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ISSUE OF SHARE CERTIFICATES

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ISSUE OF SHARE CERTIFICATES

Postby kuralla1 » Tue Apr 28, 2009 2:55 pm

Dear All,

Our company is an 'UNLISTED limited' Company wants to issue NEW share certificates in lieu of Old Share certificates to all the existing shares holders.

Please inform what are ther procedural activities involved with it

1. type resolution
2. type of meeting
3. any others

Regards

Ramesh
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Re: ISSUE OF SHARE CERTIFICATES

Postby Hareram » Wed Apr 29, 2009 9:52 am

Dear

In this ony Board Meeting and Board Resolution is required.

Shipra
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Re: ISSUE OF SHARE CERTIFICATES

Postby csritu » Wed Apr 29, 2009 12:38 pm

If for any specific purpose the Company is issuing the NEW sh. Certificate like consolidation/ split etc , the company has to specify the same on the NEW sh. Cerificate i.e." in lieu of ...............".

Secondly, Notice is to be given to all the existing shareholders for intimating them about the Companies proposal for issuing NEW Sh. Cert. and to intimate them that the OLD Sh. Cert. stand cancelled w.e.f. ........Those shares are not tranferable further.This provision you can add in the notice to avoid the Surrendering of OLD sh. Cert. with the Company.

Trust this clarifies.

Regards,
CS Ritu Bhatia
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Re: ISSUE OF SHARE CERTIFICATES

Postby kuralla1 » Thu Apr 30, 2009 11:11 am

Thank you for prompt reply.
Can we put this motion as resolution in the General meeting to issue new share certificates????
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Re: ISSUE OF SHARE CERTIFICATES

Postby sourabhacs » Thu Apr 30, 2009 11:25 am

Hi CS Ritu,

Will u please guide me further that how we will treat the old folio no., old distinctive no., Old Sh. Cert. No. etc. if we issues new NEW share certificates in lieu of Old Share certificates.

Whether the Company will pay again the stamp duty on newly issued share certificates ?
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Re: ISSUE OF SHARE CERTIFICATES

Postby csritu » Thu Apr 30, 2009 12:15 pm

Yes, the Company can pass the same through resolution in general meeting.
1.The Company holds the Board meeting to consider the Notice to be given to the Shareholders.
2.Approve the agenda for printing of New share Certificates,if formate is changed.
3.Agenda for printing & signing of Sh. Certificate etc.
4. Fix the Record date to consider the shareholders who are entitled as per register of members for such issue and intimate the same in the notice also.
5.Hold the Board meeting and Issue the NEW Sh. Certificate accordingly.
As rgd,other details keep the Folio No same as before for respective shareholder but furnish the new dictinctive no's and certificate no in accordance to that and further, for the payment of stamp duty its upon the discretion of Board to pay stamp duty if the new issue is for Consolidation/ split etc.Its not mandatory by the law.

Regards,

CS Ritu Bhatia
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Re: ISSUE OF SHARE CERTIFICATES

Postby sourabhacs » Thu Apr 30, 2009 1:20 pm

Hi CS Ritu,

Thanks a lot for ur guidance and reply. But please suggest me further regarding payment of stamp duty on new share certificates, Whether it is mandatory for Company ?

regards
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Re: ISSUE OF SHARE CERTIFICATES

Postby csritu » Sat May 02, 2009 9:31 am

Yes, to pay the stamp Duty on issue of new Shares Certificate is mandatory but if the Company is issuing the new certificates in lieu of old, in that case there is no need to pay stamp duty.

CS Ritu Bhatia
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Re: ISSUE OF SHARE CERTIFICATES

Postby sourabhacs » Sat May 02, 2009 2:39 pm

Thanks CS Ritu ' Bhatia' for ur reply.

But suppose, in that case, if any member (who has old share certificates) wants to transfer his shares to any person, then whether the Company will make endoresement on the same old share certificate or Company will cancel the old share certificates (by passing a specific resl in this regard)and issue new share certificates to transferee for effecting transfer.
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Re: ISSUE OF SHARE CERTIFICATES

Postby pca » Sat May 02, 2009 4:31 pm

Dear Ramesh,

Why you want to issue new certificates is not clear. In any case, stamp duty has to be paid on all share certificates (whether splitted, duplicate etc.), though the rate of duty may differ in each case. Pl check provisions of your State Stamps Act.

If you are able to collect all old certificates, there is no need to give notice to shareholders. You can cancel old certificates and issue new ones by just passing board resolution. However, folio and distinctive numbers will remain same. Only certificate nos. will change.

Thanks
PC Agrawal
Aurangabad (Maharashtra)
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Re: ISSUE OF SHARE CERTIFICATES

Postby csritu » Mon May 04, 2009 11:53 am

Dear PC Agarwal,

How the Company gets/ Collets the old certificates from the Shareholders without any intimation about the scheme to the respective shareholders. How can the company justify that by pasing Board Resolution the shareholders surrender their old certificate.

Secondly, Its totally on the discretion of the board whether to pay stamp duty on such a change(like Consolidation , split of shares) where the change is as per the decision of the management. Its not the just the normal case of transfer or issue of Duplicate shares.

For rest I agree with you.

Regards,
CS Ritu Bhatia
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Re: ISSUE OF SHARE CERTIFICATES

Postby csritu » Mon May 04, 2009 11:59 am

Mr. Gupta,

As regard your query, I had already cleared that no trf. shl take place on any old certificate. When the company gives that w.e.f............(date) the old certificates stand null and void and issue the new in due course, the transfer would be made effective on new one.

If in any case during the process the company receives the case of transfer by the date near by the " record date" for issue of share certificate , the Company can hold the same transfer to be made effective.

CS Ritu Bhatia
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Re: ISSUE OF SHARE CERTIFICATES

Postby sourabhacs » Wed May 06, 2009 5:35 pm

Hi Ritu,

I could not get u properly. Please give answer in detail.

Regards
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