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Board Resolution

14 June 2011

Frends...

I want to know that,Board Resolution is required for trnsfer of shares of a small private Company, bt when the resolution is passed for share transfer..

suppose

Share transfer Deed form No.7-b Dated----15 march 2010.

Loan Taken by Company from this share holder dated---10 march.

When Should BOD passed the resolution of share transfer...After Deed date or before deed date.

Loan paid on Dated---3 september

Again share transferto another person Deed dated----10 sep.

When should resolution passed to again share transfer.

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4 Replies

CS Executive Ankit Parikh (Sr. Associate) (284 Points)
Replied 14 June 2011

Hi,

Board Resolutions should be passed on March 10 and Sep 10.

Please correct me if i am wrong.

Regards,

Ankit

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Manish Mishra (CS) (36 Points)
Replied 14 June 2011

Please note that for a private COmpany the share transfer is effective from the date of Board approval (as the there is a restriction in trasnfer of shares), therefore, couple of points to be noted:

1. Valid 7b.

2. Board approval for every transfer, therefore, both transfer need Board approvals. Further the Board approval happens when 7b is presented to the Board. Therefore the meeting should be after 7b is signed.

therefore the meeting dates should be in 1st case after March 15 and after September 5.

However, there is a question here, why is it a transfer? When the loan is to a Company and I assume if this is a conversion of loan in shares, then it should be allotment?

Else the Company should have baught back the shares and is reissuing the shares.

Please clarify. Can help you further on this then...

Cheers

1 Like

CA Kishan Kabra (CA) (173 Points)
Replied 15 June 2011

Originally posted by : Manish Mishra
	Please note that for a private COmpany the share transfer is effective from the date of Board approval (as the there is a restriction in trasnfer of shares), therefore, couple of points to be noted: 1. Valid 7b. 2. Board approval for every transfer, therefore, both transfer need Board approvals. Further the Board approval happens when 7b is presented to the Board. Therefore the meeting should be after 7b is signed. therefore the meeting dates should be in 1st case after March 15 and after September 5. However, there is a question here, why is it a transfer? When the loan is to a Company and I assume if this is a conversion of loan in shares, then it should be allotment? Else the Company should have baught back the shares and is reissuing the shares. Please clarify. Can help you further on this then... Cheers