Procedure for of Issue of Duplicate Share Certificate.
Kamini Gupta
Dear All,
Aishwarya
1. The Company Secretary shall get from the shareholder an indemnity bond, surety bond, copy of the FIR filed with the police and such other evidence as may be prescribed by the Board of directors for consideration of such request. Bank or insurance guarantee may also be required.
2. It is usual to publish a general notice in a newspaper in the place of the registered office intimating the public of the loss of the share certificate and of the company's proposal to consider issue of a duplicate share certificate, in lieu of the one that is lost, in case no objection is received by the company within a prescribed time.
Absence of response to unauthorised issuance of advertisements in newspapers cannot make the issue of duplicate share certificates valid or proper, particularly when the registered shareholder is alive at the time and the company is considering the application for registration of transfer of shares by him. [Pradip Kumar Sarkar v Luxmi Tea Co. Ltd. (1990)
3. The cost of the publication of the general notice is normally borne by the shareholder.
4. In the case of the smallness of value of the shares for which a duplicate share certificate is desired, the Board may, at its discretion, dispense with the costly procedure of publication of general notice and may be satisfied with the execution of an indemnity and surety bond and production of other evidence by the shareholder to establish the fact the share certificate has actually been lost.
5. On receipt of compliance of the formalities, as required by the Board or Committee thereof, from the shareholder, and after expiry of the period specified in the general notice, and if the company does not receive any objection to its proposal, wherever applicable, the proposal for issue of duplicate share certificate will be placed at a meeting of Board or Committee.
6. If the proposal is approved, such approval will be by way of a resolution, which will, inter alia, include approval for issue of new share certificate and will authorise two directors and Secretary or other person specified to sign the share certificate and affix common seal in their presence.
7. The following words shall be written on the face of the duplicate share certificate "Duplicate issued in lieu of share certificate No..." and the word "Duplicate" will be stamped in bold letters across the face of the share certificate.
8. Particulars of duplicate share certificates issued will be entered in the Register of Renewed and Duplicate Share Certificates indicating the name of the person to whom it is issued, the number and date of the new share certificate.
9. The issue of duplicate share certificate will also be entered in the Register of members and the ledger folio of the concerned member indicated in "Remarks" column of the said Register of Duplicate Share Certificates.
10. Intimation shall also be given to all stock exchanges where the shares of the company are listed regarding issue of duplicate share certificate and cancellation of old share certificate.
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AISHWARYA L.LB CS
CS NIMESH KUMAR
Kamini Gupta
shankar shankar
Cethar Energy Limited, Trichy.
puja Garg
Kamini Gupta
shankar shankar
Kamini Gupta
Kamini Gupta
Rudra Alok
[1] As per Section 84(2) -- a duplicate certificate may be issued if such the original certificate is proved to –
· have been lost, or
· destroyed, or
· having been defaced or mutilated or torn, is surrendered to the company.
[ 2] No duplicate shares certificate shall be issued in lieu of the original without the prior consent of the Board or Committee of directors and without payment of such fees, if any, not exceeding Rs. 2 and on such reasonable terms, if any, as to evidence and indemnity and the payment of out of pocket expenses incurred by the company in investigating evidence as the Board or the Committee thinks fit.
Comment: Kindly note ----- “on such reasonable terms, if any as to evidence and indemnity and the payment of out of pocket expenses ……….” is as per discretion of the Board. However, as a general practice the Board/Committee demands for copy of FIR / Indemnity Bond, etc.
[3] In case of large companies or, large holdings generally, a public notice of loss of original certificate and intention to issue duplicate certificate is published in newspapers. The expenses of the notice are ordinarily to be borne by the shareholder.
Comment: Public notice is not compulsory. However, again as a general practice the same is published in newspapers and expenses of the same are ordinarily borne by the shareholder.
[4] The Shareholer also has to execute an indemnity bond in favour of the company. It should be noted that the requirements as to public notice, indemnity bond, etc. are left to the discretion of the Board or the committee of directors. Therefore, in appropriate cases, such as, small holding, private companies, etc. these requirements may be relaxed or dispensed with.
[5] The discretion is absolute with which the Court would not interfere, where there is no question of mala fides.
Comment: Just the overcome the question of mala fides, as a general practice Board resort to go for public notice, indemnity bond, etc.
[6] In each case of issue of duplicate share certificate a prior resolution of the Board or a Committee of directors is essential.
Comment: Before issue of duplicate share certificate – ensure prior Board/Committee Resolution.
[7] On every duplicate certificate issued and against the stub or counterfoil it shall be stated that it is a "duplicate issued in lieu of share certificate No.....". Further, the word "duplicate" shall be stamped or punched in bold letters across the face of the share certificate.
[8] A register to be called 'Register of Renewed and Duplicate Certificates' shall be maintained to enter therein the following particulars --
|
(i) |
name(s) of the person(s) to whom the certificate is issued; |
|
(ii) |
the number and date of the original certificate; |
|
(iii) |
the necessary changes indicated in the Register of Members by suitable cross reference in the 'Remarks' column. |
[9] All entries in the register shall be authenticated by the Secretary or some other person duly authorized by the Board or the Committee of directors for the purpose of sealing and signing the share certificate.
Secretarial Practice (Ensure the following)
1. A written application from the concerned shareholder stating full disclosure of the shares for which duplicate share certificate is desired.
2. An affidavit on stamp paper of requisite value
3. An indemnity on the stamp paper of requisite value. (if the Board/Committee thinks fit)
4. Public Notice – (if Board/Committee thinks fit).
5. Resolution of the Board / Committee authorizing issue of duplicate share certificate – covering aspects of point [2] and [9]
6. Chagres as per point [2] above – first part.
7. Compliance of point [7] above – first part.
8. Entry in the register – as per point [8] above – first part.
Once again I am thanking for such a wonderful reply.
Thanks & regards,
-------------------------
A Alok
Kamini Gupta
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