ISSUE OF DUPLICATE SHARE CERTIFICATES IN LIEU OF LOST SHARE CERTIFICATES*

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Calvin Allen
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1 C H A P T E R 65 ISSUE OF DUPLICATE SHARE CERTIFICATES IN LIEU OF LOST SHARE CERTIFICATES* 65.1 Background note When a shareholder lost his share certificate, he may apply to the company for issue of duplicate share certificate. Since the risk involved in issue of duplicate share certificate is more, some special precautions need to be taken before issuing share certificates. The procedure to be followed in connection with the issue of duplicate share certificates which have been reported lost or destroyed is given below: 65.2 Obtaining evidence On receipt of the intimation from the shareholder regarding loss or destruction of share certificate, proper evidence like police complaint made in case of alleged theft should be obtained Publication of advertisement An advertisement (Annex 65.1) regarding loss of share certificate and issue of duplicate share certificate should be published in a leading newspaper circulating in the district in which the registered office of the company is situated. *RELEVANT PROVISIONS : Companies Act, 1956 : Sections 53, 84, 113. Companies (Issue of Share Certificates) Rules, Standard Listing Agreement. Depositories Act, Company Law Board (Fees on Applications and Petitions) Rules, APPLICABILITY : COMPANIES HAVING SHARE CAPITAL. NON-APPLICABILITY : SHARE HELD IN DEMATERIALISED FORMAT.

2 Recovery of cost of advertisement The cost of such advertisement may be recovered from the shareholder Waiver of Advertisement The Board of Directors may waive the requirement of advertisement in the case of small investors holding less than the prescribed market value of shares Abesence of response alone not sufficient Absence of response to unauthorised issuance of advertisement 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] 67 Comp. Cas. 491 (Cal.) Execution of indemnity bond An indemnity bond should be obtained from the shareholder to protect the interests of the company Board resolution If the Board is satisfied with the genunity of application, Board Resolution (Annex 65.2) should be passed for approving the issue of duplicate share certificate Endorsement on the duplicate share certificate The share certificate should contain an endorsement on the face of the duplicate share certificate and against the stub or counterfoil to the effect that Duplicate issued in lieu of share certificate No... The word Duplicate should be punched in bold letters in the middle of the share certificate Issue of share certificate The duplicate share certificate duly stamped and signed should be issued to the shareholder Entry in registers The particulars of share certificates issued should be entered in the Register of Renewed and Duplicate Share Certificate indicating against the name(s) of the person(s) to whom the certificate is issued, the number and date of issue of share certificate in lieu of which the new certificate is issued and the necessary changes indicated in the Register of Members by suitable cross reference in the remarks column.

3 Authentication of entries The entries shall be authenticated by the secretary or such other person who has been authorised to sign and seal the certificate Special requirements relating to listed companies A listed public company should comply with the following requirements: Adequate number of share certificates to be kept Sufficient number of share certificates should be kept to meet the demands for transfer, sub-division, consolidation and renewal Time limit Duplicate share certificates should be issued within six weeks from the date of notification of loss and execution of proper indemnity Intimation regarding loss of share certificte to stock exchange(s) Intimation should be sent to the stock exchanges regarding loss of share certificate as reported by the shareholder specifying the distinctive number of shares. This information should be furnished both by way of floppy disks and printed details within 48 hours of receipt of intimation Fees No fee shall be charged for issue of share certificates in lieu of those which are torn, defaced, lost or destroyed Intimation regarding issue of duplicate share certificate to stock exchanges Intimation regarding issue of duplicate share certificate should be sent to the stock exchanges Secretarial Compliance Certificate In the case of companies having a paid-up capital of Rs. 10 lakhs or more but less than Rs. 2 crores, the secretarial compliance certificate obtained from the practising Company Secretary shall affirm compliance with the provisions relating to delivery or share certificates in lieu of the ones which have been lost.

4 ANNEX 65.1 (Refer Para 65.3) ADVERTISEMENT FOR ISSUE OF DUPLICATE SHARE CERTIFICATE NOTICE OF LOSS OF SHARE CERTIFICATE AND ISSUE OF DUPLICATE SHARE CERTIFICATE IN LIEU THEREOF XYZ INDUSTRIES LTD. REGISTERED OFFICE 111, MOUNT ROAD, MADRAS Notice is hereby given that the Company has been informed that the original share certificate(s) No.... for... [equity] shares bearing distinctive Nos....to...standing in the name of...is reported to have been lost/destroyed/misplaced and not traceable. The Board of Directors will proceed to issue duplicate share certificate in lieu of the said certificate if no objection is received within...days of the publication of this Notice. Dated... By order of the Board for XYZ INDUSTRIES LTD.... Secretary

5 ANNEX 65.2 (Refer Para 65.5) BOARD RESOLUTION FOR ISSUE OF DUPLICATE SHARE CERTIFICATE RESOLVED that whereas the Company has received from Mr.... a request for the issue of a duplicate share certificate(s) in lieu of original certificate(s) [allotment letter reported to have been lost], and whereas the said shareholder has executed an indemnity bond in favour of the Company and a notice of such loss has been advertised in the newspaper, a duplicate certificate for...shares of Rs....each numbered...to...(both inclusive) be issued to said person in lieu of original Certificate No....under the common seal of the Company to be affixed in the presence of any two Directors.

THE COMPANIES ACT 1985 THE COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION BOOKER GROUP PLC. Incorporated on 4 June 2004

Company No. 05145685 THE COMPANIES ACT 1985 THE COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF BOOKER GROUP PLC Incorporated on 4 June 2004 as adopted by special resolution