Petition explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
When a company refuses to register a transfer or transmission of shares, the transferee can go to the National Company Law Tribunal. The appeal is a petition in Form NCLT-1 under rule 70 of the NCLT Rules, 2016. This article gives a specimen petition built on the columns of that form, the time limits section 58 prints, the documents that go with it, and the points that decide whether it succeeds.
The transferee files the petition. Section 58(3) gives the transferee thirty days from receipt of the company's notice of refusal, or sixty days from delivery of the instrument of transfer if no notice was sent, to appeal. For a public company, section 58(4) allows sixty days from the refusal, or ninety days from delivery if no intimation was received. Copies must be served on the company, the petition must be advertised, and an affidavit must verify the facts. The format follows the form as printed in the rules consulted; check the current form and filing instructions on the NCLT portal before filing.
When you need this petition
You need it when a private company limited by shares refuses to register a transfer or transmission, or a public company refuses without sufficient cause, or fails to register within thirty days of delivery of the instrument. A related remedy, under section 59, lets an aggrieved person, a member or the company itself ask the Tribunal to rectify the register of members if a name is entered or omitted without sufficient cause, or entry of a member's joining or leaving is delayed. See our section 56 guide, the rectification guide under section 59 and the share transfer procedure for private companies. For help preparing and filing, see our legal dispute resolution service.
Specimen petition
BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH COMPANY PETITION NO. OF IN THE MATTER OF SECTION [58 / 59] OF THE COMPANIES ACT, 2013 AND IN THE MATTER OF , having its registered office at , , qua transferee of shares of the Company ...PETITIONER VERSUS , through its , ...RESPONDENT PETITION UNDER SECTION [58(3) / 58(4) / 59] OF THE COMPANIES ACT, 2013 READ WITH RULE 70 OF THE NATIONAL COMPANY LAW TRIBUNAL RULES, 2016 (i) DETAILS OF THE PETITIONER AND RESPONDENT 1. The Petitioner is . 2. The Respondent is a company limited by shares, incorporated on , CIN , with its registered office at . Its authorised capital is and its paid-up capital is . (ii) JURISDICTION The Petitioner declares that the subject matter of the petition falls within the jurisdiction of this Bench, the registered office of the Respondent being at . (iii) LIMITATION The Petitioner declares that the petition is within the limitation laid down in section [58(3) / 58(4)] of the Companies Act, 2013, because / the instrument of transfer was delivered on and no notice was sent / the refusal was made on ]. (iv) FACTS OF THE CASE 1. The Petitioner ] shares of the Respondent bearing distinctive numbers to , folio no. , from , on , for . 2. The share certificate(s) and a duly executed instrument of transfer, with , were delivered to the Respondent on under cover of the Petitioner's letter dated (Annexure ). 3. By letter dated the Respondent refused to register the transfer, giving the reason: (Annexure ). 4. The Petitioner replied on (Annexure ) ]. 5. The refusal is unjustified because . 6. The Petitioner has not filed any other proceeding about the same shares. (v) RELIEFS SOUGHT In view of the facts above, the Petitioner prays that the Tribunal: (a) set aside the refusal and direct the Respondent to register the transfer of shares in the name of the Petitioner and to comply within the period the Act allows; (b) ; (c) pass interim orders, including as to , as the Tribunal thinks fit; (d) pass incidental orders on attached to the shares; (e) award costs; (f) pass such other orders as are just. (vi) PARTICULARS OF PAYMENT OF FEE Signature of the Petitioner / authorised signatory: Date: Place: LIST OF ANNEXURES 1. Letter and instrument of transfer delivered to the Company 2. Company's letter of refusal (or statement that none was sent) 3. Share certificates 4. Correspondence between the parties 5. AFFIDAVIT VERIFYING THE PETITION (in the form the Rules prescribe) I, , , solemnly affirm: I am the Petitioner / authorised representative; I have read the petition; paragraphs are true to my knowledge and the rest are believed to be true on information and belief; nothing material has been concealed. Deponent: Verified at on .
Clause-by-clause explanation
| Part | What it does | Drafting tip |
|---|---|---|
| Cause title | Names the forum, section and parties | Quote the section as sub-section (3) or (4) of section 58 |
| Details of parties | Gives capacities and company particulars | Say "qua transferee" |
| Jurisdiction | Anchors the Bench to the registered office | Use the Respondent's registered office |
| Limitation | Shows the filing is within section 58's periods | Compute from the date of notice or of delivery |
| Facts | Chronological, one issue per paragraph | Annex every letter referred to |
| Reliefs | Asks for registration, rectification, interim and consequential orders | Tie each relief to the section |
| Fee particulars | Records payment | Follow the current instructions |
| Annexures and affidavit | Evidence and verification | Certify copies as true copies |
The law behind it
Section 58(1) requires a private company limited by shares that refuses to register a transfer or transmission to send, within thirty days from delivery of the instrument or intimation, a notice of refusal with reasons to both transferor and transferee. Section 58(2) says the securities of a member of a public company are transferable without restriction, and a contract between persons about transfer is enforceable as a contract. Section 58(3) gives the transferee an appeal to the Tribunal within thirty days from receipt of the notice, or within sixty days from delivery of the instrument where no notice was sent. Section 58(4) covers a public company that without sufficient cause refuses or delays beyond thirty days; the transferee may appeal within sixty days of the refusal, or within ninety days from delivery if no intimation was received. Section 58(5) lets the Tribunal, after hearing the parties, dismiss the appeal or direct the company to register within ten days of receipt of the order, or direct rectification of the register and damages. Section 58(6) provides a penalty for contravening the Tribunal's order; read the text before advising on it.
Section 59(1) allows the person aggrieved, any member, or the company to appeal in the prescribed form for rectification of the register of members where a name is entered or omitted without sufficient cause or a default or unnecessary delay occurs in recording a person becoming or ceasing to be a member. The text we hold says nothing about a fixed time limit for a section 59 appeal; check the current text and the Limitation Act, 1963 for your case.
Rule 70 of the NCLT Rules, 2016 requires the appeal to be made by a petition in Form NCLT-1, with the documents listed in Annexure B, and a copy of the appeal to be served on the company at its registered office immediately after filing. The petitioner advertises the petition at least fourteen days before the hearing in accordance with rule 35 (using Form NCLT-3A as the rule prints it), and serves any objection received on the Registrar before the hearing. The Tribunal may make interim orders including injunction or stay, orders on costs and incidental orders on dividend, bonus or rights shares (rule 70(4)); on a section 59 petition it may decide questions of title to be entered in or omitted from the register (rule 70(5)). Notice to the respondent issues in Form NCLT-5 under rule 37, and the Tribunal may call for evidence by affidavit in Form NCLT-7 under rule 39. These forms and fees change; consult the current version.
Filing, stamp duty and execution
The petition is signed by the petitioner or authorised signatory and supported by an affidavit; copies of annexures are certified as true copies. Court fee is payable as per the applicable rules and the Tribunal's directions; no amount is stated here. The instrument of transfer bears stamp duty as the stamp law of the State requires, so see our stamp duty overview. A petition by a company is supported by the Board resolution and the other documents the rules list. A Vakalatnama or memorandum of appearance records the authority of the advocate or representative.
Common mistakes
- Filing after the thirty, sixty or ninety day period for the situation has run.
- Choosing the wrong sub-section of section 58 for a private or public company.
- Not serving the company at its registered office immediately after filing.
- Failing to advertise at least fourteen days before the hearing.
- Leaving out letters showing delivery of the instrument of transfer.
- Asking only for registration and forgetting rectification, damages and consequential orders.
- Not attaching a verifying affidavit in the prescribed form.
- Filing an unstamped or deficient instrument of transfer.
Need help with an NCLT petition?
If a company has refused or delayed registering a transfer, the clock is short and the record matters. Our team prepares the petition, the annexures and the service and advertisement steps, and appears before the Tribunal. See legal dispute resolution. If your issue is a failure to hold the AGM, read our application to NCLT to call an AGM.
Key takeaways
- The transferee files a petition in Form NCLT-1 under rule 70.
- Section 58(3) and 58(4) fix the time limits.
- Serve the company and advertise at least fourteen days before the hearing.
- The Tribunal can order registration within ten days or rectification and damages.
- Section 59 covers rectification of the register more widely.
Read next
- Section 56: transfer of shares
- Section 59: rectification of register of members
- Share transfer in a private company: procedure
- Application to NCLT to call an annual general meeting
Disclaimer: This specimen is a general model for information. Every document must be adapted to its facts and to the law, rules and forms in force when it is signed or filed; stamp duty, registration and court fees depend on the State and the forum. This article is general information, not legal advice; check the official text before acting.