Procedure for Issuance of Duplicate Share Certificate

Soumya Bajpai

27 May, 2022

The Section 46 of the Companies Act, 2013 read with Rule 6 of Companies (Share Capital & Debentures) Rules, 2014 deals with the provisions related to issue of the Duplicate Share Certificate. The company can propose to establish a procedure for issuing duplicate share certificate and to formulate a policy for the same.

Conditions where Duplicate Share Certificate can be issued

A duplicate certificate of shares can be issued, if such certificate —

• It is proved that have been lost or destroyed, or
• It has been defaced, mutilated or torn and is surrendered to the company.

Procedure For Obtaining Duplicate Share Certificate

The Shareholder to needs follow the procedure and submit the required documents for obtaining duplicate share certificates in case the share certificate is defaced or mutilated or torn or lost or destroyed.  The shareholder has to inform about the loss of share certificates quoting his folio number and complete details of the lost share certificates, if available to the Company/Registrar and Share Transfer Agents. This application must state the full disclosure of the shares for which the duplicate share certificate is desired to be issued. In case to issue of duplicate share certificate the following procedure needs to be complies with for issue of Duplicate share certificate in lieu of original certificate reported misplaced.

• Lodging of Compliant– Lodge a complaint with the nearest police station regarding loss of share certificates mentioning your name, Folio No., Share Certificate No. and Distinctive No. of the shares and submit the acknowledgement copy of FIR bearing the seal of Police Authorities with the Company. The copy of that must be duly attested by either first class magistrate or Notary or acknowledged Police complainant. In case the complaint/FIR is in regional language, then a copy of the true translation of the same must be in English duly notarized by a Notary Public should be submitted along with the FIR.

• Request Letter – Forward the duly signed letter requesting for issue of duplicate share certificate by mentioning the Folio Number and complete details of the shares & share certificate. Request letter duly signed by share holder’s for issue of duplicate share certificate. However, Shareholder is requested to do a diligent search to trace the share certificates at his end and to avoid issue of duplicate share certificate which is time consuming and expensive.

• Newspaper advertisement– Notice/advertisement containing details of lost share certificate are to be published in a newspaper and the same copy of the newspaper advertisement is required to be sent to the Company. If the company requires saving upon the cost of advertisement, then it can combine say 4-5 cases and distribute the cost amongst all the shareholders. But in need of urgency, single advertisement can also be issued at the applicant’s cost. In case of there is a loss of share certificates valuing Rs.10, 000 or more, a general notice must be published in a newspaper circulating in the place of the registered office of the company intimating the public about the loss of such share certificate. Thereafter the company proposes to consider issue of a duplicate share certificate, in lieu of the one that is lost, if there is no objection is received by the company within a prescribed time. The expenses of publishing the general notice have to be borne by a Shareholder.

• Execution of Indemnity Bond and Affidavit – Execute Indemnity Bond & Affidavit on Non judicial stamp paper to be purchased only in the name of the shareholder of the value of Rs. 100 and Rs. 20 duly attested by Notary Public/Special Executive Magistrate with appropriate stamps & seal affixed along with the registration number. The detail such as Folio No., Certificate No. and Distinctive No. of shares needs to be mentioned in the Indemnity Bond and in Affidavit. All the pages there in the Indemnity Bond and Affidavit shall be signed by the shareholder and any correction in the document requires initial of the executors. Affidavit should be attested by notary with appropriate notaries stamps affixed together with the seal and the registration number of the notary.

• Proof of Identity & Proof of Residence– The copy required of PAN card for Proof of Identity and any of the following Proof of Residence viz., Electricity Bill/Telephone Bill/Water/ Bill/ Ration Card/Pass Port/Driving License duly attested by Notary/Gazette officer. Shareholder’s proof of residence like Electricity Bill/Telephone Bill/Water Bill/Ration Card duly attested by notary/gazette officer. Surety Form along with the copy of Pan Card and Income proof duly attested and surety must be signed by other than family member.

• Proof of identity of Surety– There is a requirement of copy of Pan card or Passport or Driving License and other such supporting documents like salary certificate or pay slip or copy of latest Assessment Order passed by Income Tax authorities or Proposed Valuation Report issued by Revenue Authorities or Municipal Authorities or Secretary of Gram Panchayat which has to be duly attested by Notary or Gazette officer must be submitted. The surety’s income should not be less than the market value of present Shares

• Witness identification– Witness full name, address and signature of the witnesses and sureties should be mentioned in the Indemnity Bond. Surety Form is to be filled by the person who has signed as surety in the Indemnity Bond.

While sending the documents there must be mention of the telephone or mobile number/Email ID in your covering letter to enable us contact you for any further requirement. Further, RTA shall mark the stop instruction in our records against the subject shares on receipt of FIR copy duly attested from you. This may please be sent on priority as the shares if received during the intervening period will be processed without any notice to the Shareholder.

All the above documents should bear the signature of the executor i.e. registered Shareholders. Incomplete documents will be not considered and are subject to rejection. It is not applicable in case share certificate is present. In such cases, Share Certificate in lieu of which duplicate share certificate is requested should be returned to the Company/Registrar & Share Transfer Agent.

Criteria For Issue Of Duplicate Share Certificate

The duplicate share certificate must not be issued in lieu of those that are lost or destroyed, without any prior consent of the Board/Stakeholders Relationship Committee or without payment of such fees as the Board/Stakeholders Relationship Committee thinks fit. It should not exceeds to Rs. 50 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.

Time Duration For Issue Of Duplicate Share Certificate

The Duplicate Share Certificate must be issued within 15 days, from the date of submission of complete documents with the company.

Issue Of Duplicate Share Certificate

• On proper compliance of the formalities, a shareholder 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 must be placed at a meeting of Board or Stakeholders Relationship Committee.
• 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 has to be written upon 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.

Intimation To Stock Exchange

Intimation must be also 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.

Register Of Renewed & Duplicate Share Certificates

• 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.
• 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.
• 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.

Conclusion

The Share Certificate is a true evidence of Shareholder ownership of the Share. In case of loss or misplacement of Share Certificate and for avoidance of any financial loss to the Company and Shareholders, a duplicate share certificate is required. The Issue of Duplicate Share Certificate must be done in case of lost or misplaced. The process of Issue of Share Certificate is not lengthy but its long lasting.