Searching Case Laws & Precedent on Legal Query.....!
Analysing the retrieved Case Laws
Scanned Judgements…!
Searching Case Laws & Precedent on Legal Query.....!
Analysing the retrieved Case Laws
Scanned Judgements…!
Filing Authority for Non-Issuance of Duplicate Share Certificates - The primary authority to file a complaint or seek issuance of duplicate share certificates when the original is lost or destroyed lies with the Registrar of Companies (RoC) or the company’s Board of Directors, depending on the context and legal provisions. The Registrar’s jurisdiction is explicitly conferred under Section 84(4) of the Companies Act, which states that the RoC has the authority to issue, renew, or replace share certificates if the original is lost or destroyed ["INDNCLT00000052625"].
Procedure and Conditions for Issuance - Before issuing a duplicate share certificate, the company generally requires the shareholder to submit an indemnity bond, affidavit, or police complaint confirming the loss or destruction of the original certificate. For example, the duplicate share certificate shall not be issued in lieu of those that are lost or destroyed without the prior consent of the Board and without payment of such fees, if any ["Sriram Bhasakar Madala VS JANACHAITANYA HOUSING PRIVATE LIMITED - National Company Law Tribunal"], and the petitioner lodged a police complaint dated 06.08.2024 regarding the loss of original share certificates ["Sriram Bhasakar Madala VS JANACHAITANYA HOUSING PRIVATE LIMITED - National Company Law Tribunal"]. The company may also impose fees, typically not exceeding a prescribed limit, and ensure the certificate is stamped or printed as duplicate ["Sriram Bhasakar Madala VS JANACHAITANYA HOUSING PRIVATE LIMITED - National Company Law Tribunal"].
Court's Role and Limitations - Courts generally do not have jurisdiction to directly entertain complaints regarding the non-issuance of duplicate certificates for lost shares; instead, such matters are to be handled by the Registrar of Companies or through statutory procedures. Cases have clarified that a company cannot be criminally liable for any contravention by its Registrar and share transfer agent and that cases related to issuance of duplicate shares and warrant certificates have to be dealt with by the Registrar of Companies and not the civil court ["Springwel Mattresses Private Limited vs Sleep Management Private Limited - 2025 Supreme(Online)(NCLT) 896"], ["INDNCLT00000052625"].
Summary - To file a complaint or seek issuance of a duplicate share certificate due to loss, the shareholder should approach the Registrar of Companies with the necessary documents, including police complaints, indemnity bonds, and affidavits, and follow the prescribed legal procedures. The company's Board of Directors must give prior approval, and fees may be applicable. Courts generally do not entertain direct suits for issuance of duplicate certificates in such cases ["Darius Soli Framroze VS Hindustan Unilever Ltd - National Company Law Tribunal"] ["Sanjay Gupta VS NALWA SONS INVESTMENTS LIMITED TFR.FROMHARYANA TO DELHI - National Company Law Tribunal"].
References:- ["Darius Soli Framroze VS Hindustan Unilever Ltd - National Company Law Tribunal"]- ["Sanjay Gupta VS NALWA SONS INVESTMENTS LIMITED TFR.FROMHARYANA TO DELHI - National Company Law Tribunal"]- ["Sriram Bhasakar Madala VS JANACHAITANYA HOUSING PRIVATE LIMITED - National Company Law Tribunal"]- ["INDNCLT00000052625"]- ["Springwel Mattresses Private Limited vs Sleep Management Private Limited - 2025 Supreme(Online)(NCLT) 896"]
Losing an original share certificate can be a nightmare for shareholders. It disrupts your ability to transfer shares, receive dividends, or exercise voting rights. A common question arises: Where we have to file a complaint for non issuance of duplicate certificate related to share if original is lost? This blog post breaks down the process, legal framework, and key authorities involved, drawing from statutory provisions and judicial insights.
We'll explore the primary forum—the Registrar of Companies—procedural steps, exceptions like NCLT involvement, and practical tips to resolve such issues efficiently.
Share certificates are vital documents proving ownership of shares in a company. Under the Companies Act, companies must issue certificates promptly, and duplicates for lost originals follow specific protocols. Delays or refusals in issuing duplicates often stem from verification needs, but knowing the right forum prevents unnecessary litigation.
Typically, the initial step isn't rushing to court. Instead, the designated authority handles these matters to ensure compliance with record-keeping and fraud prevention. [
#LostShareCertificate, #DuplicateShares, #CompaniesAct
It is also submitted that no reason was provided for the issuance of the duplicate shares, there is no compliant that the said shares are lost or misplaced. The letter dated 25.10.2000 sent by the Respondent Company does not require the Original Holder to lodge any complaint. ... The minutes of the said meeting also record that two requests were received by the Committee for issuance of duplicate share certificates which were lost, ....
of duplicate share certificate. ... That on request for issuance of duplicate share certificate, the Respondent no. 1 sent an email dated 22.02.2023 to the Petitioner, which specified that duplicate share certificate would only be issued when the Petitioner obtains an order from the NCLT directing the Respondent No. 1 for issuance of duplicate ... Instead, in June 2021, the Petit....
Issue of renewed or duplicate share certificate. ... (vi) The Petitioner lodged a police complaint dated 06.08.2024 regarding the loss of original share certificates and obtained a certificate dated 27.08.2024 from the police. ... He sought issuance of duplicate share certificates and recording of the transfer/ transmission. ... (2) (a) The duplicate share certificate....
of duplicate share certificates. ... of duplicate share certificate can be entertained only from 3rd and 3d containing 50 shares have been lost and to stop transfer of said 50 shares.
seeking issuance of duplicate share certificates. ... On 28th May 1996, the 1st Appellant informed the 2' Respondent that a request to stop transfer or issuance of duplicate share certificate can be entertained only from 3rd Respondent, as shares have been already transferred in the name of 3rd Respondent having entered in the records. ... The stand of the 1st Respondent is that as per the 1st Appellant's own letter dated 28th May, 1996, they needed a request from 3rd....
In the meantime, the respondent complained about non-receipt of the share certificate Nos. 72201-72203, in response to which the Company advised the former to apply for duplicate share certificates on furnishing necessary indemnity and affidavit affirming that the bonus shares were lost/misplaced by ... covered under share certificate No.72201 and for want of this requirement no duplicate share certificat....
-The original share certificate was collected by Hemal R Panchamia on behalf of Rajgopal BV from Sharepro office on 21 Dec 2015. ... The appellant submits that the Respondents instead of cooperating with the appellant, who is a shareholder, created hurdles and troubles in issuance of duplicate share certificate. Being aggrieved the appellant filed a CP before the NCLT. After hearing the parties the Ld. ... The learned counsel for 1st respondent has drawn our attentio....
The appellant submits that the Respondents instead of cooperating with the appellant, who is a shareholder, created hurdles and troubles in issuance of duplicate share certificate. Being aggrieved the appellant filed a CP before the NCLT. After hearing the parties the Ld. ... The learned counsel for 1st respondent has drawn our attention to Rule 6(2)(a) which reads as under: “the duplicate share certificate shall not be issued in lieu of those that are lost#....
In compliance of requirements as sought by the second respondent, the Advisor of the petitioner vide his letter dated 06.07.2005 has forwarded documents for necessary action in issuance of duplicate share certificates in lieu of original certificates lost. ... and grant of injunction order requesting and for suggesting the procedure for issuance of duplicate share certificates. ... certificate/folio nos. etc. ... The petitioner subm....
Though the original complaint also related to some other grievances, the same were specifically given up by the petitioners in the course of hearing of the matter. ... about the non-availability or non-traceability of the said share certificates or about the misplacement of the said share certificates in any manner and further that till 19-9-2000 there was no complaint about the non-availability of the said 250000 shares and further....
Thus, section 84(4) of the Companies Act makes it clear that it is the jurisdiction of the Registrar of Companies to issue the share certificate, to renew the same or to issue a duplicate of the certificate if, original certificate is proved to have been lost or destroyed. Sub-section (4) of section 84 of the Companies Act makes it clear that the Registrar in such situation, can also have the power to make necessary inquiry and for that purpose even to collect the evidence, vide investigation and the expenses for the same will be borne out by the concerned party and only af....
Sub-section (4) of section 84 of the Companies Act makes it clear that the Registrar in such situation, can also have the power to make necessary inquiry and for that purpose even to collect the evidence, vide investigation and the expenses for the same will be borne out by the concerned party and only after inquiry, the Registrar may renew the certificate or issue the duplicate thereof. Thus, a specific jurisdiction is conferred on the Registrar of the Companies in respect of the issuance of duplicate certificate, whenever the original certificate is lost or destroyed. Thus, secti....
Thus, Section 84(4) of the Companies Act makes it clear that it is the jurisdiction of the Registrar of Companies to issue the share certificate, to renew the same or to issue a duplicate of the certificate if, original certificate is proved to have been lost or destroyed. Act makes it clear that the Registrar in such situation, can also have the power to make necessary inquiry and for that purpose even to collect the evidence, vide investigation and the expenses for the same will be borne out by the concerned party and only after inquiry, the Registrar may renew the certif....
Therefore, the Company must satisfy itself that the share certificates are lost. The issue was discussed and not having found any adverse evidence, resolved to cancel the lost original share certificates and issue duplicate share certificates to enable issuance of duplicate share certificate to enable issuance of duplicate share certificate. The Board discussed in detail all the aspects relating to the issuance of duplicate share certificates in lieu of the original Share Certificates that has been informed to be lost by Nafan B. V. The Board of Directors ....
Vide its letter dated 13.02.1999, the Company while informing the Petitioner that “they have marked necessary caution in the shares” advised him to lodge a complaint with the nearest Police Station for the loss of Share Certificate and send to them a copy of the FIR along with an Indemnity Bond and affidavit in the prescribed format, enclosed therewith, so as to enable it to place the same before the Board of Directors for their approval and to issue the duplicate Share Certificate. A certificate for lodging the FIR was issued by the Sub-Inspector of Police on 26.08.1999 and accordingly, vid....
An indispensable Tool for Legal Professionals, Endorsed by Various High Court and Judicial Officers
Please visit our Training & Support
Center or Contact Us for assistance
Scan Me!
India’s Legal research and Law Firm App, Download now!
For Daily Legal Updates, Join us on :
Back to top
