Is it mandatory to demand a copy of FIR from the shareholder for issuance of deplicate share certificate in case of a unlisted public limited company. If yes, under which section or rule. Is it sufficient, if a sharehoder is ready to give only an affidavit and ideminity bond.
Company Secretary and Compliance Officer
[ Scorecard : 103548]
Posted On 17 February 2010 at 16:20
For issuing Duplicate share certificate to the shareholders on their request it is very important to collect undertaking cum indemnity from them.
Especially for a Listed company it is really necessary to collect the undertaking above. It is advisable to process the request of shareholder only after collecting the undertaking to avoid any future problem.
Company Secretary and Compliance Officer
[ Scorecard : 103548]
Posted On 17 February 2010 at 16:25
FIR is not a mandatory requirement for issuing duplicate share certificate.
Standard Procedure for issuance of duplicate share certificates
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.
Yes Ankur ji is absolutely right, Indemnity and affidavit is necessary but the Copies of FIR and Public notice either or both may be ignored.
"No duplicate share certificate shall be issued in lieu of those that are lost or destroyed, without the prior consent of the Board or without payment of such fees, if any, not exceeding Rs. 2 and on such reasonalbe terms, if any, as to evidence and indemnity and the payment of out of pocket expenses incurred by the company in investingating evidence, as the Board thinks fit."
I have a couple of questions and would be delighted if any of our forum members can respond:
1. "The Company Secretary shall get from the shareholder an indemnity bond, surety bond" - What should be the value of the indemnity bond - a percentage of the book value of the shares or the market value?
2. What is the cost of "Bank or insurance guarantee may also be required"
The case is :
The Company's status has been changed from private limited Company to
Public Limited Company.At present company has 100 share certficates in
the name private limited Company.
Now the SHs want the share certificates with effect of name change.
Now the Company wants to issue fresh Share certifictae in the new name.
my FIRST query is this if the company issues fresh certificate with
Limited name..then what will be issuing date:1. The original Issue
date and the seal
2.The date when we are givinfg
fresh certfiiacte in new name
my 2nd Query is if in old certficates we have some certifiactes with
transfers like originally issued to mr. X in 2005, transferred to mr.
Y in year 2008 further transferred to mr. z in year 2009 ...now the
new share certfiicate will be issued in the year 2011.
whose name will be on the front and back of the certificate, Mr. X or
Mr. Y or Mr. Z
if such certficates are issued what we call them replacement of fresh issue.
In such cases how the orginal certficates will be treated like..will
we mention cancelled or will do nothing except issue of new certficate
In such cases how the new certificates will be traeted like...will we
right at bottom issued in replacement of old certficates with due
effects of name c hange with 1 Rs. revenue Stamp. or we will affix a
seal on the limited name showing that the Company's name has been
changed w.e.f. ....date.
Please tell me after spliting of share certificates into new Share Certificates, Can a company Destroy the old certificate or is there any statutory requirement to maintain the shares. if so what is the minimum time for maintainance of such old / original share certificates???