Class 12 SP Letter for Transmission of Shares: Format & Solved Draft (Chapter 6)
Master the official format and scoring guidelines for the Class 12 Secretarial Practice (SP) letter on the Transmission of Shares tailored for the Maharashtra State Board (HSC) Commerce examination. Under Chapter 6 (Correspondence with Members), drafting a formal letter to a legal representative (heir) informing them about the successful transmission of shares upon the death of a member is a highly conceptual question in Question 7 (Letter Writing), carrying a direct weightage of 5 marks. Below, you will find the official board exam scenario, step-wise marking breakdown, statutory provisions under the Companies Act, 2013, and a textbook-accurate solved model answer.
Statutory Rule (Companies Act 2013 - Operation of Law): "Transmission" of shares occurs involuntarily due to the operation of law (death, insolvency, or insanity of a member). Unlike a voluntary share transfer, transmission does not require an Instrument of Transfer (Form SH-4), nor does it attract any Stamp Duty. The legal representative must submit valid legal proofs, such as a Death Certificate and a Succession Certificate / Probate of Will.
HSC Board Examination Question Scenario
In the HSC examination, this question is typically framed as follows:
"Draft a letter to the legal representative of a deceased shareholder informing him / her regarding the approval of transmission of shares and enclosing the endorsed share certificate."
Official HSC Step-Wise Marking Breakdown (5 Marks)
Examiners evaluate secretarial correspondence based on structural completeness and accurate legal terminology:
| Component | Required Exam Content | Marks |
|---|---|---|
| Letterhead & Layout | Company Name, Registered Address, 21-digit CIN, Phone, Email, Website, Ref. No., and Date. | 1 Mark |
| Inside Address & Subject | Legal Representative's Name, Address, concise Subject Line, and formal Salutation. | 1 Mark |
| Body of the Letter | Acknowledgment of Death & Succession Certificates, Board resolution date, transmission schedule table, and waiver of stamp duty. | 2 Marks |
| Sign-off & Enclosures | Complimentary close ("Yours faithfully"), Secretary signature block, and Enclosure (Endorsed Share Certificate). | 1 Mark |
| Total Marks | Question 7 (Attempt Any 2 Letters out of 3 = 10 Marks Total) | 5 Marks |
Solved Model Answer: Letter Regarding Transmission of Shares
RELIANT MOTORS LIMITED
Registered Office: 88, Auto Park, Chakan, Pune - 410501.
CIN: L29100PN2010PLC123456
Phone: 020 - 2567 1122
Email: investors@reliantmotors.com
Website: www.reliantmotors.com
Ref. No.: RML/TRANS/2026-27/88
Date: 28th November 2026
To,
Mr. Rohit J. Deshmukh,
Flat No. 12, Swastik Apartments, J.M. Road,
Shivaji Nagar, Pune - 411005.
Subject: Transmission of Equity Shares.
Dear Sir,
We deeply regret to hear about the sad demise of your father, late Mr. Jayant S. Deshmukh, who was a valued shareholder of our company.
This is to acknowledge the receipt of your letter dated 10th November 2026, along with the original Share Certificate No. 4152, the official Death Certificate, and the attested copy of the Succession Certificate requesting the transmission of shares in your name.
I am pleased to inform you that the documents submitted by you were found to be legally valid and in perfect order. Accordingly, the Board of Directors, at their meeting held on 22nd November 2026, has formally approved the transmission of 100 Equity Shares in your favour. Your name has been entered in the Register of Members as the absolute legal owner of these shares.
The particulars of the transmitted shares are set out in the schedule below:
| Name of the Deceased Member | Original Folio No. | No. of Shares Transmitted | Distinctive Numbers (From - To) | New Folio No. Allocated |
|---|---|---|---|---|
| Late Mr. Jayant S. Deshmukh | D-1450 | 100 | 5001 - 5100 | R-3021 |
Since transmission occurs by the operation of law, no transfer deed is required, and no stamp duty is payable on this transaction. The original Share Certificate No. 4152, duly endorsed in your name, is enclosed herewith.
Please acknowledge the receipt of the same.
Thanking you.
Yours faithfully,
For Reliant Motors Limited
(Signature)
Ms. Kavita Sharma
Company Secretary
Encl: Share Certificate No. 4152 (duly endorsed)
Examiner's Secret: 3 Critical Points for Scoring Full Marks
- Legal Proof Vocabulary: Always mention the receipt of the Death Certificate and the Succession Certificate (or Probate of Will). Without these legal documents, a transmission cannot be approved.
- Tone of Condolence: Start the letter with a brief, respectful condolence line ("We deeply regret to hear about the sad demise..."). This showcases professional secretarial etiquette.
- Explicit Exemption Mention: Examiners look for the specific phrase confirming that "no transfer deed is required and no stamp duty is payable". This proves your conceptual clarity regarding 'Operation of Law'.
Frequently Asked Questions (HSC Board Exam FAQs)
1. What is the difference between Transfer and Transmission of Shares?
Transfer of shares is a voluntary, deliberate act by a member to sell or gift shares, requiring a Transfer Deed and Stamp Duty. Transmission is an involuntary process triggered by operation of law (death, insolvency, or lunacy), requiring legal proofs but no Transfer Deed or Stamp Duty.
2. Who can claim the transmission of shares in case of a member's death?
The legal heir, executor, administrator, or the official nominee registered with the company/Depository Participant can claim the transmission of shares.
3. Is the consideration (money) paid during the transmission of shares?
No. Since transmission is a passing of ownership by operation of law (inheritance), no monetary consideration is exchanged between the deceased member and the legal representative.