In our article Issue of Duplicate and Renewal of Shares we have summarized the legal provisions and process to issue duplicate share that is applicable on private and unlisted public companies which have not admitted their shares in depository.
However, the process gets slightly changed in case of listed entities since a listed entity bears more responsibility and higher stake is involved in comparison with unlisted companies.
Provisions for Issue of Duplicate Certificate under Companies Act 2013
Duplicate share Certificate in general terms means to get new certificate when the existing certificate is lost or destroyed, and applicant is not in possession of certificate.
Sub rule 2 and 3 of Rule 6 of Companies (Share Capital and Debenture) Rules 2014 states provision of Issue of Duplicate Certificate.
- Company can issue duplicate certificate with the prior consent of Board and it may charge fees as the Board thinks fit, not exceeding rupees fifty per certificate.
- Company can ask for supporting documents like affidavit, indemnity bond, copy of FIR etc.
- When a certificate is issued in above case, it shall be stated prominently on the face of it and be recorded in the Register maintained for the purpose, that it is “duplicate issued in lieu of share certificate No……”. and the word “duplicate” shall be stamped or printed prominently on the face of the share certificate.
Provisions under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015
Regulation 39 of SEBI (LODR) Regulations 2015 states Issuance of Certificates or Receipts/Letters/Advices for securities and dealing with unclaimed securities.
- The listed entity shall comply with Rule 19(3) of Securities Contract (Regulations)Rules, 1957 in respect of Letter/Advices of Allotment, Acceptance or Rights, transfers, subdivision, consolidation, renewal, exchanges, issuance of duplicates thereof or any other purpose.
- The listed entity shall issue certificates or receipts or advices, as applicable, of subdivision, split, consolidation, renewal, exchanges, endorsements, issuance of duplicates thereof or issuance of new certificates or receipts or advices, as applicable, in cases of loss or old decrepit or worn out certificates or receipts or advices, as applicable within a period of thirty days from the date of such lodgement.
- The listed entity shall submit information regarding loss of share certificates and issue of the duplicate certificates, to the stock exchange within two days of its getting information.
Regulation 20 and Schedule II of SEBI(LODR) Regulations 2015states the role of stakeholders relationship committee.
The role of the committee shall inter-alia include the following:
Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, nonreceipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
Process of Issue of Renewed and Duplicate Share Certificate
Below given is a summarised procedure for Issue of Renewed and Duplicate Share Certificate.
- Application of duplicate issue of shares is communicated to the Company by its Registrar and Share Transfer Agent (RTA).
- Upon receipt of documents, Company shall verify the details mentioned in the application with its record.
- Company should thoroughly check each documents and verify its authenticity like verifying signature of shareholder as in records of Company with signed document submitted with applications.
- In case of any discrepancy Company shall communicate the same to the RTA for further intimation to applicant.
- After proper verification, Company will issue duplicate shares.
- Listed Companies deal the matter of issue of duplicate shares through stakeholders relationship committee meeting, Board Meeting or it may authorise Company Secretary and director to issue certificate as and when required and the same will be noted by committee and board thereafter.
- An application alongwith details of shares and request for issuance of duplicate share certificate.
- Self attested ID and Address proof.
- Affidavit for any change in Name or Address than records saved in Company
- Copy of FIR duly attested by Gazetted officer or Notary Public
- Indemnity Bond
- Signature verification from bank
- Cancelled cheque leaf.
- Self-attested PAN and Address Proof of witness and Surety.
Register of Duplicate Shares
Sub 3 of Rule 6 of Companies (Share Capital and Debenture) Rules 2014 states for maintenance of register of duplicate shares.
- Register of Renewed and Duplicate Share Certificates maintained in Form No.SH.2.
- The register shall be kept at the registered office of the company or at such other place where the Register of Members is kept.
- It shall be preserved permanently.
- It 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 entries made in the Register of Renewed and Duplicate Share Certificates shall be authenticated by the company secretary or such other person as may be authorised by the Board for the purposes of sealing and signing the share certificate
In case of listed entities the probability of fraud is higher thus Company and RTA has to take utmost care to verify that application for issue of duplicate share is made by genuine shareholders.
Companies also have right to instruct RTA to “Stop Transfer” in case any fraud or malaise intention is observed by the Company. Therefore it is necessary for companies to duly follow to process specifies under Companies Act, 2013 , SEBI (LODR) 2015 and other relevant rules.