Hi,
Can someone provide me with board resolution regarding transfer of shares by one shareholder to another of a Pvt Ltd Co
Thanking you in advance.
Prameela Prabhu (CA Final) (28 Points)
25 January 2010Hi,
Can someone provide me with board resolution regarding transfer of shares by one shareholder to another of a Pvt Ltd Co
Thanking you in advance.
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 25 January 2010
Find attached herewith Minutes along with desired resolution. Hope this would be of some help.
CourseCart.in
(Mentor at SHAYVIDZ Academy)
(3756 Points)
Replied 25 January 2010
TRANSFER OF SHARES: [SECTION 108]
1. Subject — Transfer of minimum number
of shares — Amendment of
Articles
2. Passing Authority — General Meeting
3. Nature of the Resolution — Special Resolution
4. Specimen Resolution(s)
A. Resolution for amending the Articles
∫ SPECIMEN 1
"RESOLVED THAT the Articles of Association of the Company be
amended to include after the existing Article 45 a new Article bearing serial No.
45A as follows:—
"45A. The Directors shall not accept any application for transfer of less
than 25 (twenty-five) equity shares of the company, provided, however, this
condition shall not apply to:—
(i) a transfer of equity shares made in pursuance of any statutory
provision or an order of a court of law;
(ii) the transfer of entire equity shares by an existing equity shareholder
holding less than 25 equity shares by a single transfer to a single or
joint names;
(iii) the transfer of the entire equity shares of an equity shareholder
holding less than 25 equity shares to one or more transferees whose
holding in the company will not be less than 25 equity shares each
after the said transfer;
(iv) the transfer of not less than 25 equity shares in the aggregate in
favour of the same transferee in two or more transfer deeds
submitted together within which one or more relate/s to transfer of
less than 25 equity shares."
∫ SPECIMEN 2
"RESOLVED THAT pursuant to section 31 and other applicable provisions,
if any, of the Companies Act, 1956, the following Article 35(g) be inserted after
Article 35(f) of the Articles of Association of the Company:—
"35(g) Nothing in this Article shall prejudice the power of the Board of
Directors of the Company to refuse to accept the applications for transfer of
less than 25 equity shares of the Company, provided, however, that this
restriction shall not apply to:—
1. Transfer of equity shares made in pursuance of a Statutory Order or
an Order of a Competent Court of Law;
2. Transfer of the entire equity shares by an existing shareholder of the
Company holding less than 25 equity shares by single transfer to a
single or joint names;
3. Transfer of more than 25 equity shares in favour of the same
transferee under one or more transfer deeds, one or more of them
relating to transfer of less than 25 equity shares:
Provided that where a member holding shares in lots higher than the
transferable units of trading, transfers in lots of transferable units, the
residual shares shall be permitted to stand in the name of such
transferor notwithstanding that the residual holding would be below
25.
4. Transfer of equity shares held by a member which are less than 25
but which have been allotted to him by the Company as a result of an
issue of Bonus and/or Right Shares or any shares resulting from
conversion of debentures."
∫ SPECIMEN 3
"RESOLVED THAT pursuant to section 31 and other applicable provisions,
if any, of the Companies Act, 1956, the existing Article No. 22 of the Articles of
Association of the Company be replaced by the following amended Article No.
22:
"22. Any person (whether a Registered holder of shares or not) being in
possession of any share certificate or share certificates for the time being,
may surrender the said share certificates to the Company and apply to the
Company for the issue of two or more fresh share certificates comprising the
same shares bearing the same distinctive numbers comprised in the said
certificates and in such separate lots as he may desire, in lieu of such share
certificates so surrendered, or for the consolidation of the shares comprised
in such surrendered certificates into one certificate and the Directors shall
issue, in lieu of and in cancellation of certificates so surrendered, one or more
such share certificates as the case may be in the name of the person or
persons in whose name the original certificates stood and the new certificates
so issued shall be delivered to the person who surrendered the original
certificates or to his order:
Provided that notwithstanding anything contained in this Article and
under sub-article (b) of Article 19, the Board shall not accept applications for
sub-division or consolidation of share certificates into denominations less
than the market units of trading except when such sub-division or
consolidation is required to be made to comply with any statutory order or an
order of a competent Court of Law or a request from a Member to convert his
odd lot of shares into transferable/marketable lots, subject however, to
verification by the Company."
Explanatory Statement
In view of the mounting costs of servicing small shareholders
disproportionate to the investment of such small shareholders in the share capital
of the Company, it is proposed to introduce reasonable restrictions in regard to
acceptance of transfer of shares and request for sub-division or consolidation of
shares involving small numbers. In recent years, the cost of postage, paper,
printing and other administrative services has considerably escalated which has
already prompted many companies to prescribe minimum number of shares
involved in any transfer, sub-division or consolidation of shares. In fact, a few
years before, in appreciation of the aforesaid fact, the Government of India had
prescribed a market lot of 100 shares in respect of new issues for subscripttion by
public.
The Board of Directors, having taken note of the above, consider that in
respect of transfers a minimum of 25 shares and in respect of sub-division and
consolidation market lot viz. 100 shares may be regarded reasonable. Necessary
amendments to the Articles of Association are proposed in the resolutions
contained under items ......... and ........... for transfer of shares by the existing
shareholders holding less than 25 shares and in respect of sub-division and
consolidation of shares below marketable lots respectively.
None of the Directors is concerned or interested in this resolution.
5. Guidelines
(1) In the case of listed companies, approval of the stock exchange
concerned is also required.
(2) The minimum number is normally the marketable lot. Presently, after the
demat system marketable lot is one share in case of a listed company.
(3) This resolution is intended to reduce administrative work and expenses.
(4) Only permissible restrictions on transferability of shares contained in the
company's Articles of Association are applicable. Any restriction outside
the Articles is inoperative and unenforceable. [Rangraj (V.B.) v
Gopalakrishnan (V.B.) (1992) 73 Comp Cas 201 (SC)]
6. Filing
(a) E-Form 23 with the Registrar within 30 days of passing of special
resolution for alteration of Articles.
GSTR 9 and 9C for FY 23-24 as amended by Notification 12/2024 dated 10th July 2024(with recording)
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