CS Knowledge Platform-Ravi Garg: Procedure of Transmission of Shares

Section 56 of Companies Act, 2013:

Procedure of Transmission of Shares

Step 1

The survivor in case of joint holding or legal heir, as the case may be, who wants transmission by operation of law in his/her favour, shall file a simple application with the Company with the following documents.

· Transmission form

· Death certificate

· Succession certificate (if value of Shares is more than Rs 2 Lakh)

· Probate, (or Indemnity Bond- by all claimant)

· NOC from other legal heirs

· Letter of surety

Step 2

The company shall verify the documents submitted with transmission request.

Step 3

In case all the documents are in order, hold and convene Board meeting to approve the transmission request and register the shares in the name of the survivor or legal heir as the case may be.

Step 4

In case documents are not in order, the company shall within thirty (30) days, from the date on which the intimation of transmission is delivered to the company, communicate the refusal of transmission to the concerned person.

Note: Dividend declared before the death of the shareholder will be payable to legal representative but dividend declared after the death of a member can be paid to him only after registration of his name and till that period it has to be kept in abeyance.

DRAFT DOCUMENTS

Transmission Form Annexure-I

___________________________

___________________________

I/We, the undersigned being the #

Executor(s) of the Will Legal heir(s)

Administrator(s) of the Estate Joint Holder(s)

Successor(s) to the Estate Nominee

of Mr./Ms. __________________, the deceased, who died intestate or of which nomination/ probate/ letter of administration/ succession certificate was duly granted to me/us*, on the ___ day of ______________, 20___, hereby request you to register me/us as the holder of the shares standing registered in the name of the said deceased in the Register of Members of the Company, under the following details:

Folio No.	Certificate No(s).	No. of Shares	Distinctive Nos.

I/We give hereby submit the following documents to support my claim for the said shares:#

Death Certificate Indemnity Bond

Succession Certificate Affidavit

Probate of the Will Letter of Surety

Letter of Administration No Objection Certificates(s)

____________________

Signature of the Applicant

Date:

Place:

Note:

This form should be signed by the surviving joint holder(s)/ legal heir(s)/ legal representative(s)/ nominee, as the case may be.

# Tick in the applicable boxes * Strike out whichever is not applicable

INDEMNITY BOND Annexure- II

[To be executed by all claimant(s)on Non-Judicial Stamp Paper of Rs.100/-]

WHEREAS, ____ equity shares in _____________________ having distinctive numbers from __________ to ___________ of the face value of Rs.10/- each fully paid-up comprised in the Share Certificate No(s). ________ to _______ are standing registered in the name of late Mr./Ms. _______________ in the Register of Members of the Company under Folio No. _______.

AND WHEREAS, Mr./Ms. ____________ died intestate without a will on the _____ day of __________, 20___ leaving behind him the following legal heirs:

Name Father/Husband Name Age Relation with the Deceased

AND WHEREAS, the above-mentioned shares were the separate and self-acquired property of the deceased and according to the Law of Intestate Succession by which he/she was governed at the time of his/her death, the person(s) mentioned above is/are the only legal heirs of the deceased and entitled to inherit the aforesaid shares.

NOW THEREFORE, I/ We, the undersigned, request __________________ (“Company”) to transmit the aforesaid ____ equity shares standing registered in the name of late Mr./Ms. ________ in my/our favour and also pay to me/us any dividend payable on the aforesaid shares by the Company, without insisting on production of succession certificate or letters of administration or probate.

In consideration of the Company having agreed to comply with my/our above request on my/our executing an indemnity in favour of the Company, I/we the applicant(s) hereunder for myself/ourselves, my/our heirs, executors, administrators and assigns DO HEREBY jointly and severally covenant with the Company, its successors and assigns that I/we and each of my/our heirs, executors, administrators and assigns will, upon the Company transmitting and registering the said shares in my/our name and paying to me/us the dividend already due on the said shares, at all times save, defend, indemnify and keep indemnified the Company, its successors and assigns, its estate and effects, and its directors, manager, secretary and shareholders and their heirs, executors and assigns, from and against all actions, causes of actions, suits, proceedings, accounts, claims and demands whatsoever for or on account of the said shares or the dividends or any part thereof, or otherwise in connection with the same, and from and against all claims, damages, costs, charges, expenses and losses and all liability of whatsoever nature or kind arising in any manner howsoever.

IN WITNESS WHEREOF I/we, the applicant(s) herein has/have signed and set my/our hand(s) this ____ day of _______________, 20___.

Signature (s) of Deponent Name & Address

Signature of Witness No. 1

(with name & full address)

Signature of Witness No. 2

(with name & full address) continued………2

SURETY

We, the undersigned, certify that the above facts are true and bind ourselves as sureties to make good all claims, charges, costs, damages, demands, expenses and losses which _________________________, its successors and assigns, its estate and effects, and its directors, manager, secretary and shareholders and their heirs, executors and assigns, may sustain, incur or be liable for in consequence of complying with the request of the applicant(s) herein for transmission of ____ equity shares as contained above and the Company and its successors, assigns, directors, manager, secretary and shareholders will be entitled to claim and realise all claims, charges, costs, damages, demands, expenses and losses from us or from our properties, as the case may be.

Signature of Witness No. 1 Signature of Surety No. 1

(with name & full address) (with name & full address)

Signature of Witness No. 2 Signature of Surety No. 2

(with name & full address) (with name & full address)

Place:

Date:

Note: Indemnity Bond should be attested by notary public/1^st class magistrate.

AFFIDAVIT Annexure-III

[To be executed by all legal heirs of deceased shareholder on a separate

Non-judicial Stamp paper of Rs 10/-]

I ________________________ son/daughter/wife of _______________________ residing at __________________________ by occupation __________________ do hereby solemnly affirm on oath and declare as follows:

1. That Mr./Ms. ___________, the deceased, was holding ____ equity shares of _______________________ per following details:

Folio No.	Certificate No(s).	No. of Shares	Distinctive Nos.

2. That Mr./Ms. _________ had died intestate on the _____ day of __________, 20___.

3. That the following are the only legal heirs of the deceased:

Name Father/Husband Name Age Relation with the Deceased

4. That the late Mr./Ms. _____________ has not sold, transferred, pledged or otherwise disposed of the said shares.

5. That the said shares were the separate and self-acquired property of late Mr./Ms. __________________.

6. That according to the Law of Intestate Succession by which the deceased was governed at the time of his/her death, the person(s) mentioned in paragraph 3 above is/are entitled to inherit the aforesaid shares severally/ jointly.

7. That the late Mr./Ms. ___________ has left no other heir than those in paragraph 3 above and the person(s) mentioned is/ are his only legal heir(s).

8. I therefore request M/s____________________ to transmit and register the aforesaid shares standing registered in the name of late Mr./Ms. ____________ under Folio No. _____ in favour of _____________ without production of succession certificate or letters of administration or probate.

DEPONENT

VERIFICATION

I, the above named person, hereby verify on solemn affirmation that the statements made in paragraph 1 to 8 of the above affidavit are true to my knowledge and belief and nothing material has been concealed.

Verified on _____ day of ____________, 20___.

DEPONENT

Note: The Affidavit should be attested by notary public/1^st class magistrate.

Letter of No Objection

[To be executed by all legal heirs of deceased shareholder separately]

To Date:

_________________________

_________________________

_________________________

Re.: Transmission of shares standing in the name of

late __________ under Folio No._______

Dear Sir,

1. In connection with the above, I wish to inform you that Mr./Ms. ___________ died intestate on the ___ day of _________, 20___, who was holding _____ shares of _______________________ as per the following details:

Folio No.	Certificate No(s).	No. of Shares	Distinctive Nos.

2. I, the undersigned, residing at _________________, am a legal heir of the said deceased.

3. I do not desire to make any claim of title of the said shares and have no objection whatsoever in transmitting the said shares in the name(s) of Mr./Ms. _______________.

4. In consideration of registration of the aforesaid shares in the name of the Mr./ Ms. _______________ at my request, I hereby agree to renounce all my rights existing as well as they may accrue to me in future in respect of the aforesaid shares.

Signed in the presence of

___________________

Bank Manager Name of Legal heir

_____________________

A/c No.: _______________________

Full Name, Address and Signature of Legal heir Official Code of Bank Manger

_____________________________ _____________________

_____________________________

_________________________

Letter of Surety Annexure-V

[To be executed by all the sureties separately]

Name of Surety* ___________________________________________

Permanent Residential ___________________________________________

Address ___________________________________________

__________________________ Pin _____________

Age _____ Years Permanent Account No.** ______________________

* A person cannot stand as surety for spouse/ family member ** Furnish proof of PAN

(Fill in any one or more of the following boxes, whichever is applicable)

A. Details of Employment

1. Name of Employer : __________________________________________

2. Place of Employment : __________________________________________

__________________________________________

3. Annual Salary : __________________________________________

4. Other emoluments : __________________________________________

B. Details of immovable property owned

(Absolutely in own name and not as member of a joint & undivided Hindu family. Specify whether the immovable property consists of houses or mere land)

1. Within the municipal limits: _________________________________________

2. Situation : __________________________________________

3. Value : __________________________________________

4. Annual rent realized : __________________________________________

C. Details of business owned

(Absolutely in own name and not as a person)

1. Name of Organisation : __________________________________________

2. Nature of business & location: ______________________________________

3. Annual turnover : __________________________________________

4. Annual Profits : __________________________________________

Date: _______________ _____________________

(Signature of Surety)

Full Name, Address and Signed in the presence of

Official Code of Bank Manger

_____________________________

_____________________________ __________________

(Bank Manager)

OTHER CASE:

For Variation in name & Signature of Shareholder

INDEMNITY CUM AFFIDAVIT

(To be executed by the Shareholder for Variation in name & Signature )

(To be executed on Non-judicial Stamp paper of Rs. 100/-)

Please furnish an Indemnity cum affidavit attested by !st class Judicial magistrate . as per draft

1. I/ We __________________or_________________________S/o, D/o, W/o______________ and ________________ S/o, W/o, D/o ____________age______ Pan card no ------------------------ contact no ------------------------residing at ___________________________both name is only one person. The details of equity shares of your Company as hereunder:

Folio No.	No. of shares	Face Value (Rs.) each	Certificate Nos.	Distinctive No(s)
				From	To

2. In the share certificate my name is written as ----------------------------------------But My correct name is ---------------------------------------.both name is only one person ,therefore requested to the company M/s-----------------------------------------Kindly correct my name in the company record.

3. That I have changed my signature.

That my signature has changed/altered by passing of time.

4. Therefore I request that the specimen signature registered in the records of the Company, M/S_____________, be cancelled and my present signature be taken on record against the same.

5. I/we are enclosing here by copy of pan card & residence proof.

6. That I am maintaining saving bank account number ___________ with (nationalized bank) and have got new signature attested by the Branch Manager. Original copy of attestation letter is enclosed.

7. That this affidavit is given for recording of new signature with the Company. & name variation

8. In consideration of ____(name of the Company)____ having agreed to consider my request on my/ our executing an Indemnity cum affidavit Bond in favour of the Company I/We do hereby indemnify the Company and unconditionally bind myself/ ourselves, my/our heir(s) executor(s) and administrator(s) to pay all claims, charges, costs, damages, demands, expenses and losses which the said __ (name of the Company)__ may sustain, incur or be liable for the consequence of having complied with my/ our above request. The company may realise the said claims, charges, costs, damages, expenses and losses from me/ us personally or my/ our heir(s), executor(s), or administrator(s) or out of my/ our property/ (ies) as the case may be. We also keep indemnified the company and it’s directors, managers, secretaries and shareholders from and against all actions, suits, proceedings, accounts, claims and demands whatsoever for or on account of the said shares or dividends or any part thereof or otherwise in connection with the same.

Date

Place Shareholders (name & signature)

VERIFICATION:

I, _____________,or------------------------- S/o, D/o W/o do hereby verify that the statements contained in the above paragraphs from 1 to 9 are true to the best of my knowledge and belief and that nothing material has been concealed or suppressed.

Verified at_______________ on this____________ day of________________2015.

Shareholders (name & signature)

1. WITNESS:- Signature _____________ Name _____________ Address _____________ (EncloseSelf attested copy of i.d. and residence proof)	1. SURITY:- Signature _____________ Name _____________ Address _____________ (Enclose Self attested copy of i.d. and residence proof)
2. WITNESS:- Signature _____________ Name _____________ Address _____________ (Enclose Self attested copy of i.d. and residence proof)	2. SURITY:- Signature _____________ Name _____________ Address _____________ (Enclosed attested copy of i.d. and residence proof)