If you have been facing a stone wall, and feeling helpless when trying to get your share certificates dematerialised, and all your complaints are being ignored, know this – you are not alone.
Eighty-year-old Arvind Gupta (name changed) had a similar predicament. He had lost his shares of a listed company (let’s call it ‘the company’) amounting to around Rs45 lakh, in and around 2018. After losing these certificates, he approached the police to find his certificates and the company to issue him duplicate share certificates.
The police issued a lost property certificate since they were unable to find the shares and the company wrote back, asking him to do a paper publication as per Securities and Exchange Board of India (SEBI)’s guidelines at the time. He did so and wrote back to them, to no avail. So, around 2023, he attempted to get his shares again and wrote to the company, asking for his shares since he had done all they wanted.
The company responded by saying that all investor grievances were now being handled by their registrar and share transfer agent (RTA); they are registered with SEBI and handle the issue and transfer of all shares of a listed entity – they are the gatekeepers to any share-related issue and handle all the complaints that an investor has against a listed company.
So, Mr Gupta wrote to the company’s RTA, who asked him for an affidavit, an indemnity, and asked him to fill out a lot of forms. While he was diligently filling out his forms, he received another letter from the RTA. “Do another paper publication in a prescribed format by RTA,” it said. So, he did another.
Then the RTA asked him to get a notarised copy of the first information report (FIR) (even though a lost property certificate was issued by the police department), an affidavit on Rs500 stamp paper instead of the Rs100 stamp paper that Mr Gupta had made earlier and the list goes on. He did everything he could, including going to the police station to get a fresh FIR. Eighty-year-old Mr Gupta was made to do all this, to get his duplicate share certificates issued.
This back and forth continued from his first letter in 2023 to 2025. In the span of two years, Mr Gupta had done over three paper publications (which cost him over Rs50,000), executed over four affidavits and spent a considerable amount of money in corresponding with the RTA. Even the value of the stamp paper for the indemnity kept climbing up, from Rs100 to Rs500 and eventually to Rs1,000. And still, it did not stop. Every time he sent a document, it was rejected on some flimsy ground or the other, while the RTA always claimed that they needed to follow ‘regulatory compliance’ as prescribed by SEBI.
Around June 2025, Mr Gupta had had enough. He threatened to file a complaint with SEBI against the RTA, for harassing an 80-year-old man who was simply trying to get back the shares he paid for with his hard-earned money and making him unnecessarily spend a considerable amount of time and money. Last month, Mr Gupta received his letter of confirmation from the RTA which allows for shares to be directly credited to his demat account.
So, the question I ask is this: Why did Mr Gupta have to invoke the threat of filing a complaint to SEBI in the first instance? Why couldn’t the company and its RTA merely listen to its investor and resolve a seemingly simple problem? The answer that the RTA kept coming up with, was their need to fulfil their ‘regulatory compliance’ with SEBI.
However, the market regulator had already taken several steps to streamline the process of issuance of duplicate share certificates through a circular of 25 May 2022 which explicitly calls itself a circular for ‘simplification of procedure and standardisation of formats of documents for issuance of duplicate securities certificates’. Despite this, RTAs seem to have made it more complex by asking for a myriad of new documents, leading to endless red tape for the ordinary retail investor.
A common issue of contention between the RTA and Mr Gupta was the paper publication. As per the SEBI circular, the requirement was the ‘issuance of advertisement regarding loss of securities in a widely circulated newspaper’. Whereas the RTA’s requirement was ‘paper publication in national daily, in the location of the registered office of the Company in a specified format issued by the Company only’. The RTA rejected Mr Gupta’s paper publication twice, because he allegedly did not follow their format (even though no such format is prescribed by SEBI or the RTA).
As a lawyer working in the securities market, I see a range of clients from stock brokers to ordinary retail investors. Every case turns out to be a window into our clients’ lives, with glimpses of how the securities market actually functions and the struggles that an ordinary investor faces despite heavy regulation by SEBI.
By representing Mr Gupta, I have learned one thing: Mr Gupta is not another statistic. He is a reminder of why investor protection must remain at the heart of our regulatory framework. If our capital markets are to be truly inclusive, the systems we build must serve not only institutions, but also the individual retail investor. So, while the market regulator chases front-runners, insider-traders and the like, it must not forget the grievances of the ordinary shareholder, who form the bedrock of the Indian securities market.
I looked for any guidance about this on the internet but could not find a definitive answer.
In our case, it was rather straightforward. Out of the 1,600 physical shares, we were missing the certificates for 400 bonus shares, which we had actually never received. We had to follow the same detailed procedure as mentioned earlier, and it took us more than two years to finally receive the letter of confirmation.
One thing I truly appreciated was the company’s thorough verification process. They appointed a firm to physically visit the shareholder’s registered address to confirm the authenticity of the shareholders. In our situation, my uncle and aunt were the joint holders. The visiting staff checked their UID cards, reviewed marriage photos, took pictures of the house, and then sent a detailed report to the company's compliance officer.
Looking back, I appreciate how the process was handled. While it may seem exhausting and painful at first, on deeper thought, I realize that these steps are necessary. They help ensure that shares are not transferred into the wrong hands and protect genuine shareholders. Once the KYC and Dematting procedure was fullfilled , we received the Dividends in no time
I am currently helping a person get shares transmitted to her name after her after her mother died without making her the nominee. She is the sole legal heir. This is the list of documents that the RTA requires to transmit the shares to her name (see below).
This is 17 line items, including affidavits that require the witnesses to not be relatives (this is not a SEBI requirement!). The value of the shares is Rs. 1.5L. It is almost impossible to get everything right on the first attempt, even using a checklist, and this inevitably entails a back-and-forth process with the RTA, who is notoriously slow, despite claiming in their name to be about technology.
If my friend's mother had been foresighted enough to make her daughter the nominee, this would have reduced the complexity only slightly (no need for legal heir certificate and two of the affidavits).
This is the list of documents for transmission of securities to a legal heir.
1. Self-attested request letter for transmission of shares by the claimant.
2. Original share certificates.
3. Transmission request form duly signed by the claimant/s i.e. Annexure C (Form ISR-5).
4. Affidavit (Annexure D) on non-judicial stamp paper of Rs 100/- duly filled and notarized for transmission of shares. If more than one claimant it should be executed separately for each claimant.
5. Indemnity Bond (Annexure E) on non-judicial stamp paper of Rs 500/- duly filled for transmission of shares.
6. No objection letter (Annexure F) on non-judicial stamp paper of Rs.100/- from all other legal heirs who are not claimants (if applicable only).
7. Notarized copy of death certificate or Original death certificate of the deceased shareholder. If the death certificate is being issued in other than English / Hindi Languages then the notarized translated copy in English has to be enclosed.
8. Duly filled and self-attested form ISR-1 for Shareholder details update.
9. Duly filled and banker attested form ISR-2 for Signature update.
10. Duly filled signed and witnessed form ISR-3 for nominee opt-out or form SH-13 for nominee update, as applicable.
11. Duly filled and self-attested form ISR-4 for transmission of shares.
12. Original cancelled cheque.
13. Self-attested copy of PAN card & address proof of the claimant.
14. Self-attested copy of PAN card & address proof of all other legal heirs who are not claimant.(if applicable)
15. Depository participant attested Client Master List.
16. Self-attested copy of PAN card of witnesses as per Indemnity Bond. Both the witnesses should not be same and not related to the shareholder.
17. Copy of notarized Legal Heir Certificate issued by Mandal Revenue Officer / District Revenue Officer / Tahsildar duly attested by a Notary / Gazette Officer. (If available only)