CIRCULAR
HO/38/13/11(3)2025-MIRSD-POD/I/1102/2025 December 24, 2025
To,
All Listed Companies
All Registrars to an Issue and Share Transfer Agents
Madam / Sir,
Sub: Ease of doing investment - Review of simplification of procedure and
standardization of formats of documents for issuance of duplicate certificates
1. SEBI, vide circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 dated
May 25, 2022, read with Para 22 of Master Circular for Registrars to an Issue and
Share Transfer Agents (‘RTAs’) dated June 23, 2025 (‘master circular’), prescribed
the documentary, procedural requirements and threshold for such issuance.
2. With the objective of further simplifying the procedure of issuance of duplicate
securities and to make it more efficient and investor friendly, it was decided to
review the threshold and to simplify the documentation for issuance of duplicate
securities certificates.
3. To facilitate ease of doing investment for investors, it has been decided to increase
the threshold for simplified documentation from the current Rs. Five Lakhs to Rs.
Ten Lakhs;
4. To simplify the documentation, it has been decided to:
4.1. prescribe a standardised Affidavit-cum-Indemnity bond;
4.2. rationalise the documentation for securities having value of more than Rs.
Ten Lakhs; and
4.3. do away with notarisation of the Affidavit-cum-Indemnity bond for cases
involving securities with value up to Rs. Ten Thousand.
5. These measures aim at ease of investments for investors and facilitate restitution
of investor rights in securities. As duplicate securities issued would necessarily be
in demat mode, this will result in increased dematerialisation.
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6. The listed company/RTA shall process all requests for issuance of duplicate
securities strictly in accordance with the procedure laid down here.
7. The provisions of this circular shall come into force with immediate effect. The
revised provisions shall also be made applicable to ongoing requests for issuance
of duplicate securities which are under process to give benefit of the simplified
procedure to the investors. However, if certain documents have already been
submitted by the investor, listed companies/RTAs shall not insist on re-submission
of such documents in the new formats.
8. To give effect to this in the master circular Para 22.1.1 to 22.1.4 shall stand
substituted by the following para:
“Para 22.1.1
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.Ten
Lakhs, the security holder shall submit an Affidavit-cum-Indemnity bond as per
the format prescribed at Annexure-A, on a non-judicial stamp paper of
appropriate value as prescribed by the Stamp Act of the state where the
claimant resides.
The value of the non-judicial stamp paper shall be reckoned as higher of the
amount as prescribed for an affidavit and an indemnity individually”
Para 22.1.2
Further, for securities having value up to Rs. Ten Thousand, as on the date of
submission of application, the security holder shall submit an undertaking as
per format specified at Annexure-A on a plain paper.”
Para 22.1.3
For securities having value more than Rs. Ten Lakhs, the claimant shall, in
addition to the document mentioned in Para 22.1.1, submit 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.
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Para 22.1.4
For securities having value more than Rs. Ten Lakhs, the listed company shall
issue an advertisement regarding loss of securities in a widely circulated
newspaper in the region where its registered office is situated, on a weekly
basis. The timeline for processing of the service request for issuance of
duplicate security certificates shall commence from the date of submission of
complete documentation by the investor or issuance of newspaper publication
by the listed company, whichever is later.
The listed company may charge a minimal fee from the investor towards such
advertisement.”
9. This circular is issued in exercise of powers conferred under Section 11(1) of
Chapter IV of the Securities and Exchange Board of India Act, 1992 read with
Regulation 37 of Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 2025, to protect the interests of investors
in securities and to promote the development of, and to regulate the securities
markets.
10. This circular is available on SEBI website at www.sebi.gov.in under the category:
‘Legal → Circulars’.
Yours faithfully,
Aradhana Verma
General Manager
Market Intermediaries Regulation and Supervision Department
Tel. No. 022-2644-9633
Email id – aradhanad@sebi.gov.in
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Annexure-A
Format for Affidavit-cum-Indemnity
FORM–A
AFFIDAVIT-CUM-INDEMNITY
[For issuance of duplicate securities]
Note: This affidavit is to be executed in the presence of a Public Notary (in
cases where the value of securities exceeds Rs. Ten Thousand)
[To be submitted in non-judicial stamp paper of appropriate value as prescribed by
the Stamp Act of the state where the claimant resides (in cases where the value of
securities exceeds Rs. Ten Thousand)]
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:
Compan Folio Number Security Distinctive Nos.
y Name Number and face Certificat
value of e No.
securities
held
From To
1)
2)
3)
2. I/We_____________________________________________________________
________ swear / solemnly declare that the above securities were acquired by
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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_____________________________________________________________
________ 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.
4. 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.
5. 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.
6. 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.
7. 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.
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Signature of all deponents :
X________________
________________
________________
VERIFICATION
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.
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 All holder(s) / Applicant(s) :
Address of First holder / Applicant :
___________________________________
___ __________________________________
_____________________________________
___ ___________________________________Pinc
ode
FOR OFFICE USE ONLY
Signature checked by :
Signed before me
at: __________________________
on:: ___________________________
Signed before me
Place: __________________________
Date : ___________________________
X --------------------------------------------------
Signature of Notary with Official Seal of Notary & Regn. No.
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