Procedure & formats of documents for issuance of duplicate securities certificates by Listed Entity

Pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB /P/CIR/2022/70 dated May 25, 2022 procedure and documentation requirements for issuance of duplicate securities has been simplified for listed entities so as to make it more efficient and investor friendly as under:

1. Submission by the security holder of copy of FIR including e-FIR/Police complaint/Court injunction order/copy of plaint (where the suit filed has been accepted by the Court and Suit No. has been given), necessarily having details of the securities, folio number, distinctive number range and certificate numbers (Not applicable, if the value of securities as on the date of submission of application, along with complete documentation as prescribed by the SEBI does not exceed Rs.5 Lakhs) **

2. Issuance of advertisement regarding loss of securities in a widely circulated newspaper (Not applicable, if the value of securities as on the date of submission of application, along with complete documentation as prescribed by the SEBI does not exceed Rs.5 Lakhs) **

** The applicant shall quantify the value of the securities on the basis of the closing price of such securities at any one of the recognized stock exchanges a day prior to the date of such submission in the application.

** An overseas securities holder, in lieu of documents mentioned in Para 1 and 2 above shall be permitted to provide self-declaration of the security certificates lost/misplaced/stolen which shall be duly notarized/ apostilled/attested by the Indian Consulate / Embassy in their country of residence, along with self-attested copies of valid passport and overseas address proof.

3. Submission of Affidavit (Form A) and Indemnity bond (Form B) as per the format prescribed by the SEBI,

4. There shall be no requirement of submission of surety for issuance of duplicate securities,

5. In case of non-availability of Certificate Nos./Distinctive Nos./ Folio nos., the RTA (upon written request by the security holder) shall provide the same, to the security holder only where the signature and the address of the security holder matches with the RTA / listed company’s In case the signature and/or the address do not match, the security holder shall first comply with the KYC procedure and then only the details of the securities shall be provided to the security holder by the RTA/listed company.

6. Fake / forged / stolen certificates or certificates where duplicate certificate is issued, must be seized and defaced by the RTA / listed company and disposed of in the manner, authorized by the Board of Directors of the

7. Defaced certificate shall be kept in custody of the Company/ RTA and disposed of in the manner as authorized by the Board of Directors the

8. The listed company shall take special contingency insurance policy from the insurance company towards the risk arising out of the requirements relating to issuance of duplicate securities in order to safeguard and protect the interest of the listed company.

9. After verifying and processing the documents submitted for issuance of duplicate securities, the RTA / Issuer Companies shall intimate the claimant(s) about its execution as may be applicable, within 30 days of the receipt of such request, by way of issuing a Letter of Confirmation (Form C).

10. For issuance of duplicate securities, the RTA shall retain the physical securities as per the existing procedure and deface the certificate with a stamp “Letter of Confirmation Issued” on the face / reverse of the certificate, subsequent to processing of service request.

11. The Letter of Confirmation shall, inter-alia, contain details of folio and demat account number (if available) of the claimant(s).

12. The Letter of Confirmation shall be sent by the RTA / Issuer Companies through Registered / Speed Post to the claimant(s). Additionally, the RTA/Issuer Companies may send such letter through e-mail with e-sign and / or digital signature.

13. Within 120 days of issue of the Letter of Confirmation, the claimant(s) shall submit the demat request, along with the original Letter of Confirmation or the digitally signed copy of the Letter of Confirmation, to the Depository Participant (“DP”).

14. DP shall generate the demat request on the basis of the Letter of Confirmation and forward the same to the Issuer Company / RTA for processing the demat request.

15. In case of the securities which are required to be locked in, the RTA while approving / confirming the demat request, shall incorporate / intimate the Depository about the lock-in and its

16. The RTA / Issuer Companies shall issue a reminder after the end of 45 days and 90 days from the date of issuance of the Letter of Confirmation, informing the claimant(s) to submit the demat request as above, in case no such request has been received by the RTA / Issuer

17. In case of non-receipt of demat request from the claimant(s) within 120 days of the date of issue of the Letter of Confirmation, the securities shall be credited to Suspense Escrow Demat Account of the Issuer

18. Duplicate securities shall be issued in dematerialized mode (SEBI Circular As mandated vide SEBI Circular dated January 25, 2022)

19. It must be kept in mind that the common norms stipulated in SEBI Circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 03, 2021 and SEBI Circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 pertaining to updating of PAN, KYC details and Nomination details of shareholders shall also be applicable for service requests for issuance of duplicate

The listed entity must keep in mind provisions of regulation 39 of Securities And Exchange Board Of India (Listing Obligations And Disclosure requirements) Regulations, 2015

============================

FORM –A AFFIDAVIT

[For issuance of duplicate securities]

Note: This affidavit is to be executed in the presence of a Public Notary

[To be submitted in non-judicial stamp paper of appropriate value]

I/We, __________ Son / daughter of _______ residing at ___________, having Permanent Account No (s) _____ do hereby solemnly affirm and state on oath as follows:

1. That I/We, ___ (“all the shareholders   ”) hold the following     (number of) securities under Folio            in ______  (name of the company) in my/ our name as single holder / joint holder:

Company Name	Folio No.	No. of securities held	Security Certificate No.	Distinctive Nos.
				From	To
1)
2)
3)

2. I/We _____ further swear / solemnly declare that I/ we am/are applying for issue of duplicate certificate(s) to me/us on the ground that the original security(ies) certificate(s) has/have been misplaced / not found by me/us, despite a diligent search made by me/us in that

3. I/We _____ further swear /solemnly declare that the said securities are not sold or pledged or deposited by way of security to any person/company.

4. I/We _____ hereby further swear / solemnly declare that if, after the duplicate share certificate(s) is / are issued to us as aforesaid, the original security(ies) certificate(s) is / are at any time subsequently, found, recovered or traced by us or by anyone on our behalf, then, we unconditionally undertake not to deal with the said original share certificate(s) in any manner whatsoever (whether by physical transfer or dematerialization or as security or pledge) and further unconditionally undertake to promptly surrender the original share certificate(s) to the Registrar and Transfer Agent / Company, for

5. I/We ___ am/are making the above solemn declaration on oath with full knowledge of the fact that in the event the original security (ies) certificate(s) issued is /are found, recovered and traced by me/us and instead of surrendering the same is / are dealt with by me/us as aforesaid, the Company will be at liberty to adopt civil and / or criminal proceedings against me/us for my/our failure to promptly surrender the original security (ies) certificate(s), for cancellation and for breach of my/our solemn declaration and undertaking not to deal with the original security (ies) certificate(s) in any manner whatsoever as aforesaid at my/our entire risk as to cost and consequences.

Signature of all deponents : X _________________

__________________

__________________

VERIFICATION

We hereby solemnly affirm and state that what is stated herein above is true to our knowledge and nothing has been concealed therein and that we are competent to contract and entitled to rights and benefits of the above mentioned securities.

Deponent(s) (1) ____________  (2) ____________  (3) _____________

Solemnly affirmed at

Signature of the Deponent(s): X _________________

__________________

__________________

Signed before me

Place: ______ Date: ________

X ____________________________________

Signature of Notary with Official Seal of Notary & Regn. No.

—————————————————————————————————————-

Form-B

INDEMNITY

[For issuance of duplicate securities]

Note:  This indemnity is to be executed in the presence of a Public Notary / Gazetted Officer

[To be submitted on non-judicial stamp paper of appropriate value]

I/We, ______ Son/daughter/spouse/______ of  residing ________  at ________  having        Permanent Account No(s) _______ do hereby solemnly affirm and state on oath as follows.

1. That I/we, am/are the sole/joint holder/s of the Securities in following folios. I/We request you to issue duplicate certificate(s) for securities, as detailed below in my/our name(s):

Name  of the Company	Certificate No.**	Distinctive No.**	Folio No. **	No. and Face value of securities held
1
2
3
4

**In case of non-availability of Certificate Nos./Distinctive Nos./ Folio nos., security holder shall obtain the same from RTA.

2. That the above securities were acquired by me/us for valuable consideration out of my/our own investment/funds against allotment in Public Issue/allotment in Right Issue or acquired from the market/through inheritance in the year(s) ………….

3. I/We hereby jointly and severely agree and undertake to indemnify and keep indemnified, saved, defended, harmless, the aforesaid (Name of the Company/RTA) and its successors and assigns for all time hereafter against all losses, costs, claims, actions, demands, risks, charges, expenses, damages, etc., whatsoever which you may suffer and/or incur by reason of your, at my/our request, issuing the said Duplicate Securities as herein above mentioned, to the

IN WITNESS WHEREOF the said

1) Mr. /Ms. ______ (Name and signature of the witness) _____

And

2) Mr. /Ms. ______ (Name and signature of the witness) _____,

have hereunto set their respective hands and seals this day of ________

Signature of All holder(s) / Applicant(s) :

Address of First holder / Applicant :

Pin code :

Tel No.:

mail ID:

Date:

FOR OFFICE USE ONLY 

Signature checked by :

Signed before me

at: __________

on : _______

Signature of Notary / JMFC

Official stamp & seal of the Notary Magistrate/ Notary & Regn. No.:

—————————————————————————————————————-

RTA / ISSUER COMPANY NAME AND ADDRESS

Name:

Date:

Address:

Dear Sir/Madam,

LETTER OF CONFIRMATION 

Sub: Issuance of Securities in dematerialized form in case of Investor Service Requests 

Name of the Company:

We refer to the request received from you for issuance of securities in your name. We would like to inform you that the request has been approved as detailed below:

Name of First holder & PAN Joint holder 1 & PAN Joint holder 2 & PAN
Number of securities
Folio Number
Certificate numbers
Distinctive numbers
Lock-In	Yes or No. If yes, lock-in from      /      /            till       /      /___ (DD/MM/YYYY)

As you may be aware, SEBI vide Gazette Notification no. SEBI/LAD-NRO/GN/2022/66 dated January 24, 2022, has mandated that the securities that are issued pursuant to investor service request shall henceforth be issued in demat mode only and hence the security certificates (wherever applicable) are retained at our end.

Accordingly, within 120 days of this letter, please request your Depository Participant (DP) to demat these securities using the Dematerialization Request Form (DRF). Please fill the DRF with the details mentioned in this letter, sign it and present this letter in original to your DP along with the DRF for enabling your DP to raise a Demat Request Number (DRN). In case you do not have a demat account, kindly open one with any DP. Please note that you can open Basic Service Demat Account at minimal / nil charges.

Please note that this letter is valid only for a period of 120 days from the date of its issue within which you have to raise demat request with the DP as above. Any request for processing demat after the expiry of aforesaid 120 days will not be entertained and as per the operating guidelines issued by SEBI, the subject securities shall be transferred to a Suspense Escrow Demat Account of the Company.

Thanking you,

Yours faithfully,

For ABCD Limited (RTA)

Authorized Signatory

————————————————–

Form ISR-4

(Refer circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 on Issuance of Securities in dematerialized form in case of Investor Service Requests)

Request for issue of Duplicate Certificate and other Service Requests

(for Securities – Shares / Debentures / Bonds, etc., held in physical form)

Date:___/____/____

A. Mandatory Documents / details required for processing all service request:

I / We are submitting the following documents / details and undertake to request the Depository Participant to dematerialize my / our securities within 120 days from the date of issuance of Letter of Confirmation, received from the RTA/Issuer Company (tick □ as relevant, refer to instructions):

• Demat Account No. (If available):

Provide Client Master List (CML) of your Demat Account from the Depository Participant*

• Provide the following details, if they are not already available with the RTA (see SEBI circular dated November 03, 2021 in this regard)

PAN	Specimen Signature
Nomination / Declaration to Opt-out

* (Your address, e-mail address, mobile number and bank details shall be updated in your folio from the information available in your CML). You can authorize the RTA to update the above details for all your folios. In this regard, please refer to and use Form ISR-1 in SEBI circular dated November 03, 2021.

B. I/We request you for the following (tick □ relevant box)

Issue of Duplicate certificate	Claim from Unclaimed Suspense Account
Replacement / Renewal / Exchange of securities certificate	Endorsement
Sub-division / Splitting of securities certificate	Consolidation of Folios
Consolidation of Securities certificate	Transmission
Transposition (Mention the new order of holders here)

C. I / We are enclosing certificate(s) as detailed below**: 

Name of the Issuer  Company
Folio Number
Name(s) of the security holder(s) as  per the certificate(s)	1. 2. 3.
Certificate numbers
Distinctive numbers
Number & Face value of securities

** Wherever applicable / whichever details are available

D. Document / details required for specific service request:

I. Duplicate securities certificate

II. Claim from Unclaimed Suspense Account

Securities claimed

(in numbers) (in words)

III. Replacement / Renewal / Exchange of securities certificate

(that is defaced, mutilated, torn, decrepit, worn out or where the page on the reverse is fully utilized)

IV. Endorsement

V. Sub-division / Splitting of securities certificate

VI. Consolidation of securities certificate/Folios

VII. Transmission

VIII. Transposition

Provide / attach original securities certificate(s) for request for item numbers III to VIII above. 

Declaration: All the above facts stated are true and correct to best of my / our knowledge and belief.

	Security Holder 1 / Claimant	Security Holder 2	Security Holder 3
Signature			
Name			
Full address	
PIN	

After processing the service request, the RTA shall issue a ‘Letter of Confirmation’ to the securities holder/claimant, which is valid only for 120 days. Using this ‘Letter of Confirmation’, the securities holder/claimant shall request the DP to dematerialize the securities, failing which the securities shall be credited to the Suspense Escrow Demat Account of the Company.

—————————————————————————————————————-

Acknowledgement:-

SEBI Circular:

SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 dated May 25, 2022 as available on SEBI website at www.sebi.gov.in.

******

The Author can be reached at email id roopalcs2001p@gmail.com.

Disclaimer: The contents of this article are for information purposes only and do not constitute an advice or a legal opinion and are personal views of the author. It is based upon relevant law and/or facts available at that point of time and prepared with due accuracy & reliability. Readers are requested to check and refer relevant provisions of statute, latest judicial pronouncements, circulars, clarifications etc before acting on the basis of the above write up. The possibility of other views on the subject matter cannot be ruled out. By the use of the said information, you agree that Author / TaxGuru is not responsible or liable in any manner for the authenticity, accuracy, completeness, errors or any kind of omissions in this piece of information for any action taken thereof. This is not any kind of advertisement or solicitation of work by a professional.