Issue of share certificate:
The companies (issue of share certificate) rules, 1960 provides that when a company issue any capital, no share certificate shall be issued except:
- In pursuance of a board resolution and;
- on surrender to the company of its letter of allotment or its fractional coupons of requisite value, save in cases of issue against letters of acceptance or or renunciation, or in cases of issue of bonus shares
provided that if the letter of allotment is lost or destroyed the board may impose such reasonable conditions as to evidence and indemnity and the payment of out-of-pocket expenses by the company in investigating evidence as the board thinks fit.
Issue of duplicate share certificate:
Section 84(4) confers the right to obtain the duplicate share certificate when the original certificate is lost or destroyed or has become mutilated and issue of such certificate is governed by rule 4(3) of the companies.
Section 84(2) provides that a certificate may be renewed or duplicate of a certificate may be issued if such certificate is proved to have been lost or destroyed, or having been defaced or mutilated or torn is surrendered to the company.
No share certificate shall be issued either in exchange for those which are sub-divided or consolidated or in replacement of those which are defaced, torn, mutilated or worn out, or where the cages in the reverse of the certificate for recording transfers have been fully utilised, unless:
- the consent of the board is given (in case of loss or destruction of certificate);
- the certificate in lieu of which it is being issued is surrendered to the company and is cancelled;
- payment of fees for issue of duplicate certificate is made by the shareholder (not exceeding Rs.2 per share certificate);
- proper evidence and indemnity to the satisfaction of the company is furnished;
- out-of-pocket expenses estimated to be incurred by the company in investigating the evidence, as the board may think fit, are deposited with the company, in case of lost or stolen share certificates the cost of public notice shall also be borne by the member;
- the words "Duplicate issued in lieu of share certificate no../sub-divided/replaced/lost/consolidation of share (as the case may be)" are rubber stamped on its face and also on the counterfoil. The word duplicate may either be rubber stamped or punched;
- mutilated, defaced or torn certificates surrendered shall be defaced by a cancellation mark and destroyed after three years with the authority of the board.