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Issue of single share certificate against consolidated holdi

akansha (CS) (59 Points)

28 July 2012

Respected Professional Colleagues,

I just want to clarify whether a Pvt Company can issue single Share Certificate to its Directors for the total shareholdings they have till date. If yes, then how will new Distinctive numbers be allotted in lieu of old ones. Please note that many internal share transfers were recorded in the past therefore, distintictive numbers are not in order. please reply.

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15 Replies

Kamal Lahoty (Practising Company Secretary) (274 Points)
Replied 28 July 2012

Hi Akansha,

You can very well issue a consolidated Share Certificate by mentioning the different distinctive Nos whether distintictive numbers are in order or not. Pls note that the ledger folio of all the shares Certificate belonging to a member/director should be same.

Regards,

Kamal

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 30 July 2012

Yes a company may issue consolidate shares for the number of shares issued to a single person. Even it can consolidate holdings in different folios of simillar person.

For this proper recording in register of members is to be done and new consolidate share certificate shall bring the remark "CONSOLIDATE SHARE CERTIFICATE".

Different distinctive numbers may be written on the share certificate or annexure can also be annexed with the certificate bearing the distinctive numbers

akansha (CS) (59 Points)
Replied 30 July 2012

Thanks for the reply. Ankurji please clarify "Different distinctive numbers may be written on the share certificate or annexure can also be annexed with the certificate bearing the distinctive numbers"

Suppose, Mr. A holding 1,00,000 shares. Can a single share certificate bearing distinctive nos. 1 to 100000 be issued under the same folio. If yes, then please tell me the complete secretarial procedure in this respect.

Thanks,

Akansha.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 31 July 2012

Yes the share certificate may bring Distinctive Numbers form 1 to 100000

IN case the distinctive numbers are different it can also be consolidate as under:

1 to 10000

10001 to 20000

51000 to 60000

91000 to 100000

On request of shareholder, you need to issue a fresh consolidate share certificate and properly record it in the register of members.

Noting of the same is to be done in the Board or Committee Minutes.

akansha (CS) (59 Points)
Replied 01 August 2012

ok thanks.

sravanthi (company secretary) (31 Points)
Replied 27 August 2012

Respected professionals,

could you please give me clarity whether consolidation involves increase in par value of the shares or is it just combining number of shares into single share without any change in par value.. please reply at the earliest

akansha (CS) (59 Points)
Replied 28 August 2012

Dear Sravanthi,

Consolidation involves only combining of number of share certificates into one. No change in the par value.

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sravanthi (company secretary) (31 Points)
Replied 28 August 2012

thanks akansha

can a company issue the new consolidated shares with new distinctive numbers in lieu of old numbers or the distinctive numbers should be the same as old ones?

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 28 August 2012

Consolidation of share means issuance of single certificate in lieu of number of certificates. The number of shares distinctive numbers and everyting remain same.

Sushant Kumar Dehury (Company Secretary) (22 Points)
Replied 05 August 2016

Dear Ankur Sir

Suppose Mr. X holding 1,00,000 shares with different distinctive number in a unlisted Public Company, can a single share certificate bearing 1 to 1,00,000 be issued under the folio of Mr. X? If yes then plz tell me the secretarial procedure.

Its urgent.

P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 05 August 2016

Sec.45 reads as : "Every share in a company aving a share capital shall be distinguished by its distinctive number ...."

I do not see any issue in giving fresh distinctive numbers to shares in continuation if you follow following procedure:

- Get back share certificates from ALL shareholders with a request to issue new certificates

- Pass Board resolution for cancellation of old certificates and issue of new certificates with distinctive numbers in continuation

- Cancel ALL old certificates and issue new certificates giving reference of old certificates in exchange of which new certifictes are issued

- Make entry of new certificates in register of members

You have to ensure that all shareholders return their share certifictes and see that same distinctive numbers are not given to two shareholders. Section 45 does not prohibit this procedure.