RE: LEGAL OPINION IN CONNECTION WITH 15 (FIFTEEN) LOST SHARES OF THE BANK AND ISSUANCE OF DUPLICATE CERTIFICATE IN RELATION TO THE SAME.
We refer to your letter dated 19.03.2008 on the above subject.
On perusal of your letter, it appears that on 10.7.2007 Bank 1 (the “Bank”) received a letter from Mr. x wherein he stated that 15 (fifteen) shares of the Bank (the “Shares”) under certificate nos. 010513, 061264 & 072772 (the “Share Certificates”) were purchased by him through Company 1 and the Share Certificates along with the relevant instruments of transfer (Form 117) were lost from his custody. Mr. x has requested the Bank to transfer the Shares to his name.
Mr. x has provided the Bank with the transaction copy of the above securities dated 12.09.2006 and a certificate from Company 1 in support of the genuineness of his purchase of the Shares along with other evidences/documents.
In the circumstances stated above, you require our legal opinion as to whether the Bank may issue duplicate share certificate in lieu of the lost Share Certificates and thereafter transfer the Shares to the name of Mr. x.
Article 13 of the Articles of Association of the Bank states as follows:
“13. If a share certificate is defaced, lost, destroyed or used up, duplicate in lieu of such defaced, lost, destroyed or used up certificate may be issued on payment of Tk. 2/- or such lesser sum as the Directors may determine together with the notification charge in the papers and also on such terms as to evidence and indemnity as the Directors think fit.”
Therefore, the Bank may issue duplicate share certificates in lieu of the lost Share Certificates i.e. share certificate nos. 010513, 061264 & 072772, provided that the Board of Directors are satisfied with the evidence submitted by Mr. x and provided that Mr. X has paid the amount of money required under Article 13 of the Articles of Association. The Board of Directors may also if they think fit require Mr. x to submit indemnity. From the provided documents it appears that Mr. x has submitted an Indemnity Bond dated 09.10.2007 in favour of the Bank. We have perused the said indemnity bond and the same appears to be in order.
After the Bank has issued the duplicate share certificates, the Board of Directors of the Bank may, in accordance with Section 38 of the Companies Act 1994, approve the transfer of the Shares to the name of Mr. x upon an application to do the same by Mr. x provided that Mr. x has submitted the duplicate share certificates along with proper instruments of transfer (Form 117) duly stamped and executed by the transferors and Mr. x.
Should you have any further query, do not hesitate to revert to us.
For: “The Lawyers & Jurists”