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
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Folio No. ………………
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I held,
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Inter alia
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……………………(Number)
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Equity Shares of the face value of
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Rs………….
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/-(Rupees……….
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) each in (Company name) , as per details
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below:
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——————————————————————————————————-
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Share Certificate
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No. of Equity
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Distinctive Nos.
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No.(s)
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Shares
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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: [email protected]
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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.
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