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CA Intermediate · Corporate and Other Laws · Share Capital and Debentures

Anita holds 1,000 fully paid equity shares of Sundaram Engineering Ltd, a public company. She lost the share certificate in a fire and applies for a duplicate. The company wants to issue it only after the board resolves and Anita completes formalities. Which statement correctly reflects the law?

A duplicate share certificate can be issued only when the original is proved lost or destroyed, or is surrendered if defaced or mutilated, and the prescribed procedure is followed. It needs no Tribunal order, and an oral request alone is not enough.

  1. AA duplicate may be issued only on a Tribunal order
  2. BA duplicate certificate may be issued only if the original is proved lost or destroyed, or is defaced or mutilated, and prescribed procedure is followedCorrect
  3. CThe company must issue a duplicate on a simple oral request by the shareholder
  4. DA duplicate can never be issued; only the shares can be transferred to a new folio

Explanation

The Act permits a duplicate certificate only where the original is proved to have been lost or destroyed, or, if defaced, mutilated or torn, is surrendered to the company. It must be issued on the prescribed terms and be marked as duplicate. No Tribunal order is needed, and an oral request is insufficient.

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