MISCELLANEOUS NOTICES

 

Notice to the transferor before registration

 

Some companies follow a cautious attitude to ascertain the authenticity of transfer of share lodged with the prescribed transfer deed duly completed and stamped usually by the transferee. The companies send the transferor, as recorded, either in the script or in the transfer deed, a notice of lodgement for transfer of shares.

 

Transfer of Shares

 

S. 108-Notice of transfer of shares

 

RUSHABH MANAGEMENT & INFOSYS

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001

NOTICE OF TRANSFER OF SHARES

To

            Mr. ABC (Transferor)

Lodgement of transfer deed for 500 shares

 

Dear Sir/Madam,

 

We hereby inform you that a transfer deed purporting to have signed by you as a transferor, proposing transfer of 500 equity shares, as detailed below, has been lodged with the company for registration:

 

No. of Shares

Distinctive No.

No. and date of transfer

Name and address of the transferee

500 equity share

70751 to  71250

 

Mr. PQR ……….

 

 

Please take notice that unless we hear from you to the contrary within fifteen days from the date of this letter, the transfer will be deemed to be in order and be registered in the name of the transferee hereof, if approved by the Board of Directors of the company, without further reference to you.

 

 

            Yours faithfully

FOR RUSHABH MANAGEMENT & INFOSYS

 

(X Y Z) Secretary.

Dated the          2002

 

Lodging of transfer deed

 

S. 108-Notice to the company for lodging of transfer

 

From: Mr. A.B., New Delhi.

 

To

The Secretary,

...............         Ltd.,

Chennai                                                                                                                                    Dated …………..

 

Sirs,

 

I am lodging herewith for the purposes of registration a transfer deed dated...............       duly stamped and executed together with the relevant share certificates.

 

Kindly arrange to effect the transfer in my name.

 

Share Certificate Nos ................

Distinctive Nos…………..to  …………..

No. of shares …………..

 

Yours faithfully, Sd/-xx AB

 

Encl. as above

 

 

Intimation of Instrument/shares in transfer process

 

S. 108-Intimation when instrument/shares in transfer process

 

RUSHABH MANAGEMENT & INFOSYS

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001

 

Dear Sir(s)/Madam,

 

This is to inform you that …………..instrument/s of transfer purporting to be signed by you transferring …………..equity shares numbered ………….. to ………….. (inclusive) in the company now standing in your Name(s) to ………….. has/have been lodged at this office for registration and that the said instrument(s) transfer is/are being proc­essed by the Company and will be registered in due course.

 

 

Dated: …………..                                                                                                                    Yours Faithfully

                        For XYZ Limited

                        Sd/­

                        (SECRETARY)

Nomination of a person

 

S. 109A-Nominating a person to whom shares or debentures of the company shall vest.

 

                        From: PQR

                        I Scot Lane

                        Kolkata

To

The Secretary,

RUSHABH MANAGEMENT & INFOSYS

301, Pitru Ashirwad, Anand – 388 001                                                                                                    Dated ………

 

Dear Sir,

 

Nomination for shares/debentures

 

I am sending herewith duly filled in prescribed Form No. 2B nominating Mr ………….. to whom my shares/debentures of your company will vest in the event of my death.

 

Thanking you

            Yours faithfully,

Sd/­

PQR

 

Encl. As above

 

Nominee registering himself as the holder of shares/debentures

 

S. 109B(2)-Notice by the nominee of electing to be a holder of shares/de­bentures of the company in place of the deceased.

 

From: Mr ...........

            1 Scot Lane

                        Kolkata

 

To

The Secretary,

RUSHABH MANAGEMENT & INFOSYS

301, Ashirwad Comp, Anand - 388 001.                                                                                                  Dated ............

 

Dear Sir,

 

Notice to be registered as a holder of shares/debentures

 

This is to inform you that I am the nominee shareholder/debentureholder of Late Mr ………….. who expired on ………….. and that I elect to be registered as the holder of 1000 equity shares Rs. 10/- each of the Company which was held by Late Mr ……….. in your company.

 

I also enclose the attested photocopy of the death certificate of the late Mr ……….. the deceased shareholder, of your company.

 

Thanking you

 

Yours faithfully,

Sd/

………..

Encl. as above

 

Transmission of Shares without legal representation

 

S. 110-Notice of transmission of shares without -legal representation

 

TO

The Board of Directors

-------------------------­

 

Dear Sirs,

 

I/We, hereby request you for transmission of ……….. Equity/Preference Shares (Distinctive Nos. From ……….. to ………..) held by ……….. (deceased) in your above Company as the sole registered holder thereof, unto my/our name(s) in consideration of an indemnity executed by all the heirs of the deceased men­tioned below and without production of an appropriate legal grant in my/our fa­vour. The required particulars are furnished hereunder:

 

            1. Full name of the deceased as per the Register of Members:

            2. Date of death of the above deceased according to English calendar:

            3. Particulars of the Applicant(s):

            Shri/Smt/Kum.              Shri/Smt/Kum.              Father's/Husband's        Occupation

                                    Name

 

4. The Act or law applicable to the above deceased. (In case of Mohamadan state the school of law).

5. Particulars of the persons including the applicant(s) and minors (if any) who are the only heirs of the above deceased according to the Act or law stated above.

 

Name in full                  Age                              Relationship with the deceased

 

6. Any other relevant information:

 

I/We declare that the said deceased died intestate and that I/We or any of the heirs of the said deceased have not applied nor do intend to apply in any Court for Letters of Administration or Succession Certificate or to the Administrator General for Certificate of Administration or for any other representation in this regard.

 

Yours faithfully,

 

-------------------------------­

(Signature(s) of the applicant(s))

 

Date: ………..

Address ………..

 

Name(s) of the Applicant(s)                                           Specimen signature(s) of the Applicant(s)

 

 

DRAFT AFFIDAVIT

 

I/We     solemnly affirm and say that what is stated in the application annexed hereto is true to my/our knowledge.

 

            ................................

            ................................

 

Signature(s)

 

Date ………..

 

Solemnly affirmed and signed by ……….. at ……….. on the ……….. day of ………..2003.

 

Before me

 

------------------------------­

 

Magistrate/Notary Public (Seal of the Magistrate/Notary Public)

 

Note: Seal of the Magistrate/Notary Public is required also on the application annexed hereto.

 

 

Transfer of shares which are partly paid

 

S. 110-Notice of transfer of shares which are partly paid

 

 

Dear Sir(s)/Madam,

 

This is to inform you that ……….. instrument of transfer indicating transfer ………..of ……….. equity shares bearing distinctive numbers from ……….. to ……….. (in­clusive) in your name has/have been lodged at this Office for registration and that the aforesaid equity shares are partly paid up to the extent of Rs ……….. per share.

 

Please note that unless we hear from you within a fortnight from the date hereof your objections, if any, the aforesaid instrument/s of transfer will be processed by the Company in the normal course and the transfer of the aforesaid partly paid up shares will be effected in your name.

 

Yours faithfully,

For XYZ Limited,

 

Dated                                                                                                                                       (SECRETARY)

 

Letter of refusal for transfer of shares

 

Miscellaneous-S. 111-Letter of refusal for transfer of shares

 

X AND CO. (P) LTD.

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001

To

Mrs. A.B.,

New Delhi.

 

Dear Madam

 

Re: Transfer of             equity shares bearing Distinctive Nos. from ...............     to from Mr. C.D. in your favour.

 

With reference to the above, I am instructed to inform you that the Board of Di­rectors of the Company at their meeting held on has decided, in pursu­ance of article ……….. of the Articles of Association, not to register the transfer in your name. The reasons due to which the Board refused to register the transfer are as follows:­

1 ..............

2 ..............

 

The instrument of transfer and the share certificates are returned herewith.

 

For X & Co. (P) Ltd.

Secretary.

 

Dated the          2002.

 

 

Letter of refusal for transfer of shares

 

Miscellaneous-S. 111A(2) Proviso-Letter of refusal for transfer of shares.

 

XYZ Ltd.

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001

 

Dated   2003

 

To

Ms. PQN,

New Delhi

 

Dear Madam,

 

Transfer of shares

 

We are in receipt of your letter dated ……….. 2002 enclosing an instrument of transfer along with share certificates No ……….. and ………..consisting of ……….. equity shares of our company bearing distinctive Nos. ………....      to  ………..

 

You have requested the Board of Directors to have the aforesaid shares transmitted in your name from Mr. ABC.

 

We regret/we have to inform you that our Board of Directors at its meeting held on ……….. has decided not to register the transfer of these shares in your favour from Mr. ABC.

 

The instrument of transfer and the share certificates sent by you are being returned herewith.

 

Thanking you,

 

Yours faithfully,

For XYZ LTD.

 

SECRETARY

 

Encl: As above.

 

Letter of refusal for transmission of shares of a public company

 

Miscellaneous-S. 111A(2) Proviso-Letter of refusal for transmission of shares

 

XYZ Company Limited

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001

                        Dated   2003

 

To

Mr. PNQ,

New Delhi

 

Dear Sir,

            Sub: Transmission of shares

 

We are in receipt of your letter dated ………..2003 enclosing an attested death certificate of Mr. ABC, the deceased shareholder of our company along with share certificates No. ……….. and ……….. consisting of ………..equity shares of our company bearing distinctive Nos. ……….. to 

 

You have requested the Board of Directors to have the aforesaid shares transmitted in your name from the name of Late Mr. ABC, the deceased shareholder of our company.

 

We regret to inform you that our Board of Directors at its meeting held on ………... has declined not to make the transmission of the shares of Late Mr. ABC in your name.

 

The share certificates mentioned above are being returned herewith.

 

Thanking you,

 

            Yours faithfully,

For XYZ COMPANY LIMITED

 

SECRETARY

Encl: As above.

 

Issue of duplicate share certificates/debentures allotment letters

 

Pursuant to the Companies (Issue of Share Certificate) Rules, 1960, proviso to rule 4(i)(ii), if any letter of allotment is lost or destroyed, the Board may impose reasonable terms, if any, as to evidence or such other enquiry to be done at the expense for the shareholder. Common practice, as provided in the Articles of Association of the company, that is followed is to give a general notice through newspaper for information of the public in general.

 

Compliance Certificate.-Under section 383A(l) proviso companies having paid-up share capital of less than Rs. 2 Crores but equal to or more than Rs. 10 lakhs are required to obtain a Compliance Certificate from a secretary in whole-time practice to be filed with the Registrar of Companies mentioning therein inter alia that the Board of Directors or duly constituted committee of Directors has approved the issue of duplicate share certificates as per paragraph 12 of the Form of Compliance Certificate appended to the Companies (Compliance Certificate) Rules, 2001.

 

Intimation of allotment letters being lost or destroyed

 

Ss. 69/70/71/72/73-Public Notice of intimation of allotment letters being lost or destroyed

 

Public Notice

 

RUSHABH MANAGEMENT & INFOSYS

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001

 

NOTICE

 

Notice is hereby given to the general public that the Company has been intimated that the letter of allotment (original) under Serial No ……….. dated the ………..2003, issued in favour of Mr. MNP of ……….. for 400 equity shares of Rs. 10/- each fully paid-up on the capital of the company has been reported to be lost or misplaced by the aforesaid allottee hereof.

 

The Board of Directors has considered the matter and decided to issue a share certificate to the said allottee without production of the discharged allotment letter provided it does not receive any objection from any person within fifteen days from the publication of this notice.

 

BY ORDER OF THE BOARD

(X Y Z) Secretary.

 

Dated the          2002

 

Loss of letters of allotment and issue of duplicates in lieu thereof

 

Ss. 69/70/71/72/73-Public Notice of loss of letter of allotment and issue of du­plicate allotment letters in lieu thereof

 

X Y Z Limited

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001

 

NOTICE

 

Notice is hereby given that the following Letters of Allotment for Part-B and Part C of partly convertible debentures are reported to have been lost and that Debenture holders as given below have applied for issue of duplicate Letters of Allotment in lieu of the originals. The Company will proceed to issue the duplicate Letters of Allotment in favour of the following Debenture holders unless any valid objection is received within 15 days from the date of publication of this notice.

                                   

S. No.

Folio No./Name

Part B

Part C

 

 

 

 

 

 

By order of the Board

Company Secretary

 

Despatch of share certificates on the basis of Indemnity Bond

 

S. 84-Letter requesting despatch of share certificates on the basis of indemnity Bond

 

From: Mr .................... Address :

Messrs. X Y Z Limited,

15, Parliament Street,

New Delhi I 10 00 1

 

Dear Sir,

 

            Sub: Allotment letter in respect of our application dated ……….. for ……….. equity shares.

 

With reference to your letter No ……….. of ……….. we are sending Indemnity Bond on a Non-Judicial stamp paper of the value of Rs. 51- duly executed by us.

 

We also enclose the Power of Attorney duly attested by Notary Public of ……….. along with specimen signature who has signed the Indemnity Bond for registration in your books and early return.

 

Kindly despatch the share certificates at your earliest.

 

Yours faithfully,

………..

Dated: ..............

 

Allotment letters lost-Execution of Affidavit-Request for issue of shares

 

S. 84-Allotment letters lost-Execution of Affidavit-Request for issue of shares

 

ON A STAMPED PAPER OF RS .................

 

AFFIDAVIT

 

To

 

I ……….. aged about ……….. years residing at ……….. do hereby state and declare on solemn affirmation as hereunder:

 

1. That the allotment letter(s) bearing No ………... for ……….. Equity Shares of Rs ……….. each issued by Messrs ABC Limited in my name has/have been lost.

 

2. That I am the sole and absolute owner of the said shares and no one else has any lien, claim, or charge thereon nor have I sold, pledged or in any way disposed of or dealt with the said allotment letter.

 

3. That this declaration of mine is true and no portion thereof is false and I have concealed nothing material or relevant to the matter herein mentioned. This declaration and affirmation is made knowingly fully well that on the strength thereof, the said Messrs ……….. have agreed to issue to me the relevant shares certificate without production of the said letter.

 

Solemnly affirmed at .............this ……….. day of ……….. 2002

 

Declarant. Identified by me.

 

Before me:

Magistrate/Notary Public/Oath Commissioner.

 

Allotment letters not traceable-Request for issue of Shares Certificates

 

S. 84-Allotment letters not traceable-A request for issue of shares certificates

 

The Secretary

XYZ Limited,

 

Dear Sir,

 

            I write to intimate you that allotment letters bearing No ……….. for ……….. equity shares of Rs. 10/- each issued by Messrs ……….. YZ Limited in my name are not traceable and that I am the sole and absolute owner of the said shares and no one else has any lien, claim, or charge on the shares. Further, I have not sold, pledged or in any way disposed of or dealt with the said allotment letters.

 

I would like to add that if at any time hereafter the said allotment letters are traced out and become available to me, the same would be delivered to the company forthwith.

 

I would, therefore, request you to issue me Share Certificate without requiring me to produce said allotment letters.

 

Yours faithfully,

 

            Signature

Name………..

Dated:                                                                                                                                      Folio No ………..

            Address ………..

 

 

Issue of share certificates even where allotment letter has been lost

 

S. 69/70/71/72/73-A Letter from Company while issuing share certificates even where allotment letter has been lost

XYZ LIMITED

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001

 

Dated ...............

Dear Sir(s)/Madam

 

We have pleasure in enclosing the following share certificates duly endorsed in regard to call payment, in respect of equity shares allotted to you, without production of allotment letters in view of the Indemnity bond/undertaking furnished by you.

 

No. of Share certificate                         No. of Shares                                                    Distinctive No.

 

Kindly acknowledge receipt.

 

Yours faithfully, For XYZ Limited

SECRETARY

 

Encl: As above.

 

Issue of share certificates to persons-Allotment Letters already sent

 

S. 84/292-Intimation for issue of share certificates to persons to whom Allotment letters already sent

 

Sub: Share Certificates-Public Issue of shares

 

Dear Shareholder,

 

We find that out of public issue of equity shares made by us in the month of ……….. you were allotted   shares of Rs. 10/- each. Intimation in regard to allotment was sent to you vide allotment advice dated ……….. along with letter(s) of allotment and first and final call notice(s). It is mentioned in the let­ter(s) of allotment that receipted portions of letters of allotment are to be des­patched to the Company at its registered office duly discharged (signed) to enable the company to send out your share certificate(s).

 

We regret in spite of our several announcements made in the notices issued for convening annual general meetings held in the year ……….. you have not yet sent letter(s) of allotment and as a result share certificate(s) are lying with us.

 

We, therefore, request you to please return the letter(s) of allotment duly signed to enable us to send your Share Certificate(s). In case letter(s) of allotment is lost, then you may kindly return the enclosed undertaking duly signed for our doing the needful.

 

Thanking you and with regards,

 

            Yours faithfully,

For XYZ LIMITED

 

SECRETARY

 

Dated: ..................

 

 

Signing of indemnity affidavit where allotment letter has been lost

 

S. 84-Intimation to the person whose allotment letter having been lost-For signing an indemnity/affidavit

 

Dated ...............

 

Dear Sir/Madam

 

We acknowledge with thanks the receipt of your letter dated ...............

 

We have noted that receipted portion of letter(s) of allotment bearing Nos ……….. is/are lost/misplaced and is/are not traceable. Normally in a case of this nature, we insist upon production of an Indemnity Bond on a non-judicial stamp paper which requires to be attested by a Notary Public before the issue of share certificate(s). In order to obviate difficulty and expense involved in this exercise, we agree to issue your share certificate if you sign and return the enclosed letter. On receipt of this letter, we shall be mailing your share certifi­cate(s).

 

Assuring you of our best attention at all times,

 

            Yours faithfully,

For XYZ LIMITED

 

SECRETARY

 

Execution of Indemnity Bond when allotment letter lost/misplaced

 

S. 84-Indemnity Bond-Execution-When Allotment letter lost/misplaced

 

This Indemnity Bond made at ……….. this day of ……….. 2000 be­ tween ……….. Bank, a body corporate constituted under the Banking Company (Acquisition & Transfer of Undertakings) Act, 1970 and having its Head Office at ……….. and Branch office among other places at ……….. thereinafter to as the Applicant of the First part,

 

AND

 

M/s. XYZ Limited ………..………..……….. (here­inafter referred to as the Company) of the Second part.

 

WHEREAS Equity Shares in the Company of the face value of Rs. 10/- each bearing distinctive Nos ……….. to ……….. have been allotted to the Applicant and the Allotment Letter No ……….. dated ……….. (hereinafter referred to as the Allotment Letter)

 

AND WHEREAS the Applicant has represented to the Company that the Allotment letter is lost or misplaced and is not traceable in spite of diligent search in respect of the said shares;

 

AND WHEREAS the Applicant has requested the Company to issue him Certificate in lieu of the said Allotment Letter without production of the said Allotment Letter for cancellation;

 

AND WHEREAS the company has agreed to issue to the Applicant Share Certificate in respect of the said shares upon the Applicant agreeing to indemnify Company in manner hereinafter mentioned.

 

NOW IT IS HEREBY AGREED by and between the parties hereto that in consideration of, the Company having agreed to issue to the Applicant share certificate for ………..Equity Shares of Rs. 10/- each bearing distinctive Nos ……….. to ……….. standing in the name of the Applicant without produc­tion and delivery to the Company of the said Allotment Letter above referred to in respect of the said shares and the applicant doth hereby for himself jointly and severally covenants with the Company that the Applicant and his respective suc­cessors and assigns shall and will at all times indemnify and keep indemnified the Company, its successors and assigns from and against all losses, damages costs, charges and expenses and all liability of whatsoever nature or kind which the Company may incur by reason of issuing to the Applicant share certificate without production and delivery by the applicant to the Company of said allot­ment letter in respect of the said shares or in any wise relating thereto and the Applicant doth hereby for himself, his successors and assigns further covenant with the Company that if at any time there after the said Allotment Letter shall be found, the Applicant shall deliver to or cause to be delivered the same to the Company forthwith.

 

Signature of Applicant .........

Address ...........................

Occupation .......................

 

Witness to the signature of the Applicant

Signature: Occupation:

Address:

 

POWER OF ATTORNEY

 

Know all men by these presents that ……….. BANK, a body corporate con­stituted under the Banking Companies (Acquisition and Transfer of Undertak­ings) Act 1970, having its Head Office at    hereinafter referred to as "the Bank" do hereby make ordain, nominate and appoint ……….. son of ……….. an Officer in the Bank for and on behalf of the Bank to transact all ordinary business connected with the Bank at all its Branches, as occasion may require, to pur­chase, sell, negotiate and endorse, as in manner required, promissory notes and securities of the Government of India, promissory notes and securities of all the State Governments, stocks, shares, transfer deed of the State Bank of India shares, Municipal and Port Trust Bonds, Debentures of any Company, Trust or Corporation, or any other securities whatsoever, cheques, Drafts, Hundies, or any other documents whatsoever with full power to open in the Bank's name account of any nature with the Reserve Bank of India, the State Bank of India, the Ex­change Banks and any other Bank in India and to operate upon such accounts when opened as well as upon any such as may already be existing by placing money to the Bank's credit and drawing cheques against the said accounts with  all such Banks or their Branches and to draw, accept, endorse, sign and negotiate bills of exchange, promissory notes and other securities, Government or otherwise share transfers, insurance policies, cheques, dividend warrants and any orders for payment of money and to sign drafts drawn on any of the Bank's correspondents and also for, and in name of the Bank to ask, demand, sue for, levy, recover and receive of, and from all and every person or persons.

 

Corporation or Company who shall or may be liable or entrusted to pay or deliver the same, all and every sum and sums of money, debts or calls and upon receipt or delivery of the same, or any part or parts thereof, for Ad in name of the Bank to make, sign, seal, give and deliver all and every such good and sufficient receipt or acquitances, releases and discharges for the same as the said attorney, acting for the time being in execution of this power as aforesaid, shall think fit and, in case of non-payment or non-delivery of the same or any part or parts thereof, then, for and in name of the Bank to commence, institute, prosecute and carry on such action or actions, suit or suits at law or in equity or other proper proceedings as the said attorney, acting for the time being in execution of this power, shall deem requisite or necessary to compel the payment or delivery thereof and to sign, verify and present plaints on behalf of the Bank and to commence, prosecute, and defend, compromise, or refer to arbitration, all actions or other legal proceedings of the Bank and to act as substitute for the Bank under any power of attorney now or hereafter to be granted to the Bank giving the Bank the power of substitution AND generally, for and in the name of the Bank, to take and use all such other ways and means for the management and conduct of the affairs of the Bank at all its Branches as the said attorney so acting as aforesaid shall deem fit. He is also empowered to present for registration at any office of Registrar or Sub-Registrar any deed or document for registration on behalf of the Bank and also to attend vote at and otherwise take part in all meetings held in connection with any Company or Corporation with which the Bank is concerned or in relation to any such investments as aforesaid and to sign proxies for the purpose of voting thereat or for any other purpose connected therewith as freely as the Bank itself could do, and to conclude and sign agreements with the Reserve Bank of India and/or the State Bank of India for the immediate exchange of notes and rupees on such conditions as may be thought fit.

 

IN WITNESS whereof Bank, hath ………..………..caused ITS Common Seal to be affixed this ……….. day of ……….. one thousand nine hundred and ninety   .

 

Witness:                                                                                                                        Chairman/Managing Director.

            Director

 

I ………..………..………..………..……….. No­tary Public DO HEREBY CERTIFY AND that on the day of the date

hereof the Common Seal of the Allahabad Bank was affixed at the foot of the foregoing Power of Attorney in pursuance of a resolution of the Board of Di­rectors of the said Bank in the presence of ……….. and ……….. two of the Directors of the said Bank both personally known to me and ……….. of ……….. and ……….. the two subscribing witnesses to the said power and of myself AND that the said two Directors did thereupon and in the presence of the said subscribing witnesses and of myself sign and deliver the said power AND that the signatures and ……….. as Directors subscribed to the said power are respectively in the handwriting of the said ……….. and ……….. and the signatures ……….. and ……….. subscribed thereto as witnesses are respectively in the handwriting of the said ……….. and  ……….. GIVEN under my hand and official seal ……….. this ……….. day of  on thousand nine hundred ninety .........

 

Execution of Indemnity by legal heirs

 

Ss. 84/109-Draft Indemnity-Execution by legal heirs-A request for Transfer of Shares

 

I....................   heir of late ……….. residing at ……….. herein­ after referred to as "the Indemnifier" (which expression shall unless excluded by or repugnant to the context or meaning thereof be deemed to include my heirs, executors, administrators, successors, legal representatives and assigns) do hereby jointly and severally execute an indemnity as hereunder in favour of XYZ, a Company incorporated under the Companies Act, 1956 and having its registered office at ……….. hereinafter referred to as "the Company" (which expression shall unless excluded by or repugnant to the context or meaning thereof be deemed to include its successors and assigns).

 

Whereas ……….. hereinafter referred to as "the said deceased" was the sole registered holder of ……….. Equity Shares bearing distinctive Nos ……….. from ……….. to ……….. hereinafter referred to as "the said shares" in the Company.

 

AND WHEREAS the said deceased died intestate on leaving the indemnifier as the only heir according to the law for the time being in force applicable to the said deceased.

 

AND WHEREAS the Indemnifier requests the Company to register his name as the member in respect of the said shares in place of the said deceased without production of an appropriate legal grant in his favour from the Court of competent jurisdiction and

 

AND WHEREAS the company agreed to do so relying upon the aforesaid representation and upon the Indemnifier executing an Indemnity in favour of the Company being these presents.

 

NOW THESE PRESENTS WITNESSETH AS UNDER:

 

THAT in consideration of the Company having agreed to register the name of ....................         as member in respect of the said shares and to pay to him all dividends accrued and due thereon, the indemnifier doth hereby agrees and under­

takes to indemnify and keep indemnified the Company against all actions, claims, costs, damages, demands, proceedings, suit or any other consequences whatsoever which shall or may be brought or made against the company or by any one whomsoever or which the Company may pay, suffer or sustain due to the Company registering     as member in respect of the said shares in place of the said deceased and paying to him all dividends accrued and due  thereon without production of an appropriate legal grant in his favour from a Court of competent jurisdiction.

 

IN WITNESS WHEREOF the Indemnifier has executed these presents and has set his hand at ……….. this ……….. day of ………..

 

Signed and delivered by the within named

 

Agreement with Company when allotment letter lost

 

S. 84-Agreement with Company-When Allotment Letter lost and Shares to be issued to the person applied for purchase

 

AN AGREEMENT made at ……….. between ………..  (hereinafter referred to as the Applicant) of the First Part.

 

AND

 

........    (hereinafter referred to as the Sureties) of the Second Part and Messrs XYZ Limited (hereinafter referred to as the Company) of the Third Part.

 

WHEREAS ……….. Equity Shares in the company of the face value of Rs.10/- each bearing distinctive Nos . ……….. to ……….. have been allotted to the Applicant vide Allotment Letter No .................

dated ....................

 

AND WHEREAS the Applicant has represented to the company that the Allotment Letter is lost on misplaced and is not traceable in spite of diligent search in respect of the said shares.

 

AND WHEREAS the Applicant has requested the Company to issue him Certificate in lieu of the said Allotment Letter without production of the said allotment letter.

 

AND WHEREAS the Company has agreed to issue to the Applicant Share Certificate in respect of the said shares upon the Applicant and Sureties agreeing to indemnify Company in manner hereinafter mentioned.

 

AND WHEREAS the Sureties have agreed to join in and sign these presents.

 

NOT IT IS HEREBY AGREED by and between the parties hereto that in consideration of the Company having agreed to issue to the Applicant share certificate for ……….. Equity Shares of Rs. 10/- each bearing distinctive Nos ……….. to ……….. standing in the name of the Applicant without pro­duction and delivery to the Company of the said Allotment Letter above referred to in respect of the said shares and the applicant and the sureties do and each of them both hereby for himself and themselves respectively jointly and severally covenant with the Company that the Applicant and the sureties and each of them, their respective heirs, executors and administrators shall and will at all times indemnify and keep indemnified the Company, its successors and assigns against all losses, damages, costs, charges and expenses and all liability of whatsoever nature or kind which the Company may incur by reason of issuing to the Applicant share certificate without production and delivery by the applicant to the company of allotment letter in respect of the said shares or in any wise relating thereto and the Applicant doth hereby for themselves their heirs, executors and administrators further covenant with the Company that if at any time hereafter the said Allotment Letter shall be found, the Applicant shall deliver to or cause to be delivered the same to the Company forthwith.

 

Signature of Applicant ............

Address ..............................

 

Occupation ...........................

 

Witness to the signature of the Applicant:

 

Signature:

Occupation:

Address: Surety (1):

 Signature:

Occupation:

Address:

 

Witness to the signature of the Surety (1)

 

Signature:

Occupation:

Address: Surety (2):

Signature:

Occupation:

Address:

 

Witness to the Signature of the Surety (2)

 

Signature ………..……….. Occupation ………..……….. Address ............................................................................

 

Refusal of transfer of shares on certain grounds

 

S. 111-Transfer of shares-Refusal on certain grounds by Company

 

XYZ (P) Limited

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001

 

Dated: ............... Dear Sir(s)/Madam,

 

Sub: Transfer of Shares

 

We are in receipt of your letter No ……….. dated ……….. with the enclosures, viz . ……….. We regret to have to return herewith the above docu­ment(s)/Transfer Deed(s) in respect of ………... Shares num­bered ……….. to ……….. (inclusive) for reasons at No.(s) ………................. ticked hereunder:

 

1.         Blank Transfer Form not presented to the Registrar of Companies, in terms of Rule 5A of the Companies (Central Government's) General Rules and Forms,1956.

2.         Blank Transfer Form presented to the Registrar of Companies on ................       whereas the Transfer

Deed is dated ……….. The duly completed transfer deed should be delivered to the Company before the closure of the Registrar of Members/within two months from the date of presentation to the Registrar of Companies.

3.         Transfer Deed not valid under Section 108 of the Companies Act, 1956. Our Register of Members and Transfer Books were closed on ...............

4.         Transfer not endorsed by Bank under its Seal under Section 108 of the Companies Act, 1956.

5.         Number of shares not specified.

6.         Distinctive numbers of shares not specified.

7.         Distinctive number of shares incorrect.

8.         Transferor's name incorrectly spelt/entered.

9.         Consideration money not entered.

10.        Transferee's name not legible.

11.        Full address of the transferee not given/not legible.

12.        Occupation/Father's/Husband's name of the transferee, not give/ not legible.

13.        Transferor's signature differs.

14.        Signature of transferor differs.

15.        As the transferor's signature do not tally with his/her specimen signatures on record, you are advised to get the signatures verified by a First Class Magistrate/Notary Public under his official Seal.

16.        Spelling of transferee's signature differs from that of his/her name given in the body of the form.

17.        Transferor's/transferee's signature not witnessed as required.

18.        Name and address of the witness to the signature of transferor/ transferee not given/not legible.

19.        Date of execution of transfer deed not entered.

20.        Specimen signature slip not completed by the transferee.

21.        Specimen signature of the transferee differs from his/her signature in the Transfer Deed.

22.        Shares cannot be registered in the name of a minor.

23.        Shares cannot be registered in more than 4 joint names.

24.        Corrections should be initialled by transferor/transferee.

25.        Transfer stamps not affixed, Share transfer stamp @ 50 Paise per Rs. 100 or part thereof calculated on the nominal value of shares or market value of shares whichever is higher has not been affixed on the back of the application form.

26.        Relevant share certificate(s)/allotment letter(s) has/have not been received along with share transfer application.

 

Yours faithfully,

For XYZ Private Limited

 

Secretary

Transfer of shares and their despatch

 

S. 108-Intimation on Transfer of Shares and their despatch

 

XYZ Limited

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001

 

REGISTERED Date: .........

 

Dear Sir/Madam,

 

We have pleasure in enclosing the undernoted Share Certificate(s) duly transferred in your name/the name of

 

Share Certificate No.                          No. of Shares                          Distinctive No.

 

 

 

Kindly acknowledge receipt,

 

Yours faithfully,

For XYZ Limited

 

SECRETARY

 

PS:       Please quote your Folio No. mentioned in the certificate in all correspondence with the company.

 

Transfer application on partly paid shares

 

S. 110(2)-Intimation on receipt of Transfer Application on Partly Paid Shares-Application by another person-Company Notice to Original Party

 

XYZ Limited

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001

No ................

To..............

 

Dear Sir(s)/Madam,

 

This is to inform you that ……….. instrument of transfer indi­cating transfer of ……….. equity shares bearing distinctive num­bers from ……….. to ……….. (inclusive) in your name has/ have been lodged at this Office for registration and that the aforesaid equity shares are partly paid up to the extent of Rs ……….. per share.

 

Please note that unless we hear from you within a fortnight from the date hereof your objections, if any, the aforesaid instrument/s of transfer will be processed by the Company in the normal course and the transfer of the aforesaid partly paid-up shares will be effected in your name.

 

Yours faithfully,

            For XYZ Limited

Dated:                                                                                                                                                  SECRETARY

 

Intimation of processing of transfer of shares

 

S. 108-Intimation as to transfer of shares by a company when transfer is in process

 

XYZ Limited

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001

 

No ...........

To………..

 

Dear Sir(s)/Madam,

 

This is to inform you that ……….. instrument/s of transfer purporting to be signed by you and transferring ……….. equity shares num­bered ……….. to ………..(inclusive ) in this company now standing in your Name(s) to ...... has/have

been lodged at this Office for registration and that the said instrument/s of trans­fer is/are being processed by the  Company and will be registered in due course.

 

Yours faithfully,

For XYZ Limited

 

Dated:                                                                                                                                                  SECRETARY

 

Intimation as to transfer of shares when transfer is in process

(Another Format)

 

S. 108-Intimation as to transfer of shares when transfer is in process

 

PUBLIC NOTICE

 

RUSHABH MANAGEMENT & INFOSYS

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001

 

NOTICE

 

It is hereby notified for information of all concerned that shareholders whose distinctive numbers of shares are given below have intimated the company that their share certificates have been lost and that duplicate thereof be issued to them. Kindly note that if no objection is received within fifteen days from the date of publication of this notice, duplicate share certificates will be issued to the respective shareholders.

 

S1. No. Name and address       Distinctive Nos.            No. of shares

 

I           Mr. ABC                      4730001-4730050          50

            ............

            ............

            Mr. BCD                      4585951-4586050          100

            ............

            ............

            Mr. CDE                      5070251-5070350          100

            ............

            ............

 

BY ORDER OF THE BOARD

(X Y Z)

Secretary.

 

Dated the ……….. 2002

 

Notice to the nominee of the deceased shareholder/debenture holder

 

S. 109B(4) proviso-Notice to the nominee of the deceased share­ Holder /debenture holder

 

RUSHABH MANAGEMENT & INFOSYS

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001 To

 

Mr .....................

1, Scot Lane

 

Kolkata

 

                        Dated ...........

Dear Sir

Notice to nominee to exercise option

 

We hereby notify you that Late Mr ……….. was a shareholder/debenture holder of our company holding shares, who died on As per our company's records Form No. 2B being the nomination form was filed by the said deceased shareholder/debenture holding making you a nominee to whom his shares/debentures will vest in the event of his death.

 

The said share s/debenture s of the company have vested in you from the date of late Mr ……….. death.

 

Please let us know within 90 days from the date of this notice whether you elect to be registered yourself as the holder of the said shares/debentures or transfer the said shares/debentures.

 

In case you fail to comply with this notice within 90 days from the date of the notice, the Board of Directors of the company will withhold payment of all dividends, bonuses or other moneys payable in respect of the said shares/debentures, until the requirements of this notice have been complied with.

 

Thanking you,

 

Yours faithfully

 

For Rushabh Mangement & Infosys

Sd/­

Secretary

 

Lodging of partly paid shares

 

S. 110(2)-Notice to transferee of lodging of partly paid shares

 

X AND COMPANY LTD.

Regd. Office

 

To

 

Mr. C.D., New Delhi.

 

Dear Sir/Madam

 

            Re: Share Transfer Form No      for equity shares of Rs ……….. each partly paid

 

I am to inform you that the above transfer form made out in your favour and purported to have been issued by you as transferee, has been lodged for registration by Mr. A.B., the transferor named in the instrument, together with the Share Certificate Nos.

 

Unless you make any objection to the transfer within two weeks of receipt of this notice as required by Sec. 110(2) of the Companies Act, 1956, the said transfer will be presumed to be in order and will be taken up for consideration at the next Board Meeting.

 

 

BY ORDER OF THE BOARD

(X Y Z)

Secretary.

 

Dated the ……….. 2002

 

Intimation of debenture allotment letters being lost/destroyed/ mislaid

 

S. 113-Public Notice of intimation o debenture allotment letters being lost/destroyed/mislaid

 

RUSHABH MANAGEMENT & INFOSYS

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001

 

NOTICE

 

Notice is hereby given for information of all concerned that debenture allotment letters in respect of the following debenture-holders - have been reported lost/mislaid/ destroyed. The duplicate allotment letters in lieu thereof shall be issued and delivered if no valid objection is filed with the company within fifteen days from the date hereof:

 

 

Sl.                    Name and                    Debenture                    Distinctive Nos.            No. of

No.                   Address                        Allotment                      Debentures

                                                            Letter Nos.

 

1.                     Mr. ABC                      ..........                          203796-203805              10

2.                     Mr. BCD                      ..........                          609965-610004              40

3.                     Mr. CDE                      ..........                          601512-601561              32

4.                     Mr. DEF                       ..........                          753641-753645              5

 

BY ORDER OF THE BOARD

 

(X Y Z)

Secretary.

 

Dated the ……….. 2002

 

Transmission of shares

 

Regulation 28 of Table 'A' of Schedule I to the Companies Act, 1956, which is generally adopted by public companies as an article in their Articles of Association provides that a person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantage to which he would be entitled if he were the registered holder of the shares, except that he shall not, before being registered as a member in respect of the shares, be so entitled.

 

The usual practice is the executor/administrator to give notice to the company of the death of the member as well as his appointment as the executor/administrator, as the case may be, of the deceased estate. The Board has also the right to issue notice in the event the executor remaining silent without taking any action.

 

Notice by executors as to transmission of Shares

 

S. 108/Regulation 28-Notice by the Executors regarding Transmission of Shares

 

To

 

M/s. RUSHABH MANAGEMENT & INFOSYS,

301, Ashirwad Comp, Anand - 388 001.

 

Dear Sirs,

 

This is to inform you that Mr. MNO of   who was member of your company, has expired on the    2002 The relevant death certificate is at­tached herewith.

 

By virtue of a grant of an order by the ………..  Court at ……….. we, the under­ signed, have been appointed as the Executors of the estate of the late Mr. MNO, and hereby give you notice of the fact, enclosing therewith a certified copy of the said Court's order in evidence with a request to register us jointly as the members of your company by transmitting the enclosed shares scripts Nos ................... Distinctive numbers ……….. to ……….. (500 equity shares) of Rs. 10 each fully paid-up from the name of the deceased.

 

Dated this ……….. day of ……….. 2002.

 

1.         Name in full                  (1) Usual signature.

            Address

            Description

            Father's Name.

2.         Name in full                  (2) Usual signature

            Address

            Description

            Father's Name.

 

Dated:

 

Notice by joint-shareholder

 

S. 108-Notice by joint-shareholders

            From: Mr. DEF            

            Address ..................    

            Mr. APS                      

Address .................     

 

To

 

Rushabh Mangement & Infosys

 

Dear Sirs,

 

This is to inform you that my husband Mr. ABC, who held ……….. equity shares being Distinctive Nos ……….. to ……….. in your company jointly with me, expired on ……….. 2002. The relevant death certificate is attached herewith.

 

I therefore request you to kindly delete the name of Mr. ABC and register the said shares in my name only. The relevant share certificates are attached herewith.

 

Kindly do the needful.

 

Yours faithfully,

Dated:                                                                                                                                                              DEF

                        APS

Section 205(3) proviso read with Clause 96 of Table 'A' of Schedule I-Capitalisation of profits

 

Provision is made in every Article of Association of a company for the capitalisation of profit.

 

The company in General Meeting and on the recommendation of the Board of Directors of the company, subject to the guidelines of SEBI (only in case of listed company) may resolve to capitalise any part of the amount for the time being standing to the credit of any of the company's reserve accounts, or to the credit of profit and loss account, or otherwise available for distribution. Common practice, is to issue a notice through press for the information of the members in general of the terms and conditions of the issue of bonus shares and notice for closing of books for that purpose. Listed companies are required to the guidelines issued by SEBI in this regard. Of late companies are issuing bonus debentures and bonus preference share to their shareholders.

 

BONUS SHARES

 

SEBI GUIDELINES

 

Chapter XV of SEBI (Disclosure and Investor Protection), Guidelines, 2000 provides that a listed company proposing to issue bonus shares shall comply with the following:

 

(i)         No company shall, pending conversion of FCDs/PCDs, issue any shares by way of bonus unless similar benefit is extended to the holders of such FCDs/PCDs, through reservation of shares in proportion to such convertible part of FCDs or PCDs.

(ii)        The shares so reserved may be issued at the time of conversion(s) of such debentures on the same terms on which the bonus issues were made.

(iii)       The bonus issue is made out of free reserves built out of the genuine profits or share premium collected in cash only.

(iv)       Reserves created by revaluation of fixed assets are not capitalised.

(v)        The declaration of bonus issue, in lieu of dividend, is not made.

(vi)       The bonus issue is not made unless the partly-paid shares, if any, existing, are made fully paid-up.

(vii)      The Company

 

1.         has not defaulted in payment of interest or principal in respect of fixed deposits and interest on existing debentures or principal on redemption thereof, and

2.         has sufficient reason to believe that it has not defaulted in respect of the payment of statutory dues of the employees such as contribution to provident fund, gratuity, bonus, etc.

(viii)      A company which announces its bonus issue after the approval of the Board of directors must implement the proposals within a period of six months from the date of such approval and shall not have the option of changing the decision.

(ix)       There should be a provision in the articles of association of the company for capitalisation of reserves, etc., and if not, the company shall pass a resolution at its General Body Meeting making provisions in the articles of association for capitalisation.

(x)        Consequent to the issue of bonus shares if the subscribed and paid-up capital exceed the authorised share capital, a resolution shall be passed by the company at its General Body Meeting for increasing the authorised capital.

 

Issue of bonus shares-notice through press

 

Regn. 96 Table A-      Notice through press in relation to issue of bonus shares

 

PUBLIC NOTICE

 

RUSHABH MANAGEMENT & INFOSYS

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001

 

Notice for issue of bonus shares

 

Members are hereby notified that the Company is making an issue of ……….. eq­uity shares of Rs. 10/- each as fully paid bonus shares by capitalisation of a sum of (similar face value of shares) ……….. out of the amount standing to the credit of the general reserve excluding the revaluation reserve of the Company.

 

Pursuant to the resolution passed at the Extraordinary General Meeting of the Company held on the ……….. 2002, it was decided that the said bonus shares be allotted to those members whose names would appear in the Register of Members of equity shares of the Company on the ……….. 2002 in proportion of four bonus shares for every seven existing equity shares registered in their respective names on the aforesaid date provided that where fraction of a share is

involved in making the allotment, no fractional certificates will be issued, but that such fractions shall be consolidated and sold by the trustees authorised there­ for and proceeds of such sale (after payment of costs and charges of such sale) be distributed proportionately amongst those holders of the equity shares in satisfaction thereof, who would otherwise be entitled to such fractions.

 

Provided further that the allotment of such bonus shares as may be due to the non-resident members and their fractional entitlements, if any, shall be subject to the approval of the Reserve Bank of India.

 

Notice is also hereby given that the Register of Members of equity shares of the Company shall be closed from the ……….. to ……….. 2002, both days inclu­sive, and during this period any registration of transfer of the equity shares of the Company shall be suspended.

 

BY ORDER OF THE BOARD

 

(X Y Z)

Secretary.

 

Dated the          2002.

Issue of bonus debentures-notice through press

 

S. 117-Notice through press in relation to issue of bonus debentures

 

PUBLIC NOTICE

 

RUSHABH MANAGEMENT & INFOSYS

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001

 

Notice of Issue of Bonus Debentures

 

Members are hereby notified that the Company is making an issue of ......... 10% non-convertible debentures of Rs. 10/- each as fully paid bonus de­bentures by capitalisation of a sum of ……….. out of the amount standing to the credit of the general reserve excluding the revaluation reserve of the Company.

 

Pursuant to the resolution passed by at the Extraordinary General Meeting of the Company held on ……….. 2002, it was decided that the said bonus debentures be allotted to those members whose names would appear in the Register of Members of equity shares of the Company on the ……….. 2002 in proportion of one bonus debenture for every one equity share registered in their respective names on the aforesaid date. The allotment of such bonus debentures as may be due to the non-resident members shall be made to them subject to the approval of the Reserve Bank of India.

 

Members are also hereby notified that the Register of Members of equity shares of the Company shall be closed from the ……….. to ……….. 2002, both days inclusive, and during this period and registration of transfer of the equity shares of the Company shall be suspended.

 

By Order of the Board

 

Sd/­

 

Secretary          Dated   2002

 

Issue of bonus preference shares-notice through press

 

S. 117-Notice through press in relation to issue of bonus preference shares

 

PUBLIC NOTICE

 

RUSHABH MANAGEMENT & INFOSYS

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001

 

Notice of Issue- of Bonus Preference Shares

 

Notice is hereby given that the Company is making an issue of ……….. 10% Re­deemable Preference Shares of Rs. 10/- each as fully paid Bonus Preference Shares by capitalisation of a sum of out of the amount standing to the credit of the general reserve. excluding the revaluation reserve of the Company.

 

Pursuant to the resolution passed by at the Extraordinary General Meeting of the Company held on ……….. 2002, it was decided that the said Bonus Prefer­ence Shares be allotted to those members whose names would appear in the Register of Members of equity shares of the company on the ……….. 2002 in proportion of one Bonus Preference Share for every one equity share registered in their respective names on the aforesaid date. The allotment of such Bonus Preference Shares as may be due to the non-resident members shall be made to them subject to the approval of the Reserve Bank of India.

 

Notice is also hereby given that the Register of Members of equity shares of the Company shall be closed from the ……….. to ……….. 2002, both days in­clusive, and during this period and registration of transfer of the equity shares of the Company shall be suspended.

 

By Order of the Board

Sd/­

Secretary                                                                                                                                  Dated……….2002

 

Issue of bonus shares notifying the Stock Exchange about the date of the Board Meeting

 

Miscellaneous-Clause 19 of Listing Agreement-Notifying the Stock Exchangeabout the date of the Board Meeting.

 

XYZ Co. Ltd.

301, Ashirwad Comp, Anand - 388 001.

To,

 

Delhi Stock Exchange

Asaf Ali Road,

New Delhi                                                                                                                                            Dated   2002

 

Dear Sirs,

 

Sub : Date of Board Meeting about the issue of Bonus Shares

 

We hereby notify you that on ……….. 2002 the Board of Directors of our company will meet at ……….. to consider the declaration of issue ' of bonus shares in the ratio of 1:1 to all the shareholders of our company whose names will appear on the Register of Members as on ....................

 

Thanking you

 

Yours faithfully,

For XYZ Co. Ltd.

Sd/

Secretary

 

Issue of bonus debentures notifying the Stock Exchange about the date of the Board Meeting

 

Miscellaneous-Clause 19 of Listing Agreement-Notifying the Stock Exchange about the date of the Board Meeting.

 

RUSHABH MANAGEMENT & INFOSYS

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001 To,

 

M/s. Bombay Stock Exchange

Dalal Street,

Mumbai            Dated   2002

 

Dear Sirs,

 

Sub : Date of Board Meeting about the Issue of bonus debentures

 

We hereby notify you that on ……….. 2002, the Board of Directors of the company will meet at to consider the declaration of issue of bonus de­bentures in the ratio of 1: 1 to all the shareholders of the Company whose names appear on the Register of Members of the Company on 2002

 

Thanking you

Yours faithfully,

                        For Rushabh Mangement & Infosys

                        Sd/­

                        Secretary

 

Issue of bonus preference, shares notifying the Stock Exchange about the date of the Board Meeting

 

Miscellaneous-Clause 19 of Listing Agreement-Notifying the Stock Exchange about the date of the Board Meeting.

 

RUSHABH MANAGEMENT & INFOSYS

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001

To,

 

M/s. Bombay Stock Exchange

Dalal Street,

Mumbai.           Dated   2002

 

Dear Sirs,

 

Sub : Date of Board Meeting about the Issue of bonus preference shares

 

We hereby notify you that on ……….. 2002, the Board of Directors of the company will meet at to consider the declaration of issue of bonus preference shares in the ratio of 1: 1 to all the shareholders of the Company whose names appear on the Register of Members of the Company on   2002

 

Thanking you,

 

Yours faithfully,

 

For Rushabh Mangement & Infosys.

                        Sd/­

            Secretary

 

Section 302-Disclosure to members of Directors' interest in contract appointing Manager/Managing Director

 

The provisions of section 302 of the Companies Act, 1956, apply in relation to any resolution of the Board of Directors of a company appointing a Manager or a Managing or Whole-time Director, or varying any previous contract or resolution of the company relating to the appointment of Manager or a Managing or Whole-time Director, as the case may be, and as they apply in relation to any other contract for the like purpose.

 

An abstract of the terms of contract of appointment of a Manager or Managing Director along with a memorandum clearly specifying the nature of the concern or interest of the Director of the company in the contract and embodying the resolution for the appointment of such managerial personnel of the company either under section 269 or section 388 are usually circulated to the members.

 

Circulation to the members of a separate statement containing variation of the terms of the contract and a memorandum specifying the interest of Directors of the company in contract for appointment etc. of the whole-time managerial personnel, as above, pursuant to section 302 of the Act becomes necessary when there is a variation of such terms of contract from the one as was previously circulated along with the notice of the meeting proposing members for adoption of such resolution.

 

Abstracts of variation of terms of appointment

 

S. 302-Notice of giving abstract of variation of terms of appointment.

 

XYZ Ltd.

Registered Office ......................

To

 

The Member of

 

XYZ Ltd.

 

Abstract of terms of contract of appointment and memorandum of in­terest u/s. 302 of the Companies Act, 1956

 

The Board of Directors of your company at its meeting held on ………..2002 has appointed Mr. ABC as the Managing Director of the Company for a period of 5 years with effect from ……….. 2002 pursuant to the provisions of section 269 and 309 read with Schedule XIII and other applicable provisions if any of the Companies Act, 1956 subject to the approval of the members at a general meeting.

 

As required under section 302 of the said Act, an abstract of the terms of the appointment remuneration and perquisites payable to Mr. ABC with effect from ........... 2002 and a memorandum specifying his interest in given in the annexure enclosed.

 

By Order of the Board

                        XYZ Ltd.

                        PQR

Secretary

Dated .....................

Place .....................

Encl. : as above.

 

Disclosure of Director's Shareholding

 

Ss. 307 and 308-Notice of disclosure of Director's or Manager's Shareholding

 

TO

 

M/s. RUSHABH MANAGEMENT & INFOSYS,

301, Ashirwad Comp, Anand - 388 001.                                                                                      Dated ………..

 

Dear Sirs,

 

Pursuant to the provisions of sections 307 and 308 of the Companies Act, 1956 1 hereby give you notice that I have purchased 2,000 Equity shares of Rs. 10/- each of the Company at Rs. 30/- per share from the market in my name.

 

Yours faithfully

            Director

 

Section 307/308 Register of Directors' Shareholding

 

Every Director who purchases or sells shares or debentures of the Company or its holding Company or subsidiary or subsidiary of the holding company in his own name, the said fact had to be disclosed to the company of which he is a director. The company shall enter the particulars of purchase or sale of Shares in the register kept by the company for the purpose.

 

Any person who falls to give notice as aforesaid to the company will be punishable with imprisonment for a term of 2 years or with fine of up to Rs. 50,000/-or with both. If a company fails to comply with the requirements of sub-section (1) & (2) of section 307 of keeping and maintaining a register of director's shareholding then the company and every officer of the company who is in default will be punishable with fine of up to Rs. 50,000/- and also with a further fine of up to Rs. 200/- for every day during which the default continues.

 

Declaration about appointment to a place of profit

 

S. 314(2A)-Declaration by a person to be appointed to a place of profit under the Company.

 

CDF CORPORATION

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001

Dated: .....................

To,

 

The Managing Director

A B C Limited

23, Green Park, New Delhi. Dear Sir,

 

We have for reference your letter dated 5th February 2002 intimating your intention for engaging our firm for providing maintenance services of the Company's plant, we hereby declare that none of the partners of our firm is in any way connected with any of the Directors of your Company.

 

The above declaration is being furnished pursuant to the provisions contained in Section 314 of the Companies Act, 1956.

 

Yours faithfully

For C D F Corporation.

 

Secretary

Memorandum as to variation of interest in contract of service of Managing Director

 

S. 302-Memorandum notifying the members the variations of the interest in the contract of service of a Managing Director

 

RUSHABH MANAGEMENT & INFOSYS

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001

 

Abstract of the terms of the appointment of Mr. A as a Managing Director of the company and the memorandum of interest pursuant to section 302 of the Companies Act, 1956.

 

The Central Government under its letter No . ………..    dated the ……….. 2000 ap­proved the appointment of and payment of remuneration to Mr. A, the Managing Director of the Company, with few amendments and these are hereby circulated for your information in reference to the earlier memorandum circulated along with the notice of the Annual General Meeting of the Company dated the ………..2002.

 

           

 

                       

As approved by you in the AGM held on the

As approved by the Central Government

 

1. Period of appointment for 5 years from           2002

Period of appointment for 3 years from

2. Salary of 90,000/- per month.

Salary of Rs. 87,000/- per month.

3. Commission at the rate of 1 per cent of the profit calculated in accordance with the provisions of the Companies Act.

Commission at the rate of 1 per cent of the profit, subject to a ceiling of50% of the salary for a year, calcu­lated in accordance with the appli­cable provisions of the Companies Act.

4. Benefit of the company's gratuity scheme providing for the retiring Director-15 days' salary for each completed year of service

Gratuity-Not exceeding one- half-month's salary for each completed year of service subject to a maxi­ mum of Rs. 30,000 or 20 months' salary, whichever is less

5. Total monetary value of the taxable perquisites like (a) partially furnished accommodation, and (b) free use of car with driver, in the aggregate not to exceed one- third of the total amount of salary.

Any excess of the expenditure on the non-taxable perquisites, namely, company's contribution to the- provident fund and pension/superannuation fund, medical benefits, leave travel concession and leave of one month for every 11 months working together with tax­ able perquisites namely residential accommodation and free use of car with driver shall not exceed one­ third of his salary/emoluments or Rs. 30,000 per annum, whichever is less.

 

 

The other terms of appointment of Mr. A, in so far as remuneration payable to him for his services rendered to the company as a Managing Director set out as along with the notice circulated to you with the notice of the Annual General Meeting dated the …….. 2002   remain unaltered.

 

The resolution passed by the Board of Directors on the …….. 2002 in re­spect of appointment of Mr. A as the Managing Director of the company and the terms and conditions therefor has been suitably amended by another Board Resolution dated the …….. 2002    to conform to the terms of approval of the Central Government.

 

Memorandum of Interest

 

No Director of the company, other than Mr. A, who is in whole-time employment of the company is concerned or interested in the aforesaid contract.

 

BY ORDER OF THE BOARD

(X Y Z)

 

Secretary.

Dated the …….. 2002

 

Allotment of shares of a company oversubscribed

 

Number of existing companies wanting to raise capital or any block shareholder offering dilution of their holding either in full or in part came out with public offer with tremendous success. While the offer from the part of the company or the block shareholders has to be made under usual procedure by issuing prospectus and application form for share subscription, but for allotment in the case of over subscription of a company one has to follow the usual guidelines issued by the SEBI under which allotment should be made and such allotment should be approved by the concerned Stock Exchange(s) with whom shares have been stated in the prospectus to be listed. The quantum of public issue should not exceed the amount specified in the prospectus. No retention of oversubscription is permissible under any circumstances. Only in case of issue of rights shares by unlisted companies oversubscription can be allotted.

 

Basis of allotment issued to the general public

 

S. 73-Notice in respect of the basis of allotment issued to the General Public

 

Basis of Allotment

 

The Chairman and the Board of Directors thank the investing public for their overwhelming response to the public issue of …….. equity shares of Rs……..  for cash at par/Fully convertible secured Debentures/Bonds. The Company re­ceived …….. valid applications for …….. Equity shares/Fully convertible secured debentures offered resulting in an over- subscription and finalised the Basis of Allotment of shares in consultation with the …….. Stock Exchange, and in pursuance of SEBI Guidelines.

 

            No. of Shares/Debentures ap-                No. of Shares/ De-                    Basis of allotment

                        plied for                                    bentures allotted

 

There will be …….. allottees for every Rs ……... shares allotted. Share Cer­tificates/Refund orders have been despatched/will be despatched shortly. All further correspondence in this regard may be addressed to the Company/Registrar to the issue at the following address:

 

For XYZ LIMITED,

 

CHAIRMAN

Dated: ............

 

Notification to the applicants of shares oversubscribed and allotment made

 

S. 73-Notification to the applicants of shares which were oversubscribed and allotment made as approved by the concerned Stock Exchange

 

RUSHABH MANAGEMENT & INFOSYS

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001

 

NOTICE

 

Offer for sale of equity shares

 

Dear Applicant,

 

We are pleased to inform you that the company received 80,000 valid applications for 50,00,000 equity shares against offer for issue of rights shares by the company of 2,50,000 equity shares of Rs. 10/- each for cash at a premium of Rs. 51- per share. The over subscription was, thus, twenty times of the offer for sale of shares by the Company and the Board expresses its heart-felt felicitation at such a mammoth public response to the shares of the Company.

 

You would appreciate that for actual allocation the company had to comply with the guidelines issued by the Central Government and, thus, in view of heavy over subscription, there was no possibility in giving allotment to each and every applicant. The final basis of allotment/transfer, as approved by the Bombay and Delhi Stock Exchanges, pursuant to SEBI (Disclosure and Investor Protection) Guidelines, 2000 Guidelines have been made.

 

We thank you for your overwhelming support to the company's offer and your faith and confidence expressed in the future of this company.

 

By Order of the Board Managing Director.

 

Dated the …….. 2002

 

Foreign Exchange Management Act, 1999

 

S. 6 of FEMA Capital Account transactions

 

(1) Subject to the provisions of sub-section (2), any person may sell or draw foreign exchange to or from an authorised person for a capital account transaction.

 

(2) The Reserve Bank may, in consultation with the Central Government, specify

 

(a) any class or classes of capital account transactions which are permissible;

 

(b) the limit up to which foreign exchange shall be admissible for such transaction:

 

Provided that the Reserve Bank shall not impose any restriction on the draw of foreign exchange for payments due on account of amortisation of loans or for depreciation of direct investments in the ordinary course of business.

 

(3) Without prejudice to the generality of the provisions of sub-section (2), the Reserve Bank may, by regulations, prohibit, restrict or regulate the following

 

(a)        transfer or issue of any foreign security by a person resident of India;

(b)        transfer or issue of any security by a person resident outside India;

(c)        transfer or issue of any security or foreign security by any branch, office or agency in India of a person resident outside India;

(d)        any borrowing or lending in foreign exchange in whatever form or by whatever name called;

(e)        any borrowing or lending in rupees in whatever form or by whatever name called between a person resident in India and a person resident outside India;

(f)        deposits between persons resident in India and persons resident outside India;

(g)        export, import or holding of currency or currency notes;

(h)        transfer of immovable property outside India, other than a lease not exceeding five years, by a person resident in India;

(i)         acquisition or transfer of immovable property in India, other than a lease, not exceeding five years, by a person resident outside India;

(j)         giving of a guarantee or surety in respect of any debt, obligation or other liability incurred

 

(i)         by a person resident in India and owed to a person resident outside India; or

(ii)        by a person resident outside India.

 

(4) A person resident in India may hold, own, transfer or invest in foreign currency, foreign security or any immovable property situated outside India; if such currency, security or property was acquired, held or owned by such person when he was resident outside India, or inherited from a person who was resident outside India.

 

(5) A person resident outside India may hold, own, transfer or invest in Indian currency, security or any immovable property situated in India, if such currency, security or property was acquired, held or owned by such person when he was resident in India or inherited from a person who was resident in India.

 

(6) Without prejudice to the provisions of this section, the Reserve Bank may, by regulation, prohibit, restrict, or regulate establishment in India of a branch, officer or other place of business by a person resident outside India, for carrying on any activity relating to such branch, office or other place of business.

 

Allotment of shares along with scripts and refund order in response of a dilution made under FEMA

 

S. 64-Noticefor the allotment of shares along with the scripts and refund order in response of a dilution made under FEMA

 

Offer for sale of equity shares in

K.R. Manufacturing Co. Ltd.

 

Regd. Office: ...............

 

            Ref. No                                                                                                                        Dated the ……..2002

 

To

 

Mr. PQR

...............

...............

 

Dear Sir/Madam,

 

Sale of 6,00,000 equity shares of Rs. 10/- each in K.R. Manufacturing Co. Ltd., for cash at a premium of Rs. 10 per share

 

With reference to your application for equity shares in K.R. Manufacturing Co. Ltd. (hereinafter called 'the company') with which you have sent application money at Rs.…….. to/­per share, the offer of shares as shown below, are transferred to you in accordance with the basis of allocation already notified in the press, and subject to the Memorandum and the Articles of Association of the company and the application form and the offer for sale.

 

2. The particulars of the shares applied for, transferred and the refund, if any, due to you, are given below:

 

 

Regd. Folio No.

Shares applied for

Shares transferred

Amount paid on application

Amount due on transfer

Balance amount refund able

Refund

Order No.

A/24349

300

100

3000

1000

2000

200341

           

1. The relative share certificate(s) for the shares transferred to you is enclosed.

2. Our refund order for the amount, if any, due to you is appended.

 

Yours faithfully

for K.R. MANUFACTURING CO. LTD.

 

(X Y Z)

Secretary.

 

Listing requirement-Certificate from bank

 

S. 12 of SEBI/S. 19 of SC (R) Act-Listing requirement-Certificate from Bank

 

To

Allahabad Bank,

Parliament Street,

New Delhi,

No ……..                                                                                                                                             Dated ……..

 

Dear Sirs,

 

Sub:     Issue of 25,00,000 Equity Shares of Rs. 10/- each-Listing Requirements­ Certificate

 

In connection with our Listing application made to Delhi and Mumbai Stock Exchanges, we have been called upon to furnish them with a Certificate that the application money received on the public issue by you on our behalf as one of the bankers to the issue has not been utilised by the Company for any other purpose till the date of allotment of shares.

 

We propose allotting shares in the meeting of the Board to be held on ..............and accordingly we request you to please issue us a certificate      (in tripli­cate) on the above lines. The certificate may please be despatched to us ............... latest by ...............

 

Thanking you,

 

Yours faithfully,

For XYZ Limited, Secretary

 

Information pursuant to listing requirements

 

S. 73-Notice of Intimation pursuant to listing requirements

 

X Y Z Limited

 

Registered Office:

 

In pursuance of the listing requirements, the Company is pleased to inform the dates of completion of the specified accounts as per the details given below.

 

Opening of Issue                                                                                   6-10-2000

Closing of Issue                                                                                     10-10-2000

 

Basis of Allotment finalised in consultation, with Stock

Exchange and in the presence of SEBI nominated public                          22-8-2002

representative

Allotment of share adopted by Board of Directors                                   22-8-2002

Date of completion of despatch of share Certificates, Re-                        14-9-2002

fund Orders and cancelled Stock Invests.

 

Stock Exchange                      Listing Application filed                                 Listing Approval

            on                                                                    Obtained on.

 

Bangalore                                 22-8-2002                                                         30-8-2002

Ahmedabad                              30-8-2002                                                         05-9-2002

Mumbai                                    30-8-2002                                                         19-9-2002

Kolkata                                     30-8-2002                                                         Awaited

Delhi                                        30-8-2002                                                         19-9-2002

 

Investors are requested to contact the Registrars to the issue whose address is given be­low in case of non-receipt of refund orders, cancelled Stock Invests, Share Certificates etc.

 

For X Y Z Limited

 

Place:

Dated:                                                                                                                                                  Director

 

Intimation regarding completion formalities of rights issue

 

S. 73181-Notice of Intimation regarding completion of formalities of rights issue

 

X Y Z LIMITED

Registered Office:

 

Issue of 40,40,062 Equity Shares of Rs. 10/- each for cash at a premium of Rs. 50/- per share aggregating Rs. 24, 24, 03, 720/- on 'Rights basis' closed on 28.02.2002.

1. Date of Approval of Basis of Allotment finalised in consulta­tion with the Stock Exchange          20-4-2002

2. Date of allotment                                                                                                                   21-4-2002

3. Date of Completion of despatch of share Certificates/Allotment Advice & Refund Orders(s).    6/9-5-2002

4. Date of filing of Listing Application with          .......     Stock Exchanges.                                  9-5-2002

 

Information regarding application through stockinvest

 

Mode of payment                      No. of applications (%)                          No. of allottees

Stockinvest                                           859                                                       853

            (5.91)                                                   (5.97)

Cash/Cheque/Draft                               13675                                                   13435

            (94.09)                                                  (94.03)

 

In case of non-receipt of Share Certificate(s)/ Refund order(s), the applicant(s) may write to:

                        L M L Private Ltd.

Place:                                                                                                                                       For ABC Limited

Date:                                                                                                                                        Secretary

 

Correction about the date of Extraordinary General Meeting

 

S. 169-Corrigendum notice

PUBLIC NOTICE

Corrigendum

 

IN NOTICE dated 18th September, 2002 under Section 17 of the Companies Act, 1956, which was published on 18th August, 2002, the date of Extraordinary General Meeting may be read as 16th September, 2002 in place of 16th June, 2002. All other matters will remain the same.

 

Place:                                                                                                                                       For XYZ Limited

Dated:                                                                                                                                      Director

 

Correction about the date of Annual General Meeting

 

S. 166-Notice of error by Publication in Newspaper

 

ERRATA ON ACCOUNT OF PRINTING MISTAKE

 

In the Notice of the Annual General Meeting dated 13-8-2002, the date of Eleventh Annual General Meeting of the Company has been, due to printing oversight, printed as September 17, 2002 INSTEAD OF September 27, 2002. The error is regretted.

 

 

By Order of the Board

Company Secretary

Place: ……..

Dated: ……..

 

Letter of allotment of shares

 

S. 73184-Letter of Allotment of Shares

 

X & CO. LTD.

LETTER OF ALLOTMENT

 

Public Issue of …….. equity shares of Rs …….. each for cash at par

 

The Board of Directors of the Company is pleased to allot to Allotment of the persons mentioned as holder(s) herein below, the number of shares shares given hereunder upon the terms of issue and subject to the Memorandum and Articles of Association of the company.

 

Equity share of Rs …….. each

Amount paid up per share Rs ................

Allotment money paid Rs ................

Allotment letter number

Authorised Signatory:

Folio number:

Name(s) of holder(s):

Number of shares:

Distinctive numbers:

 

In exchange of this letter of allotment duly discharged by the allot- Allotment/tee(s), the company will deliver the share certificate within 3 letter to be months from the date of receipt thereof. The company shall intimate returned the date on which the share certificate in exchange of this letter of allotment will be ready for delivery. This letter of allotment should not be returned to the company till such intimations are received.

            For ……..……..Limited

 

            Managing Director.

Issue of Share Certificates

 

In terms of Section 113 of the Companies Act, every company should deliver to the share/debenture-holders, the share/debenture certificates, within 3 months of allotment or within 2 months of transfer. Default in compliance with such a time limit is punishable with fine.

 

Issue of share certificates

 

S. 84/113-Notice regarding issue of share certificates

 

RUSHABH MANAGEMENT & INFOSYS

Regd. Office: 301, Pitru Ashirwad, Opp. C.N.S.Bank, Anand – 388 001.

 

To .....................

 

ISSUE OF SHARE CERTIFICATE

 

We are pleased to inform you that your share certificates are ready and then will be delivered to you as soon as you produce and surrender to the Company, the requisite letter of allotment in respect thereof.

 

Yours faithfully,

For Rushabh Mangement & Infosys

 

Dated:                                                                                                                                                  Secretary

 

 

Letter of allotment of debentures

 

S. 73/113-Letter of allotment of debentures

 

X & COMPANY LTD.

Regd. Offlice

Letter of Allotment

 

Public Issue of 15% secured redeemable non-convertible debentures of Rs …….. each for cash at Par

 

The Board of Directors of the Company is pleased to allot to the persons mentioned as holder(s) herein below the number of debentures bearing distinctive numbers given hereunder upon the terms of issue and subject to the Memorandum and Articles of Association of the Company.

 

            ............... 11% Secured Redeemable Non- convertible Debentures each of Rs ..........

 

Amount paid-up per debenture Rs ........

Allotment money paid (date) Rs ........

Allotment Letter No ...............

Authorised signatory ...............

Reg. Folio

Name(s) of Holder(s)

No. of Debenture(s)

Distinctive No.(s)

 

In exchange of this letter of allotment duly discharged by the allottee(s) the company will deliver the debenture certificate(s) within three months from the date of receipt by the company of the Certificate of Registration of mortgage/charge from the Registrar of Companies.

 

The Company shall intimate the date on which debenture certificate(s) in exchange of this letter of allotment will be ready for delivery. The letter of allotment should not be returned to the company till such intimations are received.

 

For X & Co. Ltd.

 

Managing Director.

 

Reverse:

 

Memorandum to transfers

(for office use only)

 

 

Date                 Transfer No.     Register                        Name(s) of       Initials               Authorised

                        Folio No.           Transferee(s)                                                                Signatory

 

 

Signature and full address of persons receiving debenture certificate

 

Signature

 

Signature(s) of the allottee(s)

 

1.         Name and address

2.

3.

 

NOTES (a) Sub-division or consolidation of the letter(s) of allotment into marketable lots will be made free of charge on surrender of the respective letter(s) of allotment and on receipt of a written request for sub-division or consolidation.

 

(b)        Pending issue of debenture certificate(s), transfer of debentures represented by this letter of allotment will be registered by the company upon delivery of the letter of allotment accompanied by a stamped transfer deed executed by the transferor (s) and transferee(s).

(c)        Interest on these debentures is payable half-yearly on 31st May and 30th November each year. The first such payment of interest

 

            will be made on …….. at 15% per annum for the proportion­ ate period from:

 

(a)        the date of allotment in respect of the amount payable on application and the excess of application money paid, if any, adjusted against allotment money, and

(b)        the date next following the last date on which allotment money is payable in respect of the amount paid on allotment till ............

 

Issue of duplicate share certificates or deposit certificates (S. 84)

 

Issue of duplicate share certificates is regulated by the provisions made in the Articles of Association of the company, which usually varies from company to company. The present day emphasis is mainly for simplification of the procedure and in many cases securing of an indemnity letter has been dropped in replacement of press notice for general information to be published either by the company or by the member/holder of such lost share certificate or deposit certificate. Rule 4(3) of the Companies (Issue of Share Certificates) Rules, 1960, must be considered in this connection.

 

When you issue duplicate share certificates, the original of which having been lost or destroyed:

 

(a)        take prior consent of your Board or any committee thereof such share Transfer Committee;

(b)        charge a feel not exceeding Rs. 2, as may be fixed by the Board. Proper evidence as to the original having been lost or destroyed should be obtained (Section 84). Fix up reasonable terms as to indemnity, publication of newspaper advertisement, bank guarantee, expenses, etc. etc.;

(ba)      in case of listed companies ensure that no fee is charged for issue of duplicate share certificates as per standard listing agreement;

(c)        state on the face of such-duplicate certificate and its counterpart the words, duplicate issued in lieu of share certificate No .     'The word" DUPLI­CATE' shall have also to be stamped or punched across the face of such duplicate certificate, that is, in the middle of its front body; -

(d)        issue new certificates in replacement of those which are lost within six weeks of notification of loss and receipt of proper indemnity if your company is listed on a Stock Exchange;

(e)        open one extra register,, that is, "Register of Renewed and Duplicate Certificates" in which enter particulars in this respect, viz., name of the persons to whom duplicate certificates are issued, number and date of issue of the old certificate etc. In the Register of Members, indicate the necessary changes made in its "Remarks column" and give cross references in both these registers for each other.

 

Specify the name(s) of the person(s), the shares to which it relates, and the amount paid-up thereon, on each share certificate.

 

Affix the common seal of the company in the presence of and under the signatures of

 

(i) two of your Directors or two persons acting on behalf of your Directors under a duly registered power of attorney; and

 

(ii) the Secretary or some other person appointed by the Board for the purpose.

 

Not more than one of such two Directors shall be a Managing or Whole-time Director if there is one.

 

In this respect, your Directors (and not the Secretary or the other person authorised) may affix signatures by means of any machine, equipment or other mechanical means such as engraving in metal or lithography (but not by rubber stamp). The Directors so signing shall be responsible for the safe custody of such mechanical device or material.

 

The Secretary or the person appointed by the Board for the purpose of sealing and signing the share certificates, will authenticate all the entries made in the Register of Members and the register of renewed and duplicate certificates.

 

The functions of the Board, as mentioned above, can also be exercised by a committee thereof consisting of not less than three Directors where Directors are more than six, and if below that number, then two. At least half of the Directors in this committee shall consist of Directors other than a Managing or Whole-time Director.

 

Issue of duplicate letter of allotment-cum-share certificate in lieu of originals

 

S. 84/113-Notice of Issue of duplicate letter of allotment-cum-share certificate in lieu of original allotment letters which are lost

 

X Y Z LIMITED

Regd. Office:

 

NOTICE

 

Notice is hereby given that the following Letters of Allotment-Cum-S hare certificates for Part 'A' of Partly convertible Debentures which have already been converted into equity shares on       (date) are reported to have been lost and that the Debenture/Shareholders as given below have applied for issue of dupli­cate Letter - of Allotments-Cum-S hare Certificates in lieu of the originals. The company will proceed to issue the duplicate Share Certificate in favour of the following Debenture/share- holders unless any valid objection is received within 15 days from the date of publication of this notice.

 

S. No.                           Folio No./Name                                                 Letter of allotment-cum- share

                        certificate Nos.

(Part A) No. of shares

 

 

Place:                                                                                                                           By Order of the Board

 

Date:                                                                                                                            Company Secretary

 

Loss of share certificates and issue of duplicate share certificates

 

S. 84/113-Notice of loss of share certificates and issue of duplicate share certificates in lieu thereof

 

X Y Z LIMITED

Regd. Office

 

NOTICE

 

Notice is hereby given that Share Certificate Nos. have been reported lost/misplaced. The Sub-Committee of Board of Directors have considered the matter and decided to issue duplicate share Certificates to the said shareholders provided no objection is received from any person within 15 days from the date of publication of this notice.

 

Place:   For X Y Z Limited

 

Dated: Company Secretary.

 

Procedure for issuing duplicate share certificates

 

1. Forwarding of indemnity bond and affidavit to members reporting loss of share certificate.-Send format of the indemnity bond and affidavit to the members reporting the loss of certificate, requesting the member to execute the same on stamp paper.

 

I

 

2. Advertisements in newspapers indicating company's intention to issue duplicate share certificate.-On receipt of indemnity bond and affidavit give advertisement in the newspaper indicating the distinctive number, the company's intention to issue duplicate in lieu thereof and the time limit for receipt of objections, if any.

 

3. Pass resolution to issue duplicate share certificate.-If no objection is received within the time-limit specified in the advertisement pass resolution in meeting of Board/Committee of Directors/ Share Transfer Committee for issue of duplicate share certificate.

 

4. Issue of new certificate within six weeks of notification of loss.-Issue the new certificates under the common seal of the company, duly signed by two directors and the Secretary or authorised signatories within six weeks of notification of loss, (in case of listed companies).

 

5. Words "duplicate issued in lieu of share certificate'.-No is to be stated on face of duplicate certificate. State on the face of the duplicate share certificate the words duplicate issued in lieu of share certificate No .............

 

6. Share certificate a declaration by company that person named there-in is a share holder.-A share certificate is a declaration by the company to all the world that the person in whose name the certificate is made out and to whom it is given is a shareholder in the company and it is given by the company with the intention that it shall be so used by the person to whom it is given, and acted upon in the sale and transfer of shares. (Ghanshyam Chaturbhai v. Industrial Ceramic Pvt. Ltd. (1990) 68 Com. Cas. 36 (Mad.)

 

7. Section 113 applicable to share certificates.-Section 113 applies only to certificate of shares, etc, and not to letters of allotment. (Hindustan Development Corpn. Ltd., Calcutta Re, (1993) 2 Comp. U 257.)

 

8. Duplicate certificate.-The right to obtain duplicate certificate for the original which has been lost or become mutilated is conferred by S. 84(4) and same is issued in accordance with Rule 4(3) of the Companies (Issue of Share Certificate) Rules, 1960.

 

Letter to shareholders

 

S. 53-Format of letter to shareholders generally given

 

No ...........

 

To

.................

......................

 

Dear Sir(s)/Madam,

 

With reference to your letter dated ........... we have to inform you as follows:

 

1.         We shall correct your name as ........... in the Books of the Company.

2.         We confirm having noted the change in your address in the books of the Company.

3.         Please note that shares when once allotted cannot be reduced. You may however arrange to sell such number of shares as you wish to dispose of to another person by means of an instrument of transfer.

4.         For the purpose of transferring your shares from your single name to the joint names of yourself and ........... you have to submit to us an instrument of transfer duly completed by yourself as transferor and ...........as transferee.

5.         The Instrument of transfer should be completed in all respects and should bear Share Transfer Revenue Stamp @ 0.50 per Rs. 100/- or part thereof calculated on the nominal value or the market value of the shares whichever is higher. Duly Completed, stamped and executed instrument of transfer should be delivered to the company either by hand or by Registered Post along with the relative Share Certificates/Allotment letter.

 

Please note that the blank instrument of transfer can be had from any of the Share Brokers or from the Stock Exchange at ........ Share Transfer Revenue Stamps can be had from the Stamp Office at your city/town. If however you have any difficulty in getting the blank transfer forms/share Transfer Revenue Stamps, kindly write to us so that we can arrange to send the same to you.

 

6.         We have also received ........... First & Final Call Notice No. duly re­ceipted. We shall endorse particulars of the call payment on the share cer­tificate.

 

7.         We have received Allotment Letter No . ........... duly discharged by you. We shall send you the relative Share Certificate pertaining to the aforesaid Allotment Letter as soon as it is ready.

 

                        Yours faithfully

Dated                                                                                                                                       For XYZ Limited

 

SECRETARY

 

Press Notification of a single lost share certificate

 

S. 84-Press notification in respect of a lost share certificate given by the company

 

PUBLIC NOTICE

Rushabh Management & Infosys

301, Ashirwad Comp, Anand - 388 001.

 

NOTICE

 

Share Certificate No. 90379 for 200 equity shares of the company having Distinctive Nos. 12341 to 12540 registered in the joint name of Mr. Lakshmi Kant Ahuja and Mrs. Sulochana Devi having been reported lost, destroyed, mutilated (as the case may be), the Board will decide to issue the duplicate certificate in lieu thereof, if no objection is received within fifteen days from the publication of this notice.

 

BY ORDER OF THE BOARD

(X Y Z)

Secretary.

 

Dated the          2002.

 

Loss of Share Certificates

 

S. 84-Public Notice of Loss of Share Certificates in General

 

Notice is being given that following share certificates for 141 equity shares of the company are reported lost/misplaced and are not traceable by the shareholders concerned.

 

 

Certificate No.                          Distinctive No.                                      No. of shares

 

 

 

 

 

 

If no claim is received within 14 days, from the date of publication of this notice, the company will issue duplicate share certificates in lieu thereof and the original share certificates will be cancelled.

 

By order of the Board

(XYZ)

 

Secretary

 

Place: ..........................

 

Dated: ..........................

 

Loss of Minute Book

 

X Y Z Limited

 

S. 193-Public notice for loss of minute book

 

It is hereby informed to the general public that the Minutes Books of Board of Directors and shareholders meeting of the following two Companies were stolen along with some other articles from the registered office of the Companies ........... (Place) and ........... (Place) on the night of ...........

 

It is requested that if the above Minutes Books are found to anyone the same may be deposited at the above address of the companies and the company will pay traveling/conveyance expenses to such person.

 

Place: ........................

 

Date:                                                                                                                                        By Order of the Board

 

Director

 

Fee for issue of new certificate in replacement of torn etc.

 

S. 84 - Fee for issue of new certificate in replacement of torn etc.

 

The Executive Director,

The Delhi Stock Exchange Association Limited,

3 & 4/413, Asaf Ali Road,

New Delhi

 

No . ...........                                                                                                                                          Dated ...........

 

Dear Sir,

 

Sub:      Fees for issue of new certificates in replacement of torn etc. and against request for sub-division and consolidation of Shares.

 

We reproduce below Article 20 of the Association of our Company for your kind perusal:

 

"No fees shall be charged exceeding those which may be agreed upon with the -Exchange­

 

(i)         for issue of new certificates in replacement of those that are torn, defaced, lost or destroyed;

(ii)        for sub-division and consolidation of shares and debenture certificates and for sub-division of letter of Allotment and Split, Consolidation Renewal and Pucca Transfer Receipts into denominations other than those fixed for the market units of trading".

 

Keeping in view the cost of paper and printing involved in preparing share certificates as well as postage in sending share certificates to shareholders, it is proposed to levy a charge of Rs. 2/- per share certificate issued by the company in replacement of those that are torn, defaced, lost or destroyed and on share certificates which are sub-divided and/or consolidated, on the request of shareholders, other than those fixed for market unit for trading. The market unit for trading is 50 equity shares in our case.

 

We shall be grateful if you will kindly confirm that our charging a sum of Rs. 2/- per share certificate in the aforesaid case has your approval.

 

 

Thanking you and assuring you of our best attention always,

            Yours faithfully,

            For XYZ Limited

                        Secretary

 

Issue of duplicate fixed deposit receipt

 

S. 84-Public Notice for issue of duplicate fixed deposit receipt

 

PUBLIC NOTICE

 

RUSHABH MANAGEMENT & INFOSYS

301, Ashirwad Comp, Anand - 388 001.

 

Issue of Duplicate Fixed Deposit Receipt

 

The following fixed deposit receipts issued by the company having been reported lost, duplicate receipts will be issued (marked as duplicate) in lieu thereof, if no objection is received within fifteen days from the date of this notice after cancelling the original fixed deposit receipts:

 

Receipt No. & date                              Amount Rs.                   Issued in favour of

 

5012 dated 18-8-2002                            Rs. 10,000/-                  Mr. ABC

3907 dated 27-9-2002                            Rs. 5,000/-                    Mr. BCD & Mrs. CDE

2959 dated 22-9-2002                            Rs. 25,000/-                  Mrs. DEF

 

                        BY ORDER OF THE BOARD

                                                            (X Y Z)

                                                Secretary.

 

Dated the          2002.

 

Issue of duplicate share certificate

(Another format)

 

S. 84-Public Notice of Issue of Duplicate Share Certificate

 

For issue of duplicate share certificates in place of lost, mis-laid or stolen certificates: Notice is hereby given that the following Equity Share Certificates issued by the Company are stated to have been lost, mislaid or stolen and registered holders thereof have applied to the Company for the issue of duplicate share certificate.

 

Folio No.

Name No. of Shares

Cert. No

Distinctive No

 

The public are hereby warned against purchasing or dealing with above share certificates in any way. Any person(s) who has/have a claim in respect of the said shares should lodge such claim with the Company at its Registered Office within 15 days from the date of this publication failing which the Company will proceed to issue duplicate share certificates in respect of the said shares after cancelling the said original share certificates.

 

By order of the Board

            XYZ

 

Secretary

Place: ..........................

 

Dated: .........................

 

Resignation of the Director to be retired by rotation and proposed to be re­ appointed at the Annual General Meeting

 

It may happen sometimes that the Director who is to retire by rotation and proposed to be re-appointed resigned from the Board after the issue of the notice of the Annual General Meeting but before the date when that meeting is to be held. There is no set procedure to deal with such contingencies either in the Companies Act, 1956, or in the articles of a company. The reasonable step under this circumstance is to issue a 'General Notice' through press advertisement for the information of the members and may also publish along with that a notice from a member proposing any other person to the office of a Director to be appointed in the Annual General Meeting for which special notice has to be issued pursuant to section 257 of the Act.

 

Resignation of a retiring Director

 

S. 255/257/262-Notice through press advertisement about resignation of a retiring Director

 

RUSHABH MANAGEMENT & INFOSYS

301, Ashirwad Comp, Anand - 388 001.

 

NOTICE

 

This is to notify the members of the company that subsequent to the issue of the company's notice for its Annual General Meeting dated the ……… 2002,the company has received a letter on the ……… 2002, from Mr. ABC, a Director, who was to retire at the forthcoming Annual General Meeting and had been pro­posed to be re-elected as a Director of the company, resigning from the Board of Directors of the company with immediate effect. Your Board of Directors at a meeting held on the ……… 2002, accepted resignation of Mr. ABC from the Board with immediate effect. At the same meeting, the Board of Directors has appointed Mr. BCD in the casual vacancy caused by the resignation of Mr. ABC.

 

Notice is hereby given that an intimation has been received by the company from a shareholder expressing his intention proposing Mr. BCD as a candidate for the office of Director in the vacancy caused by the resignation of Mr. ABC who was to retire by rotation at the ensuing Annual General Meeting and that such notice is to be considered at the said Annual General Meeting to be held on the ……… 2002.

 

BY ORDER OF THE BOARD

(X Y Z)

Secretary.

Dated the ……… 2002.

 

Change of address of a member

 

S. 150-Notice of change of address of a member

 

To

M/s      Limited

 

Register Folio No ...............

 

Dear Sirs,

CHANGE OF ADDRESS

 

Kindly take on records, my new address as follows for your future communication and make necessary corrections in the Register of Members of your company.

 

Name and address ......................

......................

                        ......................

Thanking you,

Yours faithfully,

            ...............

            Signature

 

Place: ...................

Date: ...................

Payment of interim dividend

 

S. 205-Regn. 86 Table A-Public Notice of payment of interim dividend

 

PUBLIC NOTICE

RUSHABH MANAGEMENT  & INFOSYS

301, Ashirwad Comp, Anand - 388 001.

 

Members are hereby notified that the Board of Directors of the company at their meeting held on ……… have resolved to pay an interim dividend of ……… subject to deduction of tax at source on the equity shares issued by company to those members whose names would appear on the Register of Mem­bers as on ...............

 

Notice is also hereby given that those members entitled to dividend without deduction of tax at source, are required to send the prescribed form to the company so as to reach the company on or before ...............

 

BY ORDER OF THE BOARD

(X Y Z)

Secretary.

 

Dated the ……… 2002.

 

Composite Notice of Declaration of Interim dividend

 

S. 205-Composit Notice of declaration of interim dividend change of address and information about bank account member

 

X Y Z LIMITED

Registered Office

 

NOTICE TO SHAREHOLDERS

 

The Board of Directors at their meeting held on ……… had approved pay­ment of an Interim dividend at the rate of 30% (i.e. Rs. 3.00 per equity share) for the fifteen months period ended ……… In the previous financial year ended ……… the interim dividend was paid at the rate of 25% (i.e. Rs. 2.50 per equity share) only.

 

The interim dividend will be paid on or before ……… to those shareholders whose names would appear in the Register of Members on ……… which has been fixed as the Record Date for this purpose.

 

The interim dividend will be paid on the paid-up share capital of the Company as enhanced by the issue of equity share of ……… Rs. 10/- each allotted to the Indian associates of the Management Group on ……… and of ……… equity shares of Rs. 10/- each issued at a premium of Rs. 30/- per share on a Rights basis al­lotted on ……… The shares allotted during the financial year will qualify for the interim dividend on a pro-rata basis.

 

Any intimation of change of address, dividend mandates and Form 15G duly completed, where applicable, must be deposited with the company Secretary's Department, X Y Z Limited ……… positively within………

 

The shareholders are also requested to intimate their Bank Account Number to enable the Company to Incorporate the same on the Dividend warrant to prevent occurrence of any misappropriation or wrong credits. The folio number of the shareholders must also be mentioned in all such cases.

 

Regd. Office: ………                                                                                                                For X Y Z Limited

 

Dated:                                                                                                                                      Company Secretary

 

Interim Dividend

 

The Board cannot pay interim dividend if there is no provision in the Articles of Association of the company. The payment of interim dividend does not create any debt on the part of the company. (Lagunas Nitrate Co. Ltd. v. Schroeder and Co. and Schmidt (1901) 85 LT 22.). A general notice in newspaper be issued in an English Newspaper about the record date at least seven days in advance. Three copies of the general meeting notice shall be sent to Stock Exchange concerned. The Companies (Amendment) Act, 2000 has inserted clause (14A) in section 2 of the Companies Act, 1956 making dividend to include interim dividend.

 

Declaring a company Nidhi/Mutual Benefit Society

 

S. 620-A-Notice by way of an Application for declaring a Company Nidhi/Mutual Benefit Society

 

To

 

The Secretary, Department of Company Affairs, Shastri Bhavan, 5th Floor, "A" Wing, Dr. Rajendra Prasad Road, New Delhi- I 10 00 1.

 

We are sending application for declaring our Company as a Nidhi/Mutual Benefit Society pursuant to the provisions contained in Section 620A(2) of the Companies Act, 1956.

 

Our Company was incorporated with its main object, inter alia, to enable the members to save money, to invest their savings and to secure loans at favourable rates of interest particularly with a view to inculcate the idea of thrift and compulsory- savings in the minds of poor and middle class people. In this connection we enclose the following documents for your kind perusal:

 

(1)        A Certified true copy each of the Memorandum and Articles of Association of the Company.

(2)        Certified true copies of the Annual Accounts for the financial years ended on 1999-2000, 2000-2001 and 2001-2002.

            (3)        Demand Draft No ……… for Rs ……… at the requisite application fee.

 

We hope you will consider our application favourably and accord your approval at the earliest.

 

A copy of the complete set of the application has also been sent to the Registrar of Companies, Bombay for information.

 

Thanking you,

Yours faithfully,

Dated:                                                                                                                                      For XYZ Limited

 

Secretary         

Encls: As above

 

S. 620 A - Modifications applicable to Nidhi Companies

 

With effect from 23rd February, 1998 the Central Government has exempted Nidhi or a Mutual Benefit Society from the requirement of Central Government's approval under section 309(4) for remuneration payable to a managerial personnel subject to the following conditions:

 

(i)         the Nidhi or Mutual Benefit Society does not have a Managing Director or a Whole-time Director or a Manager;

(ii)        the remuneration payable during a financial year to all the Directors of the Nidhi or the Mutual Benefit Society should not exceed 10% of the net profits of such a company or Rupees Five Lacs whichever is less;

(iii)       the remuneration payable should be approved by a special resolution passed in this behalf by Nidhi or Mutual Benefit Society.

 

S. 637A - Lending limits for Nidhi Companies

 

A Nidhi or a Mutual Benefit Society should not give to any borrower loans or advances exceeding Rupees Two Lacs where the total amount of deposit of such Nidhi or Mutual Benefit Society from its members is Rupees Two crore or less. Where the deposits of a Nidhi or a Mutual Benefit Society from its members are more than Rupees Two Crores but are Rupees Twenty crores or less then such a society should not give any borrowers loans or advances exceeding I % of its total deposits or Rupees Seven Lacs Fifty Thousand whichever is less. The limit of giving loans or advances should not exceed Rupees Twelve lacs where the deposits of Nidhi or Mutual Benefit Society from its members are more than Rupees Twenty crores but are Rupees Fifty crores or less. The said limit should not exceed Rupees Fifteen lacs where the deposits of Nidhi or Mutual Society from its member are more than Rupees Fifty crores. No Nidhi or Mutual Benefit Society should give to any borrower loans or advances exceeding Rupees Seven Lacs Fifty Thousand if such Nidhi or Mutual Benefit Society has not made profits in the three preceding years. [F. No. 1/3/98-CLV dated 23-2-1998] This notification has made amendments in the earlier notification dated 20th October, 1997. Another notification GSR 72(E) dated 7th December, 1998 further amended the said October, notification which substitutes existing clause (b) sub-clause (1) to the effect that total net owned fund and its preference share capital is not less than Rs. 25 lakhs or such amount as the Central Government may specify from time to time. Provided that the existing nidhis or mutual benefit societies should have the said amount before 31-12-2002. Central Government has further made directions through Notifications No. GSR 737(E), dated I- I 1- 1999, GSR 780(E) dated 19-11-1999, GSR 347(E), dated 25-4-2000 giving further restriction for raising of deposits and opening of branches etc. The aforesaid Notifications were superseded by Notification No. GSR 555(E) dated 26-7-2001 except as respect things done or omitted to be before the said supersession. This Notification was further amended by Notification No. GSR 308(E) dated 30-4-2002.