We have discussed Section 72 of the Companies Act, 2013 dealing with power to nominate by a security holder earlier here.
Rule 7 of the Companies (Share Capital and Debentures) Rules 2014 makes detailed provision for this purpose.
Any holder of securities of a company may, at any time, nominate, in Form SH – 13, any person as his nominee in whom the securities shall vest in the event of his death.
On the receipt of the nomination form, a corresponding entry shall forthwith be made in the relevant register of securities holders, maintained under section 88.
Where the nomination is made in respect of the securities held by more than one person jointly, all joint holders shall together nominate in Form SH – 13 any person as nominee.
The request for nomination should be recorded by the Company within a period of two months from the date of receipt of the duly filled and signed nomination form.
In the event of death of the holder of securities or where the securities are held by more than one person jointly, in the event of death of all the joint holders, the person nominated as the nominee may upon the production of such evidence as may be required by the Board, elect, either-
(a) to register himself as holder of the securities ; or
(b) to transfer the securities, as the deceased holder could have done.
If the person being a nominee, so becoming entitled, elects to be registered as holder of the securities himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects and such notice shall be accompanied with the death certificate of the deceased share or debenture holder(s).
All the limitations, restrictions and provisions of the Act relating to the right to transfer and the registration of transfers of securities shall be applicable to any such notice or transfer as aforesaid as if the death of the share or debenture holder had not occurred and the notice or transfer were a transfer signed by that shareholder or debenture holder, as the case may be.
A person, being a nominee, becoming entitled to any securities by reason of the death of the holder shall be entitled to the same dividends or interests and other advantages to which he would have been entitled to if he were the registered holder of the securities except that he shall not, before being registered as a holder in respect of such securities, be entitled in respect of these securities to exercise any right conferred by the membership in relation to meetings of the company. The Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the securities, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends or interests, bonuses or other moneys payable in respect of the securities, as the case may be, until the requirements of the notice have been complied with.
A nomination may be cancelled, or varied by nominating any other person in place of the present nominee, by the holder of securities who has made the nomination, by giving a notice of such cancellation or variation, to the company in Form SH – 14.
The cancellation or variation shall take effect from the date on which the notice of such variation or cancellation is received by the company.
Where the nominee is a minor, the holder of the securities, making the nomination, may appoint a person in Form SH – 14 who shall become entitled to the securities of the company, in the event of death of the nominee during his minority.
Form – 13 and Form – 14:
This Forms need following particulars:
Particular of Securities:
Nature of Security
Number of Securities
Securities Certificate Number
Distinctive Numbers of Securities
Particular of Nominee:
Date of Birth
Father/ Mother/ Spouse Name
E – mail ID
Relationship with Security holder
Particulars in case of Minor Nominee:
Date of Birth
Date of Attaining Majority
Name of Guardian
Address of Guardian
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