Nomination

  • How can you make a nomination?

    With a view to enabling the shareholders to appoint nominees for their shareholding(s), the Companies (Amendment) Act, 1999has made provision under which a shareholder can now nominate a person in whom the share or debenture or deposit would vest with, in the event of former's death. Pursuant to this provision, the Department of Company Affairs has by Notification No GSR 23(F) dated 12th January, 1999 prescribed Form 2B for making nomination in respect of shares, pursuant to Rules 4CCC and 5D of the Companies (Central Government) General Rules and Forms, 1956.

    Hence you can make a nomination by filling in and sending Form 2B singly if you are a sole holder or jointly if you are joint holders to KCPL. After verifying your signatures your nomination would be registered and an intimation of the same would be sent to you, which you are requested to preserve to avoid any future

    Important points to note

    • Always include your complete address along with pin code while filling in the transferdeed/opening an account with a Depository Participant
    • Keep photocopies of certificates, transfer deeds and other documents sent by post to KCPL. In case of a loss in transit, they come handy. 
    • A transfer deed for shares is valid for only one year from the date of presentation or the last book closure of the company, whichever is later

  • Who can make a nomination?

    The nomination can be made only by individual(s) holding shares singly or jointly.If the shares are held jointly, all the joint holders will sign the nomination form. Non-individuals including a society, trust, body corporate, partnership firm, karta of Hindu Undivided Family and holder of Power of Attorney cannot nominate.

  • Can a shareholder nominate more than one person to hold shares jointly in the event of his demise?

    Section109A (1) provides for the nomination of "a person", Form 2Bprescribed for nomination requires the "name and address of the nominee". The view is that only one nomination is allowed to be made per folio. However if the shareholders hold in more than one folio but in different order of names or hold in joint names in more than one folio in different combination of names, then they can appoint different nominees under each folio.

  • Can a shareholder change his nomination?

    A shareholder can change the nomination as and when he so desires. However, the rules do not prescribe any specific manner in which the variation or cancellation of the nomination can be made. In the absence of clear guidelines or rules, shareholder can change the nomination by a letter revoking his old nomination and submitting Form 2B for change in nomination.

  • How does Adani Power establish the identity of the nominee in case of death of the shareholder?

    The prescribed Form 2B only provides for the name and address of the nominee.Section 109B (1) provides that the Board may require the nominee to provide and produce such evidence to prove his identity as thought necessary in the opinion of the Board. Without prejudice to the above, the shareholder may also provide the specimen signature of the nominee duly attested by his banker where he is holding an account along with Form 2B.

  • Can the shareholders holding shares jointly make a nomination?

    Yes.Shareholders holding shares jointly may together nominate a person to whom the shares shall vest in the event of death of all joint holders.

  • What is the effect of death of one of the joint holders on nomination?

    In the event of death of one of the joint holders, the shares get transmitted in the name of the surviving holder. The death of one of the joint holders does not rescind the nomination. Nominee will have title to the shares only on the death of all the joint holders.

  • Can the surviving joint holder make a fresh nomination by revoking earlier nomination?

    Under the laws of wills and testamentary dispositions, joint wills cannot be revoke dafter the demise of one of the joint testators. Extending the principle in this case would suggest that nominations made jointly cannot be revoked after the demise of one of the joint holders. However under section 109A the nomination made are to take effect notwithstanding testamentary dispositions, or otherwise.

     There foreondemise of one of the joint holders the remaining joint holder would be come sole member. In such case, fresh nomination in prescribed manner could be made revoking the old nomination.

  • Can nomination be made in favour of a minor?

    Yes.Nomination can be made in favor of minor. In that event, the name and address of the guardian shall be given by the holder.

  • What will happen when a shareholder dies leaving a minor nominee?

    Sub-Section(4) of Section 109A provides that it shall be lawful for the holder of the shares to nominate in the prescribed manner any person to become entitled to shares of the company in the event of his death during the minority of the nominee. A perusal of the prescribed Form 2B reveals that in case of a minor nominee, a person shall be named as guardian to whom the shares shall vest in the event of death of the shareholder during minority of nominee. 

  • Do further acquisitions of shares under a given Folio get covered by the nomination?

    A shareholder is required to fill in the distinctive numbers of shares on Form 2Band the shares covered by these distinctive shall be transmitted to the nominee in the event of death of the shareholder. For any further acquisition of shares of Adani Power, the shareholders will have to extend the nomination to the additional shares by filling in the necessary Form 2B as the existing nomination does not automatically cover the additional shares. To ensure that the nomination is valid, the shareholders need to make specific mention of all distinctive numbers.

  • Can shareholders nominate a person for a part of their holdings?

    The nomination should be for the full holding and not part.

  • Does a will by the shareholder override the nomination?

    The Act provides that the nomination overrides a will or any other testamentary law/instrument.

  • Can a nominee transfer the shares after the death of the shareholder?

    A nominee is entitled to transfer the inherited shares in the same manner as the deceased shareholder could have made without having to transmit the shares in his name.

  • Is the nominee entitled to dividend and other benefits before being registered as a member?

    Yes.However, if the Board has issued a notice to the nominee to elect and no election either to transfer or hold the shares in his name is made within a period of 90 days, the Board may withhold the payments of the dividends, bonus or other moneys payable/accruing to the shares.

  • Can the nominee exercise voting rights before being registered as a member?

    A nominee is not entitled to exercise any voting rights before being registered as a member.

  • Can a Power of Attorney holder sign for the shareholder concerned appointing any person as nominee?

    The Power of Attorney holder is not allowed to sign the nomination form on behalf of the shareholder.

  • Does transmission of shares to nominees attract payment of share transfer stamps?

    On death of the shareholder, the nominee has to elect either to register himself as a shareholder or to transfer the shares. If he elects to register himself as a shareholder, he has to intimate his decision in writing preferably to KCPL. This will be in the form of a transmission and therefore will not attract stamp duty.

    If a shareholder elects to transfer the shares, he has to send a notice in writing to KCPL. Since this amount to transfer of shares like any other transfer, the same would attract stamp duty.

  • Whether the heirs of the nominee are entitled to the shares, if the nominee dies before the nominator?

    If the nominee dies before the shareholder, Adani Power shall transmit the shares in the name of the heirs or legal representatives or holder of the succession certificate. The heirs of the nominee are not entitled to the shares if the nominee has predeceased the shareholder.