Issuance of Securities in dematerialized form in case of Investor Service Requests - SEBI - SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8

CIRCULAR SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 January 25, 2022 To All registered Registrars to an Issue and Share Transfer Agents (RTAs) All Recognized Stock Exchanges All Listed Companies through Recognized Stock Exchanges All Recognized Depositories All Depository Participants (DPs) through Depositories Dear Sir / Madam, Subject: Issuance of Securities in dematerialized form in case of Investor Service Requests 1. As an on-going measure to enhance ease of dealing in securities markets by investors, it has been decided that listed companies shall henceforth issue the securities in dematerialized form only (vide Gazette Notification no. SEBI/LAD-NRO/GN/2022/66 dated January 24, 2022 ) while processing the following service request. i. Issue of duplicate securities certificate; ii. Claim from Unclaimed Suspense Account; iii. Renewal / Exchange of securities certificate; iv. Endorsement; v. Sub-division / Splitting of securities certificate; vi. Consolidation of securities certificates/folios; vii. Transmission; viii. Transposition; 2. The securities holder/claimant shall submit duly filled up Form ISR-4 (to be hosted on the website of the Issuer Companies and the RTAs) as per the format attached to this circular along with the documents / details specified therein. For item nos. iii to viii in paragraph 1 above, the RTA / Issuer Companies shall obtain the original securities certificate(s) for processing of service requests. 3. The RTA / Issuer Companies shall verify and process the service requests and thereafter issue a Letter of confirmation in lieu of physical securities certificate(s), to the securities holder/claimant within 30 days of its receipt of such request after removing objections, if any. a. The Letter of Confirmation shall be valid for a period of 120 days from the date of its issuance, within which the securities holder/claimant shall make a request to the Depository Participant for dematerializing the said securities. b. The RTA / Issuer Companies shall issue a reminder after the end of 45 days and 90 days from the date of issuance of Letter of Confirmation, informing the securities holder/claimant to submit the demat request as above, in case no such request has been received by the RTA / Issuer Company. c. In case the securities holder/claimant fails to submit the demat request within the aforesaid period, RTA / Issuer Companies shall credit the securities to the Suspense Escrow Demat Account of the Company. d. The operational guidelines are detailed in the Annexure A to this circular. 4. The common norms stipulated in SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 03, 2021 and SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 shall be applicable for all service requests listed above. 5. Stock Exchanges and Depositories are advised to: a) make necessary amendments to the relevant bye-laws, rules and regulations, operational instructions, as the case may be, for the implementation of the above circular; and b) bring the provisions of this circular to the notice of their constituents and also disseminate the same on the website. 6. This circular is being issued in exercise of powers conferred under Section 11 (1) of the Securities and Exchange Board of India Act, 1992 to protect the interests of investors in securities and to promote the development of, and to regulate the securities market read with Regulation 101 of SEBI (Listing Obligations and Disclosure Requirements), 2015 . 7. This circular is available on SEBI website at www.sebi.gov.in under the categories Legal Framework Circulars . 8. The Circular shall come into force with immediate effect. Yours faithfully, Aradhana Verma Deputy General Manager Market Intermediaries Regulation and Supervision Department Tel. No. 022-2644 9633 Email id - [email protected] Annexure - A (to 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) Operational guidelines for dematerialization of securities received for processing investor s service request 1. The operational guidelines for issuance of securities in dematerialized form in case of investor service requests are as under; a. After verifying and processing the request, the RTA / Issuer Companies shall intimate the securities holder/claimant about its execution / issuance of new certificate as may be applicable, by way of issuing Letter of Confirmation ( letter ) (Format at Annexure B ) in lieu of Share certificate/s provided by such securities holder/claimant. b. The letter shall, inter-alia, contain details of folio and demat account number (if available) of the securities holder/claimant. c. The letter shall be sent by the RTA / Issuer Companies through Registered / Speed Post to the securities holder/claimant. Additionally, the RTA/Issuer Companies may send such letter through e-mail with e-sign and / or digital signature. d. Within 120 days of issue of the letter, the securities holder/claimant shall submit the demat request, along with the original letter or a copy of the email with e-sign and / or digital signature, as the case may be, to the Depository Participant (DP). e. The RTA / Issuer Companies shall issue a reminder after the end of 45 days and 90 days from the date of issuance of Letter of Confirmation, informing the securities holder/claimant to submit the demat request as above, in case no such request has been received by the RTA / Issuer Company. f. 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 period. g. In case of non-receipt of demat request from the securities holder/claimant within 120 days of the date of Letter of Confirmation, the shares will be credited to Suspense Escrow Demat Account of the Company. h. 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 mentioned in paragraph 1 of this circular. i. Depository Participant shall generate the demat request on the basis of Letter of Confirmation and forward the same to the Issuer Company / RTA for processing the demat request. j. The format of the Letter of Confirmation is given at Annexure- B. Annexure - B (to 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) 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 shares 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 shares 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 shares 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 shares shall be transferred to a Suspense Escrow Demat Account of the company. Thanking you, Yours faithfully, For ABCD Limited (RTA) Authorised Signatory