Company law query about rectification of register of members

Dear Friend your statement it shows that 2 years has already passed from that incident. Now this situation cannot be rectified as the allotment was made in the name of that particular person, and the information thereof is already been filed with the ROC,IT DEPTT. via annual return, board report, auditors report etc. In my opinion, what about the transfer of shares by mr x to the company, check your articles and other terms and conditions.

Hi Parashar

But in the year 2010 before the first AGM M/s A Ltd. further made an investment of Rs. 10 Lacs more and in annual return we have mentioned their total shareholding i.e. Rs. 15 Lacs in the name of M/s A Ltd.further as per our articles our company can not allot shares to an individual.Even in the records we have also mentioned that Mr. X authorised signatory of M/s A Ltd. but at the time of issuance of shares the Company has wrongly mentioned the name on share certificate and issue the same in the name of Mr. A

Ok Kavita, it means the  problem is with the share certificate only. other things are regularised. Then Hold a Board meeting discuss the issue with the directors and issue duplicate share certificate and cancell the earlier certificates, kindly check the company share certificate Rules. 1960 and also the Articles of Association.

Yes Parashar, i think now u understand my problem exactly.Problem is only with the share certificate but can it be possible to issue the duplicate share certificate without mentioning the same in Board meeting.I know that for issuing Duplicate share certificate we have conduct Board Meeting but can you have another option apart from this.

No kavita, I in my opinion the legal and correct way is only to go by the above procedure only. i know it is bit difficult but it is better to face difficulty at that time only rather after the post mortem  of the matter, i think you got exactly what i mean to say. thanks for sharing

Thanks Parashar i got your point,thanks again for your valuable opinion.

 

Dear Parashar, Does company again has to pay stamp duty on issue of duplicate share certificate or stamp duty paid on original share certificate which is proposed to be cancelled in enough. Also let me know how we are going to write the fact of stamp duty paid details on duplicate share certificate. What is the procedure you are following for payment of stamp duty. whether you are getting franking on share certificates itself for the amount of duty paid OR else getting franking on some other paper and writing the fact of payment of consolidated stamp duty with date of payment on share certificates. I trust my query is clear legible to you.

Dear Neha, law for payment of stamp duty differs from State to State so it depends on the State to which your company belongs to.

The new share certificate will bear on its face "CANCELLED" "DUPLICATE SHARE CERTIFICATE NO......DATED......ISSUED IN LIE".

Regarding the fact for payment of stamp duty:The Company is required to keep a separate"register of renewed and duplicate certifiates"which must contain all the relevant details of the old and nre share certificates.

I trust this could have cleared some of your doubts as I am also a novice not an expert.

Thanks for sharing

Dear Parashar, I agree that law for payment of stamp duty differs from State to State. Basically my query pertains to how stamp duty on allotment i.e. issue of share certificate should be paid ? whether you are getting franking on share certificates itself for the amount of duty paid OR else getting franking on some other paper and writing the fact of payment of consolidated stamp duty with date of payment on share certificates. I am basically asking practical approach. Regards, Neha