nidhigoel89 (Company Secretary ) (594 Points)
16 January 2012Learned Member,
Pl. confirm:
As per my views Company doesnt have and time limit to register the share transfer.
As the time Limit of 2 Months are applicable on the transferor/transfree to send the duly executed transfer deed tocompany for registeration purpose.
Kindly confirm is there any time constraint applicable on the company that to register the received transfer deed in Register of Members.
Regards
Nidhi
CS Rajveer Rai, Gurgaon
(CS)
(646 Points)
Replied 17 January 2012
Ms. Nidhi validity of transfer deed duly stamped, dated and signed is 2 months as per 108 unless it is a listed company and as per 111 a public company can not deny registration of transfer of shares to any person without sufficient ground it has to register within 2 months of submission of deed hence it can be said that registration should be made within 2 months.
nidhigoel89
(Company Secretary )
(594 Points)
Replied 17 January 2012
Thanks for the Reply!
As per my understanding within 2 months of receipt of Documents, company need to give reasons for refusal of registration of transfer. And the appliacnt have powers to appeal to tribunal within 2 months of receiving of the refusal letter or 4 months from the date of sending the documents of transfer.
Now if company is not refusing the transfer and at the same time applicant is also not going for APPEAL to tribunal.
Then i think company can register the transfer as per tey deem think expedient.
Pl. Comment!
Regards
Nidhi
CS Rajveer Rai, Gurgaon
(CS)
(646 Points)
Replied 17 January 2012
no ms.nidhi either company has to register within 2 months or to give reason of refusal and also intimation should be given of refusal.
nidhigoel89
(Company Secretary )
(594 Points)
Replied 17 January 2012
OK,
Thanks for the valuable comments,
Regards
Nidhi
nidhigoel89
(Company Secretary )
(594 Points)
Replied 17 January 2012
Further i want to clarify one point more regarding transfer,
Date of stamp of ROC on Transfer Deed (TD)- 31-05-11
Date on which transfer was executed between parties - 07-06-11
Now they deliver documents to company on- 30-06-11
If company company approves the transfer in BM 30-08-11 which is within 2 months of RECEIPT OF DOCUMENTS.
CAN we consider this as a valid transfer. As the validity of TD is expire on 30-07-11
Nidhi
CS Rajveer Rai, Gurgaon
(CS)
(646 Points)
Replied 17 January 2012
i think if transfer is registered in your case upto 30-07-2011 it is valid and board can take note for the same in next borad meeting whenever convened
ars
(CS)
(445 Points)
Replied 17 January 2012
Pl. clarify your query. - the ROC date 31.05.2011 and expiry date 30.07.2011 . thats 2 months only, hence 100% valid.
I think your intention was different.
nidhigoel89
(Company Secretary )
(594 Points)
Replied 17 January 2012
Hello,
What i want to convey is that company receive the transfer documents on 30-06-11,
Bt convene the BM on 30-08-11 and approve the said transfer in this meeting.
As per the above particulars the transfer deed are expiring on 30-07-11.
So, i want to confirm is that a valid transfer as per the provsions of compaies act.
Nidhi
CS Rajveer Rai, Gurgaon
(CS)
(646 Points)
Replied 17 January 2012
I discussed with my senior in your case either you have to extend validity of deed or do meeting on or before 30-07-2011
ars
(CS)
(445 Points)
Replied 17 January 2012
In my opinion the date of valid lodgment of the transfer document with the relevant share certificate is material and important and not the date on which it was approved for transfer.
Take a case of book closure or record date. the documents recd. till the last dt. is to be considered for the corporate action for which the books were closed. in such a case the board or committee might have met few days after the said date but still they are conisdered.
experts with different view may pl. comment.
nidhigoel89
(Company Secretary )
(594 Points)
Replied 17 January 2012
Mr. Rajveer,
Pl. have a look on the given attachment and consider the pargraph of TIME FOR LODGEMENT OF TRANSFER OF DOCUMENTS.
I find that in Ramiya.
Pl. give your suggestion on the same.
Nidhi
CS Rajveer Rai, Gurgaon
(CS)
(646 Points)
Replied 18 January 2012
lodgement is not enough for completion of transfer it must be accepted by the compny as fully complied with the provision of Act which is ensured in board meeting and aproved the same as accepted and allowed to be named in register then it is completed. Nidhi mam please go a bit more deep in Ramaiya's book
nidhigoel89
(Company Secretary )
(594 Points)
Replied 18 January 2012
Mr. Rajveer,
In the given attachment its written that delay on part of company is not hit by any section of the companies act, 1956.
Next is the period of two months (of TRansfer deed) is for lodgement of transfer deed to company. After that the responsiblity of transferor/transfree is over. NOw Company needs to register that transfer in the BM.
Further the period of two months of refusal given by the company is further explained in Ramiya that if company doesnt register or give reason for refusal of shares within 2 months of lodgement of transfer THEN the company will loose the right to refuse the registration of transfer.
I havent find any point or language which put the responsiblity on company that to register the share within a time span. It would be highly helpful if u can provide any material regarding this.
Thanks
Nidhi
Landmark Judgments: Important Provisions of the EPF & ESI Act interpreted by the Honorable Supreme Court of India
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