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Microlesson · 5-min read

Investor Education and Protection Fund (IEPF) [Sec 125]

# Investor Education and Protection Fund (IEPF) — Sec 125

The IEPF is a statutory fund established by the Central Government for promoting investor education, awareness and protection.

## A. Sources Credited to the Fund [Sec 125(2) + Rule 3]

### (i) Statutory Credits — Sec 125(2)

#Source
(a)Grants by the Central Government after due appropriation by Parliament
(b)Donations by CG, SG, companies or other institutions for the purposes of the Fund
(c)Amount in the Unpaid Dividend Account transferred under Sec 124(5)
(d)Amount from the General Revenue Account of CG transferred under Sec 205A(5) of the 1956 Act
(e)Amount lying in the IEPF under Sec 205C of the 1956 Act
(f)Interest and other income from investments of the Fund
(g)Amount from disgorgement / disposal of securities seized from wrongdoers under Sec 38(4)
(h)Application money for securities, unclaimed for 7 years from due date
(i)Matured deposits (excluding banking companies), unclaimed for 7 years
(j)Matured debentures, unclaimed for 7 years
(k)Interest on (h) to (j)
(l)Sale proceeds of fractional shares (from bonus, merger, amalgamation) unclaimed for 7 years
(m)Redemption amount of preference shares unclaimed for 7 years
(n)Other prescribed amounts per Rule 3 of IEPF Rules, 2016 (including shares and benefits)

### (ii) Additional Credits under Rule 3, IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016

  • All amounts payable under clauses (a) to (n) of Sec 125(2).
  • Shares under Sec 124(6) where dividends remained unclaimed/unpaid for 7 consecutive years.
  • Any benefits accruing on such shares (bonus, rights, etc.) held by the Authority.
  • Grants, fees and charges received by the Authority.
  • Other sums received by the Authority as decided by CG.
  • All income earned by the Authority.
  • Amounts payable under provisions such as:
  • Sec 10B(3) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970,
  • Sec 10B of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980,
  • Sec 38A(3) of the State Bank of India Act, 1955,
  • Sec 40A of the State Bank of India (Subsidiary Bank) Act, 1959.
  • Any unpaid/unclaimed interest on term deposits and debentures along with the matured amounts.

## B. Utilisation of the Fund [Sec 125(3)]

The Fund may be utilised for:

#Purpose
(a)Refund of unclaimed dividends, matured deposits, matured debentures and application money along with interest
(b)Promotion of investors' education, awareness and protection
(c)Distribution of disgorged amounts among eligible applicants (shareholders, debenture-holders, depositors) based on court orders
(d)Reimbursement of legal expenses incurred in class action suits under Sec 37 and Sec 245 by members, debenture-holders or depositors
(e)Other incidental purposes specified under IEPF Rules, 2016

## C. Claim by Entitled Persons

Any person claiming to be entitled to the amounts referred to in Sec 125(2) may apply to the IEPF Authority for payment, following the prescribed procedure.

## D. IEPF Authority — Constitution & Functioning

### Constitution

The Central Government, by notification, constitutes the IEPF Authority for administration and management of the Fund. It comprises:

  • Chairperson: Secretary, Ministry of Corporate Affairs (ex-officio).
  • Members: Not exceeding 7.
  • CEO: Acts as the Convenor of the Authority.

### Powers and Functioning

ItemDetail
ResourcesCG provides necessary offices, officers, employees and resources (per IEPF Authority Rules, 2016)
RecordsAuthority maintains separate accounts and records in prescribed format, in consultation with C&AG
SpendingAuthority may spend the Fund only for purposes specified in Sec 125(3)
AuditAccounts audited by C&AG of India at specified intervals; audit report submitted annually to the CG
Annual ReportAuthority prepares an annual report for each FY; CG places this report along with C&AG audit report before both Houses of Parliament

## Key Takeaway

IEPF = a parking lot for forgotten investor money + a war chest for investor protection initiatives. Money/shares come in via 7-year inertia; payouts go to genuine claimants, education, and class actions. Governance: MCA Secretary chairs; C&AG audits; Parliament oversees.

Worked example

### Example 1

Example 1 (Credit): XYZ Ltd. had matured debentures of ₹50 lakh that became due for repayment on 1-Jan-2018. As on 1-Jan-2025, ₹2 lakh worth of debentures remain unclaimed. This ₹2 lakh, plus accrued interest, must be transferred to IEPF.

### Example 2

Example 2 (Reclaim from IEPF): Mr. R's shares were transferred to IEPF in 2023. He files Form IEPF-5 with all required documents. After due verification, the IEPF Authority refunds the shares (and any accrued dividend / bonus shares) to Mr. R.

### Example 3

Example 3 (Class action reimbursement): A group of debenture-holders files a class action suit under Sec 245 against the company and incurs legal expenses of ₹15 lakh. Under Sec 125(3)(d), they can apply to IEPF for reimbursement of reasonable legal expenses.

⚠️ Common exam mistakes

  • Treating IEPF as a Central Government revenue fund — it is a dedicated investor-protection fund, separately accounted.
  • Confusing IEPF (Sec 125) with the Unpaid Dividend Account (Sec 124) — UDA is company-level; IEPF is consolidated and government-administered.
  • Forgetting the Chairperson is the Secretary, MCA (not the Secretary, Finance Ministry).
  • Stating max members as 9 or 11 — it is not exceeding 7.
  • Omitting C&AG audit / Parliament tabling — these are key governance safeguards.
Bare-Act text Section 125 · Companies Act, 2013 · click to expand
Section 125(1): The Central Government shall establish a Fund to be called the Investor Education and Protection Fund. (2) There shall be credited to the Fund — (a) the amount given by the Central Government by way of grants after due appropriation made by Parliament by law in this behalf; (b) donations given to the Fund by the Central Government, State Governments, companies or any other institution; (c) the amount in the Unpaid Dividend Account of companies transferred to the Fund under sub-section (5) of section 124; (d) the amount in the general revenue account of the Central Government transferred to that account under sub-section (5) of section 205A of the Companies Act, 1956; (e) the amount lying in the Investor Education and Protection Fund under section 205C of the Companies Act, 1956; (f) the interest or other income received out of investments made from the Fund; (g) the amount received under sub-section (4) of section 38; (h) the application money received by companies for allotment of any securities and due for refund; (i) matured deposits with companies other than banking companies; (j) matured debentures with companies; (k) interest accrued on the amounts referred to in clauses (h) to (j); (l) sale proceeds of fractional shares arising out of issuance of bonus shares, merger and amalgamation for seven or more years; (m) redemption amount of preference shares remaining unpaid or unclaimed for seven or more years; and (n) such other amount as may be prescribed: Provided that no such amount referred to in clauses (h) to (j) shall form part of the Fund unless such amount has remained unclaimed and unpaid for a period of seven years from the date it became due for payment. (3) The Fund shall be utilised for — (a) the refund in respect of unclaimed dividends, matured deposits, matured debentures, the application money due for refund and interest thereon; (b) promotion of investors' education, awareness and protection; (c) distribution of any disgorged amount among eligible and identifiable applicants for shares or debentures, shareholders, debenture-holders or depositors who have suffered losses due to wrong actions by any person, in accordance with the orders made by the Court which had ordered disgorgement; (d) reimbursement of legal expenses incurred in pursuing class action suits under sections 37 and 245 by members, debenture-holders or depositors as may be sanctioned by the Tribunal; and (e) any other purpose incidental thereto, in accordance with such rules as may be prescribed.
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