Sneha (Company Secretary) (210 Points)
05 April 2010
Hello,
If the shares of a Pvt. Co. are dematerialised, how does transfer of shares take place?
Since there is no free transferability, does the board pass any resolution before the RTA/DP accepts the shares or are the transfers ratified at the first board meeting held after transfer? or is there any other way?
Ajay Mishra
(Company Secretary)
(74337 Points)
Replied 05 April 2010
Ms. Sneha
Procedure for transfer of shares:
Generally articles contain the details provisions as regards the procedure for transfer of share. Usually following steps shall be followed by a private company to give effect to the transfer of shares:
a) Transferor should give notice in writing for his/her intention to transfer his/her share to the company.
b) The company in turn should notify to the members as regards the availability of shares and the price at which such share should be available to them.
c) Such price is generally determined by the director or the auditors of the company.
d) The company should also intimate to the members, the time limit with in which they should communicate their option to purchase shares on transfer.
Regards
Ajay
CS Jithesh (ACS,)
(COMPANY SECRETARY )
(485 Points)
Replied 09 April 2010
How the Private company can convert their share in dematerialised form ?
Sneha
(Company Secretary)
(210 Points)
Replied 09 April 2010
Ajay Sir,
The procedure of transfer is clear but here to question is of transfer of DEMATERIALSED shares. such shares need no approval and can be transferred instantly. So how does it wrk? i mean the concept of transfer of shares without intimating the company seems contradictory to nature of pvt companies.
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 09 April 2010
A company may arrange demat connectivity from depository NSDL or CDSL along with share transfer agent (RTA) by entering into a tripartite agreement.
For example if Sneha and Ankur are 2 shareholders of a private company having demat facility and if S wants to transfer her share to A then s have to fill the offline transaction book slip (received by S from her DP) in favour of A and submit the same to her DP. In that case share tran deed and stamp duty would not be required.
Sneha
(Company Secretary)
(210 Points)
Replied 09 April 2010
so S can transfer shares to A instantly. The RTA gets notified by DP/depository and in turn company gets the periodic updates. Am i right?
is there no need of a 'sanction' by pvt. company? If not, whts the differnce between transfer of shares of a public co and a pvt. co.? in such cases there is no "restriction on transfer of shares", is it not?
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 09 April 2010
Your doubt and understanding is correct. You have to check the terms and conditions of tripartite agreement and observe the powers of RTA in this regard.
According to me after receiving transfer request from the DP of S the RTA should confirm the same form issuer company or ask for BR for approval of transfer.
I'll talk to my RTA about the same and let you know.
Mahesh Joshi
(CS)
(41 Points)
Replied 06 July 2010
Hello Mr. Ankur
Could you please let us all know if you could get any info from your RTA on this matter.
Ashish Gupta
(CS & Legal)
(114 Points)
Replied 07 July 2010
RTA will confirm from the Company before approving the transfer.
Its only after Company's Board / Committe approval, RTA shall register the transfer in demat mode.
Rgds,
Ashish
sayani ghosh
(-)
(26 Points)
Replied 27 June 2012
what is the procedure of transfer of demat shares of one company to another?
dipali shinde
(company secretary)
(163 Points)
Replied 24 March 2014
Hello Sneha,
I had asked the same query to my RTA and he replied that even though it is a pvt ltd company, it will not be possible to control the transfer of shares. A shareholder may transfer shares by issue of delivery instruction slip to his DP and transfer will be effected by NSDL by off-market transaction. RTA will come to know about the same only after the transfer has taken place. Even though I am not fully convinced about the answer, do not know any other solution to control . So did you find any solution for the same ?
Thanks in advance
Dipali Shinde
Atul Agarwal
(article)
(35 Points)
Replied 02 October 2017
hi sneha
right now i am also having same query...did u find any answer for this ?
sachin Mehto
(Chartered Accountant Student)
(29 Points)
Replied 09 August 2018
procedure for dematerialisation of private limited company shares
Converting to Demat Shares
In India, a depository is an organisation which holds securities of investors in electronic form at the request of the investors. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) are currently the two registered depositories with SEBI.
However, investors cannot directly trade through depositories and must interact through a depository participant.
A Depository Participant (DP) is an agent of the depository through which it interfaces with the investor and provides depository services.
Many public financial institutions, commercial banks, stock-brokers, clearing corporations /clearing houses and NBFCs complying to the requirements of SEBI are registered as Depository Participants
To convert shares of a private limited company into demat form, the company and the investors of the company must enter into an agreement with depository participants.
A private limited company can offer demat facility to its shareholders by admitting the securities to the NSDL. To do so, the company must first enter into a contract with an existing Registrar & Transfer Agent (R&T Agent) who is responsible communicating with the NSDL for all share credits and transfers.
At NSDL, the joining fees for an unlisted companies is Rs.30,000 plus GST. In addition to the joining fee, any issuer of listed securities is required to pay an annual custody fee at the rate of Rs. 8 per folio (ISIN position) in NSDL, subject to the following minimum amount:
|
Nominal Value of Securities admitted (Rs.) |
Amount (Rs.) |
|
Upto 5 crore |
6,000 |
|
Above 5 crore and upto 10 crore |
15,000 |
|
Above 10 crore and upto 20 crore |
30,000 |
|
Above 20 crore |
50,000 |
In addition to the company becoming an issue, the shareholders of the company must also become an investor under a depository participant to hold their shares of the company in demat form. Shareholders of the company can open a Beneficial Owner (BO) account with a Depository Participant (DP) of any depository.
Charges paid by the investor for converting his/her shares into demat form include:
Thanks And Regards
Law Aspire
(CS)
(755 Points)
Replied 09 August 2018
| Originally posted by : Ajay Mishra | ||
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 |
Sir Company will inform transferree ?
How availability of shares determined
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