Section 132, The Companies Act, 2009

(1) When the holder of any shares or debentures of acompany wishes to transfer to any person only a part of the shares represented by one or more certificates, the instrument of transfer together with the relevant certificates shall be delivered to the company with a request that the instrument of transfer be recognised and registered. (2) A company to which a request is made under subsection (1) may recognise the instrument of transfer by endorsing on it the words “certificate lodged” or words to the like effect. (3) The recognition by a company of any instrument of transfer of shares in or debentures of the company shall be taken as a representation by the company to any person acting on the faith of the recognition that there have been produced to the company such documents as on the face of them show a prima facie title to the shares or debentures in the transferor named in the instrument of transfer, but not as a representation that the transferor has any title to the shares. (4) Where any person acts on the faith of a false recognition by a company made negligently, the company shall be under the same liability to that person as if the recognition has been made fraudulently. (5) For the purposes of this section– (a) an instrument of transfer shall be deemed to be recognised if it bears the words “certificate lodged” or words to the like effect; (b) the recognition of an instrument of transfer shall be deemed to be made by a company if– (i) the person issuing the instrument is a person authorised to issue certificated instruments of transfer on the company’s behalf; and (ii) the recognition is signed by a person authorised to recognise transfers of shares debentures on the company’s behalf by any officer or servant either of the company or of a body corporate so authorised; (c) a recognition shall be deemed to be signed by any person if– (i) it purports to be authenticated by his signature or initials (whether handwritten or not); and (iv) it is not shown that the signature or initials was or were placed there by any person other than him or person authorised to use the signature or initials for the purpose of transfers on the company’s behalf. Transaction by company in respect of its own shares