some large investors (including, unfortunately, some government entities) ignore these risks and hold on to paper certificates. More troublingly, one hears disconcerting (hopefully false) rumours of physical certificates being used to backdate or postdate transactions with the collusion of companies and their registrars.

Such alteration of dates may produce advantages under the takeover code and under the tax laws. For example, inter se transfer of shares between promoters is exempted from the requirements of the takeover code if the transferor and transferee have held the shares for at least three years. Similarly, purchases of shares during the previous six months are taken into account while deciding the open offer price. Under the tax laws, the lower tax rate on capital gains applies if the shares are held for a year.

All these could be facilitated by backdating or postdating transaction dates—something that would be impossible in the dematerialised environment. In fact, the more I think about it, the more I am convinced that some promoters and large operators hold on to paper certificates for unsavoury reasons.

Even if this were not so, there would still be reason to worry about these holdouts of paper certificates. As old timers retire, registrars are gradually losing the skill set required to verify the authenticity of physical certificates. I have seen airline check-in staff (and sometimes even their supervisors) fumble when they encounter the increasingly rare physical air tickets because they are all familiar only with e-tickets. Over a period of time, this lack of familiarity with the vestiges of a paper era will become a serious problem for registrars, and will provide a fertile opportunity for fraudsters.

It is, therefore, imperative to launch a time-bound action plan to achieve 100% dematerialisation. I think such a plan should have three elements.

First, we should stop creation of new paper certificates forthwith. The Depositories Act should be amended to prohibit rematerialisation of physical certificates. Furthermore, it must be mandatory to make all new allotments of shares in dematerialised form. Transfer or transmission of shares (even if it takes place outside the exchange) should be permitted only in dematerialised form.

Second, we must set a cutoff date (say, January 1, 2012), by which large and critical holdings must be dematerialised. This date should apply to:

  • Holdings of shares by all bodies-corporate, governments and other artificial persons
  • Holdings of shares by promo-ters, directors and key managerial personnel
  • Holdings of shares by a single individual in a single stock exceeding, say, Rs 1 million by face value as well as, say, Rs 25 million by market value.

An extended cutoff date (say, January 1, 2015) can be set for dematerialisation of other shares—small shareholdings by individual investors.

After the cutoff date (or the extended cutoff date for small holdings), physical shares that have not been dematerialised would become almost useless. However, in exceptional cases where genuine reasons can be demonstrated, dematerialisation of these shares may be permitted after issuing a public notice in a newspaper giving sufficient time for other claimants to dispute the claims of the holder. For tax purposes and for takeover code purposes, the date of dematerialisation would be deemed to be the date of acquisition of the shares.

Finally, we must set a cancellation date (say, January 1, 2020) on which all remaining physical share certificates would be deemed to be cancelled and forfeited, and the issuers would be required to record the forfeiture of shares in their books.

During this process of elimination of paper certificates, it would be useful to preserve samples of the old paper certificates for the historical record in an appropriate archive or museum. Regulations require dematerialised share certificates to be mutilated and cancelled, and in the absence of a conscious archival effort, these mutilated certificates are likely to be destroyed as a matter of course.

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