07 September 2009
The company is a private limited company. 10,000 shares held by subscribers are being transferred to a Director of the company. The transfer deed is dated 17.07.2008. The transfer deed is lodged with the company within two months on 12.09.2008.
However the transfer of shares can be approved by the board only at the meeting held on 04.12.2008. (note : the board cannot have a meeting during the intervening period viz Sep 2008 to Dec 2008 due to absence of a director from India)
Will this be a violation of the provisions of the Act.
07 September 2009
The shares can be transferred by the officer incharge, and it will be ratified by the board in the next meeting. After lodging of the transfer deed to you the officer of the company who is referred to as the compliance officer will verify the correctness and tranfer the same and will be ratified by the board later on.
Thankyou Sir for your immediate reply. The transfer deed is dated 17.07.2008. The same was lodged with the company on 12.09.2008 (within two months). The intention of the board is not to delay the transfer. The delay is due to the fact that the board has only two directors and one of the director has gone out of station during September 2008 to end of November 2008. Hence the transfer takes place only on 04.12.2008.
I think of a solution on my own. Can the company send back the transfer deed to the transferee pointing out some clerical errors (like signature of transferee not available...etc). The transferee after rectification of the clerical errors re-lodge the TD's on 15th October 2008. After which the transfer is approved by the board on 04.12.2008. Will this overcome the violation as informed by you.
08 September 2009
As per my interpretation of section 113 date of delivery of transfer request is 12.09.2008 and as per section 113 it is duty of the company to deliver new share certificate with in 2 months of 12.09.2008 by approving the transfer in board meeting.
Hence you may hold your board meeting up to 11.09.2008 approving the transfer.
CAclubindia
