We have discussed Section 46 of the Companies
Act, 2013 which deals with Share Certificates earlier here.
Rule 7 of the Companies (Share Capital and
Debentures) Rules 2014 makes detailed provision for this purpose.
All blank forms to be used for issue of share
certificates shall be printed and the printing shall be done only on the
authority of a resolution of the Board. The blank form shall be consecutively
machine-numbered. The
forms and the blocks, engravings, facsimiles and hues
relating to the printing of Share Certificate forms shall be kept in the custody
of the secretary or such other person as the Board may authorise for the
purpose. The company secretary or other person aforesaid shall be responsible
for rendering an account of these forms to the Board.
The following persons shall be responsible for
the maintenance, preservation and safe custody of all books and documents
relating to the issue of share certificates, including the blank forms of share
certificates:—
(a) the committee of the Board, if so authorized
by the Board or where the company has a company secretary, the company
secretary; or
(b) where the company has no company secretary, a
Director specifically authorised by the Board for such purpose.
All books shall be preserved in good order not
less than thirty years and in case of disputed cases, shall be preserved
permanently.
All certificates surrendered to a company shall
immediately be defaced by stamping or printing the word “cancelled” in bold
letters and may be destroyed after the expiry of three years from the date on
which they are surrendered, under the authority of a resolution of the Board and
in the presence of a person duly appointed by the Board in this behalf. This
sub-rule shall apply to cancellation of the certificates of securities, under
sub-section (2) of section 6 of the Depositories Act, 1996 (22 of 1996), when
such certificates are cancelled in accordance with sub-regulation (5) of
regulation 54 of the Securities and Exchange Board of India (Depositories and
Participants) Regulations, 1996, made under section 30 of the Securities and
Exchange Board of India Act, 1992 (15 of 1992) read with section 25 of the
Depositories Act, 1996 (22 of 1996).
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