This article covers procedures to be followed by Shareholders for issuance of duplicate share certificates in case of share certificate has been lost (Based on the latest SEBI Circular dated 25/5/2022)
Responsibility of Shareholder
If share certificate(s) has been lost by a shareholder, the following steps need to be taken by a shareholder whose share certificates have been lost:
Inform the Company / Registered Transferred agent (“RTA”) about the loss of share certificate with information i.e. no of shares, Folio, Share certificate No., Distinctive No. Such information can be shared through email or letter.
Also file an FIR (LAR (Loss of Article ) Report at police station of the area (city) where the share certificates has been lost .
For issuance of a Duplicate share certificate, the shareholder needs to submit to the Company/RTA –
copy of FIR including e-FIR/LAR /Police complaint/Court injunction order/copy of plaint (where the suit filed has been accepted by the Court and Suit No. has been given), Ensure that such e-FIR /LAR/ Complaint must have details of the securities, folio number, distinctive number range and certificate number, which should be exactly same as per the records of the Company / RTA.
advertisement regarding loss of securities in a widely circulated newspaper
Affidavit and Indemnity bond as per the format prescribed by the Board (the format is given below)).
(However, there shall be no requirement of submission of surety for issuance of duplicate securities, earlier Surety forms were required for issue of duplicate share certificates ).
There shall be no requirement for a Copy of the FIR and the Advertisement mentioned above, if the value of securities as on the date of submission of application, along with complete documentation as prescribed by the Board 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.
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 records. 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.
An overseas securities holder, in lieu of FIR, 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.
ISR -4 duly filled and signed has be submitted along with application for issuance of duplicate share certificate.
Responsibility of the company/RTA-
Fake / forged/stolen certificates or certificates where the 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 the Company.
Defaced certificate shall be kept in custody of the Company/ RTA and disposed of in the manner as authorized by the Board of the Company.
The listed company shall take special contingency insurance policy from the insurance company towards the risk arising out of the requirements relating to the issuance of duplicate securities in order to safeguard and protect the interest of the listed company.
As mandated vide SEBI Circular dated January 25, 2022, duplicate securities shall be issued in dematerialized mode only.
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, shall be applicable for service requests for issuance of duplicate securities.
The provisions of this Circular shall come into force with immediate effect in supersession of RTI Circular No. 1 (2000-2001) dated May 9, 2001.
Following forms are attached:
Form -A- Affidavit for issuance of duplicate securities
Form B- Indemnity for issuance of duplicate securities
Form C-Format of Letter of Confirmation
Investor Service Request Form (ISR -4)
[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/spouse 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 no. _____ 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.|
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 this behalf.
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 RTA / Company, for cancellation.
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 :
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
Date : ___________________________
Signature of Notary with Official Seal of
Notary & Regn. No.
[For issuance of duplicate securities]
Note: This indemnity is to be executed in the presence of a Public Notary / Gazetted Officer
[To be submitted in 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|
**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 undersigned.
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 Notary / JMFC
Official stamp & seal of the Notary Magistrate/ Notary & Regn. No.:
RTA / ISSUER COMPANY NAME AND ADDRESS
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 the 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|
|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.
For ABCD Limited (RTA)
(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 the instructions):
Provide Client Master List (CML) of your Demat Account from the Depository Participant*
|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|
|Name(s) of the security holder(s) as per the certificate(s)||1.
|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)
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)
V󠄀. Sub-division / Splitting of securities certificate
V󠄀I. Consolidation of securities certificate/Folios
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|
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.