The Institute of Company Secretaries of India has made a representation to the Department of Revenue seeking clarification on jurisdiction for levy and collection of stamp duty on issuance of securities under the Indian Stamp Act, 1899. The issue arises due to conflicting interpretations between Section 9A (introduced by the Finance Act, 2019), which mandates collection of stamp duty by depositories like NSDL/CDSL, and state-specific provisions such as Article 19 of Schedule I-A applicable in NCT Delhi. This ambiguity has resulted in double payment of stamp duty, confusion among stakeholders, and compliance challenges. ICSI highlighted that companies are facing legal uncertainty, risk of disputes, and operational inefficiencies. It has requested government intervention to clarify the scope of depositories’ authority and ensure uniform implementation, prevent duplication, and align central and state provisions for smooth functioning of the securities market.
Institute of Company Secretaries of India
G&PD: DoR/FM: 01/ 2025-26 Dated: 16′ March 2026
Shri Arvind Shrivastava
Secretary (Revenue)
Department of Revenue
Room No. 14102.
Kartavya Bhawan — I
New Delhi
Subject: Representation seeking clarification and intervention regarding jurisdiction for levy and collection of Stamp Duty
Respected Sir/Madam,
Greetings from the Institute of Company Secretaries of India (ICSI)
We wish draw your kind attention towards circular dated 29th September 2025 issued by the office of the Divisional Commissioner, Stamp and Registration Branch, Revenue Department, NCT of Delhi, whereby it informed that all companies having their registered office situated in the National Capital Territory (NCT) of Delhi, in accordance with Article 19 of Schedule IA of the Indian Stamp Act, 1899, stamp duty is required to be paid on the issuance of shares at the rate of 0.1% of the value of shares as applicable to the NCT of Delhi.
Further, the Finance Act, 2019 amended the Indian Stamp Act, 1899 and inserted section 9A, which deals with ‘Instruments chargeable with duty for transactions in stock exchange and depositaries’, and section 9B, which relates to instruments ‘chargeable with duty for transactions otherwise than in stock exchange and depositaries.
Section 9A reads as follows:
a. when the sale of any securities, whether delivery based or otherwise, is made through a stock exchange, the stamp-duty on each such sale in the clearance list shall be collected on behalf of the State Government by the stock exchange or a clearing corporation authorised by it, from its buyer on the market value of such securities at the time of settlement of transactions in securities of such buyer, in such manner as the Central Government may, by rules, provide;
b. when any transfer of securities for a consideration, whether delivery based or otherwise, is ‘node by a depository otherwise than on the basis of any transaction referred to in clause (a), the stamp-duty on such transfer shall be collected on behalf of the State Government by the depository from the transferor of such securities on the consideration amount specified therein, in such manner as the Central Government may, by rules, provide;
c. when pursuant to issue of securities, any creation or change in the records of a depository is made, the stamp-duty on the allotment list shall be collected on behalf of the State Government by the depository from the issuer of securities on the total market value of the securities as contained in such list, in such manner as the Central Government may, by rules, provide
The provisions of Section 9A of the Stamp Act provides that stamp duty shall be payable at the rate specified under Article 56A of Schedule I which is 0.005% on issuance of securities other than debentures, where the shares are issued in dematerialised form through Depository.
Here it is pertinent to submit that the Office of the Divisional Commissioner (Stamp & Registration), under the Revenue Department, Government of NCT of Delhi, vide its communication dated 29.09.2025, has directed National Securities Depository Limited and Central Depository Services Limited not to collect stamp duty under Article 19 of Schedule I-A in respect of certificates or other documents evidencing title to shares pertaining to companies having their registered office in NCT of Delhi, stating that the authority to levy and collect such stamp duty rests with the Government of NCT of Delhi. (Copy of letter enclosed as Annexure I).
This ambiguity in the provisions of Indian Stamp Act. 1899, has resulted in practical and legal difficulties for companies, depositories, and professionals, particularly in cases of issuance of shares and other securities. The absence of a harmonized and clarification from the competent authority has resulted in:
Duplication of Stamp Duty: In many cases, stakeholders has ended up in paying double stamp duty i.e 0.05% to NSDL/CDSL and 0.1% to Revenue Department, Government of NCT of Delhi, Delhi.
- Confusion amongst the Depositories and State w.r.t authority to collect Stamp duty under Section 9A vis-à-vis State-specific provisions under Article 19 of Schedule I-A;
- lack of clarity is resulting in non-compliance with applicable State stamp laws, as stakeholders struggle to reconcile centralised collection mechanisms with State-mandated requirements’
- Exposure of stakeholders to regulatory disputes, compliance risks, and avoidable litigation.
In view of the above and in order to ensure uniform implementation of the statutory framework, we respectfully request the Department of Revenue to kindly intervene and provide the clarity on the scope of Depositories to collect stamp duty in line with section 9A and legal position regarding applicability of Article 19 of Schedule 1-A in cases of issuance of securities by companies having their registered office in NCT of Delhi;
It is requested to issue suitable directions to ensure uniform compliance across all collecting agents, intermediaries, and stakeholders, thereby preventing jurisdictional overlap and ensuring that stamp duty is collected and remitted in accordance with the statutory scheme.
This will ensure legal certainty, protect stakeholder interests, uphold cooperative federalism, and facilitate smooth functioning of the securities market ecosystem in alignment with the intent of the Finance Act, 2019.
We shall be pleased to provide any further information in this regard on hearing from your good self. Thanking You,
Yours faithfully
(CS Pawan. Chandak)
President
The Institute of Company Secretaries of India
