Description

SEBI simplifies the procedure for issuance of duplicate securities certificates by increasing the threshold for simplified documentation from Rs. 5 Lakhs to Rs. 10 Lakhs and standardizing affidavit formats.

Summary

SEBI has revised the procedure for issuance of duplicate securities certificates to make it more efficient and investor-friendly. The key changes include: (1) increasing the threshold for simplified documentation from Rs. 5 Lakhs to Rs. 10 Lakhs, (2) introducing a standardized Affidavit-cum-Indemnity bond format, (3) rationalizing documentation requirements for securities valued above Rs. 10 Lakhs, and (4) eliminating notarization requirement for cases involving securities up to Rs. 10 Thousand. The circular amends the Master Circular for RTAs dated June 23, 2025.

Key Points

  • Threshold for simplified documentation increased from Rs. 5 Lakhs to Rs. 10 Lakhs
  • Standardized Affidavit-cum-Indemnity bond format prescribed (Annexure-A)
  • Notarization of Affidavit-cum-Indemnity bond eliminated for securities valued up to Rs. 10 Thousand
  • For securities valued up to Rs. 10 Thousand, only an undertaking on plain paper required (as per Annexure-A format)
  • For securities valued above Rs. 10 Lakhs, additional documentation required: FIR/e-FIR/Police complaint/Court injunction order/copy of plaint with security details
  • Listed companies must issue advertisement for securities valued above Rs. 10 Lakhs regarding loss
  • Duplicate securities must be issued in demat mode, promoting dematerialization
  • Provisions apply to all listed companies and Registrars to an Issue and Share Transfer Agents (RTAs)

Regulatory Changes

Para 22.1.1 to 22.1.4 of the Master Circular for RTAs (dated June 23, 2025) stand substituted with revised provisions:

Para 22.1.1: For securities valued up to Rs. 10 Lakhs, security holders must submit an Affidavit-cum-Indemnity bond on non-judicial stamp paper of appropriate value as prescribed by the Stamp Act of the state where claimant resides. The stamp paper value shall be the higher of the amounts prescribed for affidavit and indemnity individually.

Para 22.1.2: For securities valued up to Rs. 10 Thousand, security holders need only submit an undertaking as per Annexure-A format on plain paper (no stamp paper or notarization required).

Para 22.1.3: For securities valued above Rs. 10 Lakhs, in addition to the Affidavit-cum-Indemnity bond, claimants must submit a copy of FIR/e-FIR/Police complaint/Court injunction order/copy of plaint (with accepted suit number) containing details of securities, folio number, distinctive number range, and certificate numbers.

Para 22.1.4: For securities valued above Rs. 10 Lakhs, listed companies must issue an advertisement regarding the loss.

This circular supersedes the earlier circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 dated May 25, 2022.

Compliance Requirements

For Listed Companies and RTAs:

  • Process all requests for duplicate securities strictly in accordance with the revised procedure
  • Apply revised provisions to ongoing requests for duplicate securities currently under process
  • Not insist on re-submission of documents already submitted by investors in earlier formats
  • Issue duplicate securities only in demat mode
  • For securities valued above Rs. 10 Lakhs, issue advertisement regarding loss of securities

For Investors/Security Holders:

  • For securities valued up to Rs. 10 Thousand: Submit undertaking on plain paper as per Annexure-A format
  • For securities valued Rs. 10 Thousand to Rs. 10 Lakhs: Submit Affidavit-cum-Indemnity bond on non-judicial stamp paper as per Annexure-A format
  • For securities valued above Rs. 10 Lakhs: Submit Affidavit-cum-Indemnity bond plus copy of FIR/e-FIR/Police complaint/Court injunction order/plaint copy with security details
  • Ensure stamp paper value is the higher of amounts prescribed for affidavit and indemnity individually under applicable state Stamp Act

Important Dates

Effective Date: December 24, 2025 (immediate effect)

The provisions are applicable with immediate effect from the date of the circular. The simplified procedure shall also be applied retrospectively to ongoing requests for duplicate securities that are currently under process, benefiting investors who have already initiated applications.

Impact Assessment

Positive Impacts:

  1. Investor Facilitation: Simplified documentation reduces burden on investors seeking duplicate certificates, particularly for smaller value securities (up to Rs. 10 Thousand requiring only plain paper undertaking)

  2. Cost Reduction: Elimination of notarization requirement for securities up to Rs. 10 Thousand reduces transaction costs for investors

  3. Increased Dematerialization: Mandatory issuance of duplicate securities in demat mode will accelerate dematerialization of physical securities

  4. Standardization: Uniform Affidavit-cum-Indemnity bond format (Annexure-A) across all cases ensures consistency and reduces confusion

  5. Threshold Enhancement: Doubling the simplified documentation threshold from Rs. 5 Lakhs to Rs. 10 Lakhs covers a larger segment of investors under easier process

  6. Operational Efficiency: RTAs and listed companies will have clearer procedures and standardized formats, reducing processing time

Scope of Application:

  • Applies to all listed companies and their RTAs
  • Benefits all investors holding physical securities certificates across all market capitalizations
  • Particularly beneficial for retail investors holding smaller value securities who face proportionately higher compliance costs

Market Impact: Low to medium - primarily procedural improvement with no direct market trading impact, but enhances investor confidence and facilitates investor rights restitution

Impact Justification

Procedural simplification that reduces compliance burden and improves investor experience for duplicate certificate issuance, applicable to all listed companies and RTAs