Sourav, Soumyadip, Sucharita and Sohini are four directors of Supershine Detergents Ltd. They decided to convene a meeting on 20th February, 2025 to discuss, consider and solve some issues the company is facing in the co

CS Executive · Company Law and Practice · PYQS · June 2025
Sourav, Soumyadip, Sucharita and Sohini are four directors of Supershine Detergents Ltd. They decided to convene a meeting on 20th February, 2025 to discuss, consider and solve some issues the company is facing in the corporate secretarial compliances since few days. As there is no qualified Company Secretary at present in the company, they invited you, as a practising Company Secretary in the meeting, to take you valued views on the divergent issues and move forward accordingly. Sohini started the discussion stating that five hundred equity shares of the company are presently held jointly by Dhiman, Bobby and Sam-their names appearing in the share certificates in this order. The joint shareholders want a transposition of the names in the order Sam, Dhiman and Bobby for in respect of three hundred shares. Sohini requested the members of the Board to analyse the if this is feasible. Based on the above facts and integrated case, referring to the provisions of Companies Act, 2013, answer the following: (a) Can the directors of the company allow transposition of names in the share certificate? Advise the Board, whether form SH-4 is required to be executed.

Answer & Explanation:

In case of joint shareholders one or more of them may require the company to alter or re arrange the order of their names in the register of members of the company. If the company provides in its articles that the senior most amongst the joint shareholders will be recognised for all processes like service of notice, voting at the meeting etc. the request of transposition may be duly considered and approved by the Board or other authorised officer of the company. Since no transfer of any interest in the shares take place on such transposition it does not require payment of stamp duty. Section 56 of the Companies Act, 2013 read with Rule 11 of the Companies (Share Capital and Debentures) Rules, 2014, is primarily for the transfer of securities where there is a change in ownership from one person to another. Since transposition does not involve a change in ownership, it falls outside the purview of requiring a Form SH-4. The stock exchange division of Department of Economic Affairs has clarified that there is no need of execution of transfer deed if requirement of change of order of name is made in writing by all joint holders. Hence a joint application by all the shareholders will be sufficient if it is for entire holding. Transposition of names of shareholders in the register of members do not require the execution through instrument of transfer in Form SH-4. If transposition is needed in case of part of holding, execution of transfer deed with payment of stamp duty will be needed. The Board of directors are advised accordingly.

Topics: Share Capital and Debentures

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