Procedure ALONG WITH THE formats for issue of duplicate Share Certificate as per Companies Act, 2013- (by CS Divyanshu Sahni)
ARTICLE ON ISSUE OF DUPLICATE SHARE CERTIFICATE FOR LISTED AS WELL AS UNLISTED COMPANY ( BY CS DIVYANSHU SAHNI)
Procedure and formats for issue if duplicate Share Certificate
1. PREFACE
i.
Section 46 of the Companies Act, 2013 read
with Rule 6 of Companies (Share Capital & Debentures) Rules,2014 deals with
the provisions relating to the issue of Duplicate Share Certificates.
ii. Every Company (“the
Company”), proposes to establish a procedure for issuing duplicate share
certificates and to formulate a policy for the same.
2. WHEN THE COMPANY DUPLICATE
SHARE CERTIFICATE MAY BE ISSUED
A
duplicate certificate of shares may be issued, if such certificate — (a)
is proved to have been lost or destroyed; or
(b) has been
defaced, mutilated or torn and is surrendered to the company.
3.
PROCEDURE FOR OBTAINING DUPLICATE SHARE
CERTIFICATE
i. The shareholder has to send the
information about the loss of share Certificates quoting his/her/their folio
number and details of the lost share certificates, if available to the
Company/Registrar & Share Transfer Agents. This application shall state the
full disclosure of the shares for which the duplicate share certificate is
desired.
4. DOCUMENTS REQUIRED FOR ISSUE OF DUPLICATE SHARE CERTIFICATE
Simultaneously, a compliant has to be
lodged with the police regarding loss of share certificates and the below
mentioned documents have to be submitted by the shareholder to the Company:
a)
Request Letter to the Company for Issuing
the Duplicate Share Certificate
b)
Acknowledgment copy of the FIR filed with
the police.
c)
Duly signed Indemnity Bond as per the
format given in Annexure-I for issue of duplicate share certificate, executed
on a Non-Judicial Stamp Paper of Rs.100/- witnessed by two persons.
d)
An Affidavit as per the format given in
Annexure-II executed on a Non-Judicial Stamp Paper of Rs.20/- duly verified in
the presence of First Class Magistrate or a Notary Public.
5.
PUBLICATION OF GENERAL NOTICE IN NEWSPAPER as per LODR
i.
In case of loss of share certificates of
the face value of Rs.10,000/- or more, a general notice shall be published in a
newspaper circulating in the place of the registered office of the company
intimating the public about 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.
ii.
The expenses of the publication of the
general notice shall be borne by the Shareholder.
6.
CONDITIONS FOR ISSUE OF DUPLICATE SHARE
CERTIFICATE
The duplicate share certificate shall be not issued in lieu of
those that are lost or destroyed, without the prior consent of the
Board/Stakeholders Relationship Committee and without payment of such fees as
the Board/Stakeholders Relationship Committee 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, as referred in this Policy.
7.
TIME LIMIT FOR ISSUE OF DUPLICATE SHARE
CERTIFICATE
The
Duplicate Share Certificate shall be issued within fifteen days, from the date
of submission of complete documents with the company.
8. ISSUE
OF DUPLICATE SHARE CERTIFICATE
i. On proper compliance of the above
mentioned formalities from the shareholder, and after expiry of the period
specified in the general notice, if any and if the company does not receive any
objection to its proposal, wherever applicable, the proposal for issue of
duplicate share certificate shall be placed at a meeting of Board or
Stakeholders Relationship Committee.
ii. The proposal shall be approved by way of a
resolution, which will, inter alia, include approval for issue of new
share certificate and shall authorize two directors and Secretary or any other
person specified to sign the share certificate and affix common seal in their
presence.
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 or printed prominently in bold letters on
the face of the share certificate.
9.
REGISTER OF RENEWED & DUPLICATE SHARE
CERTIFICATES
i.
Particulars of duplicate share
certificates issued shall be entered in the Register of Renewed and Duplicate
Share Certificates maintained in Form No.SH.2 as per Companies Act, 2013 and the
rules made there under indicating the name of the person to whom it is issued,
the number and date of the 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.
ii.
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.
iii. All
the entries in the Register shall be authenticated by the Company 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.
10. INTIMATION TO STOCK EXCHANGE
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.
FORMATS OF DOCUMENTS
DOCUMENT NO .1
REQUEST
LETTER FOR ISSUANCE OF DUPLICATE SHARE CERTIFICATE (Shares misplaced/lost by a
transferee)
From:
Date: (Name,
Address & e-mail
ID of
transferee)
To,
COMPANY NAME
ADDRESS OF THE COMPANY
Sub.: Issuance of duplicate share
certificate.
Ref.:
Folio No…………… Cert. No…………… Dist. Nos……………….
No. of shares ………………..
Dear Sir/Madam,
I/we
have purchased the aforementioned equity shares from COMPANY NAME.
I/we
have misplaced/lost the above referred share certificate(s). For issuance of
duplicate share certificate(s) in lieu of the above, I am/we are enclosing
herewith the following documents to enable you to issue the duplicate share
certificate(s) and transfer the same in my/our name:
i Request letter to the company
ii Duly executed and Notarized affidavit
& letter of indemnity in original
iii Original copy/certified copy of FIR
/Police Complaint lodged against the lost/misplaced shares.
iv
Certified
copy of ID and address proof (self attested).
v Certified copy of PAN Card (self
attested). .
Kindly do the needful at the earliest
possible.
Thanking you,
Yours faithfully
Signature of
Shareholder(s)
Annexure-I
INDEMNITY BOND
(To be executed on a
Non-Judicial Stamp Paper of Rs.100/-)
To,
COMPANY NAME
ADDRESS
Folio No. ..................
|
|||
I held,
|
Inter
alia
|
........................(Number)
|
Equity
Shares of the
face value of
|
Rs.............
|
/-(Rupees..........
|
) each in
(Company name) , as per details
|
|
below:
|
|||
-------------------------------------------------------------------------------------------------------
|
|||
Share
Certificate
|
No.
of Equity
|
Distinctive Nos.
|
|
No.(s)
|
Shares
|
||
------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
The Share Certificate(s) in respect of the said shares have
been lost and they are not in my possession. The said Share Certificate(s) was
not accompanied by any blank transfer deed(s) signed by me and that I have not,
nor has any person by my order in any manner disposed of, parted with or,
pledged the said certificate(s) or assigned my interest therein or any part
thereof to any person. I am the sole and absolute owner of the shares covered
by the said share certificate(s) and shall cause the same to be surrendered to
the company, if and when the same is/are found.
I,
therefore request to issue a duplicate of the said Share Certificate(s).
In consideration of the Company so doing, I do hereby indemnify
the Company and bind myself, my heirs, executors and administrators to pay all
claims, charges, costs, damages, demands, expenses and losses, which the said
Company, may sustain, incur or be liable for in consequence of having issued
duplicate certificate(s) at my above said request.
The company may realize the said claims,
charges, costs, damages, demands, expenses and losses from me personally or my
heirs, executors or administrators or my properties as the case may be.
IN
WITNESS WHEREOF I have signed this ............th day of ................. .
Place:
SIGNATURE
Witness
No. 1
Name
in Block Letters:
Full
Address:
Signature:
Witness
No.2
Name
in Block Letters:
Full
Address:
Signature:
DOCUMENT NO 3
Annexure-II
AFFIDAVIT FOR
DUPLICATE CERTIFICATE
(To be executed on a
Non-Judicial Stamp Paper of Rs.20/- and to be notorized)
Folio No
..............
I,
.......................................(Name of
Shareholder), Son/Daughter of
........................
residing
at .............................., do solemnly and sincerely swear and state as
under:
1. That
..................(Number)
Equity shares of
Rs. 10/- each
having Distinctive
Nos. ..............................are registered
in my name
in the books
of Company Name
2.
That share certificate(s) No. ......................... were issued to me by
the company for
the
said shares.
3. That
the said share certificate(s) covering the said share(s) have been lost and
they are not in my possession.
4. That
I have not transferred the said share(s) or any of them in favour of any other
person and I have not executed any instrument of transfer for the said share(s)
in favour of any person.
5. I
therefore request M/s. Company name, to issue duplicate shares in lieu of the
original share certificates for the aforesaid shares
VERIFICATION
I
solemnly verify that the facts stated above are true and that nothing material
has been concealed.
Place:
Date:
DEPONENT
CS DIVYANSHU SAHNI
COMPANY SECRETARY
SPICE GROUP
Mob: 9871027426
SPICE GROUP
Mob: 9871027426
Email: divyanshu.sahni@yahoo.in
FBpage: https://www.facebook.com/CS.LawUpdate/?fref=t
While every effort has been made to ensure the accuracy of this publication, it is not intended to provide legal advice as individual situations will differ and should be discussed with an expert and/or lawyer. For specific technical or legal advice on the information provided and related topics, please contact the author.
For Publising any article at www.csdivyanshusahni.com .Please mail us a word copy of the same at divyanshu.sahni@yahoo.in
Procedure ALONG WITH THE formats for issue of duplicate Share Certificate as per Companies Act, 2013- (by CS Divyanshu Sahni)
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