Simplification of procedure and standardization of formats of documents for issuance of duplicate securities certificates - SEBI - SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70

CIRCULAR SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 May 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 Investors Associations Dear Sir / Madam, Subject: Simplification of procedure and standardization of formats of documents for issuance of duplicate securities certificates 1. SEBI has reviewed the process followed by the Registrars to an Issue and Share Transfer Agents ( RTAs ) and the Issuer companies for issuance of duplicate securities certificates. 2. Based on feedback from investors, recent regulatory changes, and with a view to make issuance of duplicate securities more efficient and investor friendly, the procedure and documentation requirements for issuance of duplicate securities has been further simplified. The requirements are as specified below: 2.1 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. 2.2 Issuance of advertisement regarding loss of securities in a widely circulated newspaper 2.3 Submission of Affidavit and Indemnity bond as per the format prescribed by the Board. 2.3.1 There shall be no requirement of submission of surety for issuance of duplicate securities 2.4 There shall be no requirement to comply with Para 2.1 and 2.2 of this circular, 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. 2.5 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. 2.6 An overseas securities holder, in lieu of documents mentioned in Para 2.1 of this circular, 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. 2.7 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. 3. 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 the Company. 4. 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. 5. 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. 6. As mandated vide SEBI Circular dated January 25, 2022, duplicate securities shall be issued in dematerialized mode only. 7. 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. 8. 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. 9. The Annexure to this Circular constitutes the following: a. Operational Guidelines for processing investor s service request for the purpose of issuance of duplicate securities b. Documents required to be submitted by security holder while requesting for issuance of duplicate securities i. Form A Affidavit for issuance of duplicate securities (word/pdf) ii. Form B- Indemnity for issuance of duplicate securities (word/pdf) iii. Form C Format of Letter of Confirmation (word/pdf) iv. Investor Service Request Form 4 (ISR 4)(word/pdf) 10. The RTAs/ listed company shall strictly adhere to the formats and documentation specified through this Circular for all service requests related to issuance of duplicate securities. 11. The Stock Exchanges are advised to bring the provisions of this circular to the notice of listed companies and also to disseminate the same on their websites. 12. This Circular is being issued to protect the interests of investors in securities and to promote the development of, and to regulate the securities market in exercise of powers conferred under Section 11 (1) of the Securities and Exchange Board of India Act, 1992 . This Circular is available on SEBI website at www.sebi.gov.in under the categories Legal Framework Circulars . Yours faithfully, Aradhana Verma Deputy General Manager Market Intermediaries Regulation and Supervision Department Tel. No. 022-2644 9633 Email id - [email protected] Annexure I. Operational Guidelines for processing investor s service request for the purpose of issuance of duplicate securities The operational guidelines for processing of investor service requests for the purpose of issuance of duplicate securities are as under: a. The RTA/Issuer Companies shall use the format for: 1. Form A- Affidavit made on non-judicial stamp paper, for issuance of duplicate securities, 2. Form B - Indemnity Bond made on appropriate non-judicial stamp paper of appropriate value 3. Form C Format of Letter of Confirmation 4. Investor Service Request Form 4 (ISR 4) b. 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). c. 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. d. The Letter of Confirmation shall, inter-alia, contain details of folio and demat account number (if available) of the claimant(s). e. 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. f. 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 ). g. 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. h. 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. i. 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 Company. j. 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 Company.