In order to protect the interests of investors in securities and to promote the development of, and regulate the securities market, Securities and Exchange Board of India (SEBI) on notification no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 dated 25th May 2022 has released issued a circular after reviewing the process followed by the Registrars to an Issue and Share Transfer Agents (“RTAs”) and the Issuer companies for issuance of duplicate securities certificates, on Simplification of procedure and standardization of formats of documents for issuance of duplicate securities certificates in the exercise of powers conferred under Section 11 (1) of the Securities and Exchange Board of India Act, 1992.
Applicability
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. Formats have also been revised. The RTAs/ listed company shall strictly adhere to the formats and documentation specified through this Circular for all service requests related to the issuance of duplicate securities.
Key Highlights
The procedure and documentation requirements for the issuance of duplicate securities have been further simplified. The requirements are as specified below:
- Submission by the security holder of a 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.
- Issuance of advertisement regarding loss of securities in a widely circulated newspaper.
- Submission of Affidavit and Indemnity bond as per the format prescribed by the Board.
- There shall be no requirement of submission of surety for issuance of duplicate securities.
- The relaxation is provided to some extent, 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.
- An overseas securities holder, in lieu of documents mentioned in point 1 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 a valid passport and overseas address proof.
- 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 match 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.
- Fake/forged/stolen certificates or certificates where a 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.
- The defaced certificate shall be kept in the custody of the Company/ RTA and disposed of in the manner as authorized by the Board of the Company.
- The listed company shall take a 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.
Kindly note that: As mandated vide SEBI Circular dated January 25, 2022, duplicate securities shall be issued in dematerialized mode only.
