How to issue duplicate shares certificate as per New Companies Act - 2013

[Rajesh Gupta]

Dear Members,

Could anybody tell procedure about issue of duplicate shares certificate as per New Companies Act - 2013.

Thank You
Regards

K. Rajesh
Manager (Legal & Secretarial)

Reasoning Global eApplications Pvt Ltd

8-2-293/82/A/1244, Plot No. 1244, Near Jubliee Hills Check Post, 

Road No 36, Jubliee Hills, Hyderabad - 500033. A.P

Land Line: 040 4443 0000 Ext - 243

Voice: 9246264226

[csyogan .]

extracts of the Act & Rules with respect to Duplicate Share Certificate are as follows :

S.46(2) A duplicate certificate of shares may be issued, if such certificate —

(a) is proved to have been lost or destroyed

 

S.46(3) Notwithstanding anything contained in the articles of a company, the manner of issue of a certificate of shares or the duplicate thereof, the form of such certificate, the particulars to be entered in the register of members and other matters shall be such as may be prescribed

 

S.46(5) If a company with intent to defraud issues a duplicate certificate of shares, the company shall be punishable with fine which shall not be less than five times the face value of the shares involved in the issue of the duplicate certificate but which may extend to ten times the face value of such shares or rupees ten crores whichever is higher and every officer of the company who is in default shall be liable for action under section 447.

 

Rule 6(2)(a) The duplicate share certificate shall be not issued in lieu of those that are lost or destroyed, without the prior consent of the Board and without payment of such fees as the Board thinks fit, not exceeding rupees fifty per certificate and on such reasonable terms, such as furnishing supporting evidence and indemnity and the payment of out-of-pocket expenses incurred by the company in investigating the evidence produced : (b) Where a certificate is issued in any of the circumstances specified in this sub-rule, it shall be stated prominently on the face of it and be recorded in the Register maintained for the purpose, that it is “duplicate issued in lieu of share certificate No......”. and the word “duplicate” shall be stamped or printed prominently on the face of the share certificate: (c) In case unlisted companies, the duplicate share certificates shall be issued within a period of three months

 

Rule 6(3)(a) The particulars of every share certificate issued in accordance with sub-rules (1) and (2) shall be entered forthwith in a Register of Renewed and Duplicate Share Certificates maintained in Form No.SH.2 indicating against the name(s) of the person(s) to whom the certificate is issued, the number and date of issue of the share certificate in lieu of which the new certificate is issued, and the necessary changes indicated in the Register of Members by suitable cross-references in the “Remarks” column.

 

Rule 6(3)(b) The register shall be kept at the registered office of the company or at such other place where the Register of Members is kept and it shall be preserved permanently and shall be kept in the custody of the company secretary of the company or any other person authorized by the Board for the purpose.

 

Rule 6(3)(c) All entries made in the Register of Renewed and Duplicate Share Certificates shall be authenticated by the company secretary or such other person as may be authorised by the Board for the purposes of sealing and signing the share certificate under the provisions of sub-rule (3) of rule 5.

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