Resolve the permitted route before printing a duplicate
This guide concerns lost or destroyed physical share certificates in an unlisted company where that certificate route remains legally available. It does not override mandatory dematerialisation, depository requirements or the separate listed-security regime. Screen those matters first. Rule 6 of the Companies (Share Capital and Debentures) Rules, 2014 supplies the duplicate-certificate controls discussed here.
Prior Board consent and evidence are essential
Rule 6(2)(a) requires prior Board consent and permits reasonable terms such as supporting evidence, indemnity and payment of investigation out-of-pocket expenses. Establish the shareholder, holding, certificate identity and loss/destruction claim. A payment receipt alone does not authorise issue. Do not treat a genuine ownership dispute as a routine stationery replacement.
Separate issue fees and actual investigation expenses
The Board-determined duplicate issue fee cannot exceed ₹50 per certificate under the stated rule. The text separately addresses out-of-pocket expenses incurred in investigating the evidence. Preserve invoices and the basis of reimbursement; do not relabel an unsupported excess issue fee as expenses. The ceiling is per certificate, not per share. A lower fee approved by the Board does not become ₹50 automatically.
Use the complete-document date for the unlisted clock
Rule 6(2)(c) specifies three months for unlisted companies from submission of complete documents. Record initial intimation and completion separately, communicate genuine deficiencies and retain evidence of the completion date. Do not arbitrarily restart the period with internal routing or a later staff review. Examples use straightforward corresponding calendar dates and assume no special legal or factual timing issue.
Mark the duplicate and cross-reference the old certificate
Rule 6(2)(b) requires prominent duplicate marking and reference to the original certificate. Subrule (3) requires particulars to be entered forthwith in Form SH-2, cross-referenced to the Register of Members. Preserve that register permanently in the specified custody and authenticate entries as required. Do not leave the old certificate and duplicate appearing as two independently valid holdings.
A duplicate does not increase capital
Reconcile the exact share count, class, distinctive numbers where applicable, paid-up status and holder identity to authoritative records. The duplicate records the existing entitlement; it is not a fresh allotment. A torn or worn certificate replacement belongs to the relevant renewed/replacement route, including surrender requirements, rather than a fabricated lost-certificate claim. The primary SEBI-hosted rules compilation is historical; this article uses the identified unlisted rule 6 provisions and does not import its older unrelated rules or listed procedures as current advice.
Framework checked on 26 October 2026. Read the primary provisions.
Six worked illustrations
All facts and amounts below are fictional. Assumptions describe the model, not additional statutory rules.
Illustrative example 1: Fee is per certificate
Assume three eligible duplicate certificates and a Board issue fee fixed at the permitted maximum ₹50 each. Issue fees total ₹150. The number of shares covered does not multiply that fee.
Illustrative example 2: Lower approved fee
For four eligible certificates with Board fee ₹30 each, total issue fee is ₹120, not ₹200 merely because ₹50 is the ceiling.
Illustrative example 3: Separate supported expenses
Assume two certificates at Board fee ₹50 each plus documented reasonable investigation out-of-pocket expense ₹600. Model total is ₹100 + ₹600 = ₹700. The ₹600 requires its own actual support.
Illustrative example 4: Three-month date
Complete documents are submitted on 10 June 2026. On the stipulated ordinary corresponding-date model, the three-month date is 10 September 2026, not 10 August.
Illustrative example 5: Completion differs from intimation
Initial loss intimation is 1 June 2026; genuinely complete documents arrive 20 June. Model three-month date is 20 September. The 19-day interval between intimation and completion must be supported, not invented to defer issue.
Illustrative example 6: No additional holding
A shareholder's existing lost certificate covers 500 shares. Its duplicate covers the same 500 shares. Total entitlement remains 500, not 1,000; reconciliation must avoid counting both certificate records as separate allotments.
Ten-step verification table
| Step | Action | Evidence |
|---|---|---|
| 1 | Confirm scope | Unlisted company and lawful physical route. |
| 2 | Identify the holder | Authoritative membership and identity records. |
| 3 | Identify the lost instrument | Certificate, class, shares and existing entitlement. |
| 4 | Review evidence and indemnity | Reasonable documented safeguards. |
| 5 | Record completion date | Actual complete documents and deficiency trail. |
| 6 | Obtain prior Board consent | Approval before duplicate issue. |
| 7 | Reconcile charges | Approved capped fee and supported expenses. |
| 8 | Prepare the duplicate | Proper marking and original reference. |
| 9 | Update SH-2 and member records | Authenticated cross-references without extra capital. |
| 10 | Close the permanent record | Issue date, delivery, custody and retention. |
Sixteen practitioner FAQs
1. Does this cover listed-security replacement procedures?
No. The article is scoped to lawful unlisted physical-certificate cases.
2. Can it bypass mandatory dematerialisation?
No. Screen that requirement first.
3. Is Board consent required beforehand?
Rule 6(2)(a) requires prior consent.
4. Does paying the fee prove ownership?
No. Verify the holding and evidence.
5. What is the stated issue-fee ceiling?
₹50 per certificate.
6. Is the fee charged per share?
No.
7. Must every Board charge the maximum?
A lower approved fee remains lower.
8. Are investigation expenses identical to the issue fee?
The rule addresses them separately.
9. Can unsupported excess charges be called expenses?
Keep actual reasonable expense evidence.
10. What starts the unlisted three-month period?
Submission of complete documents.
11. Can internal review arbitrarily restart it?
Keep the real completion and processing chronology.
12. Must the duplicate identify the old certificate?
The rule requires the prominent reference and marking.
13. Which register records the issue?
Form SH-2, with the required member-register cross-reference.
14. Is SH-2 preserved only for a few years?
Rule 6(3) requires permanent preservation.
15. Does a duplicate create fresh shares?
It records the same existing entitlement.
16. Is a damaged-certificate replacement always a lost-certificate case?
Apply the correct replacement/surrender route to the facts.
Conclusion
For a lawful physical-certificate case in an unlisted company, rule 6 requires prior Board consent, supporting safeguards, prominent duplicate marking and SH-2 entries. Track three months from complete documents and separate the ₹50-per-certificate fee ceiling from supported investigation expenses.