Rajendra C. Butala Vs Mayur Uniquoters Limited (NCLT Jaipur)
Under the Companies Act, 2013, the issuance of duplicate debenture certificates is governed by rules similar to those for shares. This article delves into the provisions and legal implications, referencing the case of Rajendra C. Butala Vs Mayur Uniquoters Limited before the NCLT Jaipur.
Queries Related to the Debentures
Query no. 1- Can duplicate debenture certificate can be issued?
Ans- Yes.
The Companies Act, 2013 and rules thereunder provides for the issue of duplicate Share certificates. However, the Act is silent about the issue of duplicate Debenture Certificate. So, it is deemed that these provisions are also applicable for the issue of duplicate Debenture Certificate.
As per Section 46 read with Rule 6 of Companies (Share capital and Debentures) Rules, 2014:
1. A Duplicate share certificate in lieu of those that are lost or destroyed can be issued by company only after the approval of the Board of Directors.
2. Board of Director shall impose such fees, as they think fit, for issuing duplicate share certificate lieu of those that are lost or destroyed. The fees imposed by the board shall not be more than rupees fifty per certificate.
3. Board of Directors shall prescribe certain reasonable conditions before issuing duplicate certificate such as furnishing supporting evidence and indemnity and the payment of out-of-pocket expenses incurred by the company in investigating the evidence produced.
4. In case of unlisted companies, the duplicate share certificates shall be issued within a period of three months, from the date of submission of complete documents with the company respectively.
Note: Article of association may mention additional requirement for issuing duplicate share certificate which are consistence with conditions mentioned under the provisions of Section 46 read with Rule 6 of Companies (Share capital and Debentures) Rules, 2014. Further, if no such procedure is mentioned in “Article of Association” for issuing duplicate share certificate in lieu of those that are lost or stolen then Company can prescribe the procedure to the shareholder consistent with the provisions of Section 46 read with Rule 6 of Companies (Share capital and Debentures) Rules, 2014.
