Transfer of shares in lock-in period

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

03 September 2013 gud afternoon..
i have a query regarding promoters lock-in period on partly paid up share warrants. All promoters holding in shares of the company is 979078 shares. One promoter is having 12,30,000 partly paid up share warrants and out of which 90,000 shares are in lock-in period. can promoter sold these 90,000 shares??...if yes, then what is the checklist?...urgent

CS,CA F,Numrologi TusharSampat

CS,CA F,Numrologi TusharSampat (Expert)
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03 September 2013 Lock in period shares cannot be sold before its time.

Querist : Anonymous

Querist : Anonymous (Querist)

03 September 2013 but transfer is possible in this situation ???.... if yes, then what is the procedure???

pls provide the checklist of transfer of shares not in lock-in period held by the promoters..

Querist : Anonymous

Querist : Anonymous (Querist)

03 September 2013 urgent....

Ajay Mishra

Ajay Mishra (Expert)
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03 September 2013 Hi

Please check your share certificate and see what is mentioned there on about lock in.

Querist : Anonymous

Querist : Anonymous (Querist)

03 September 2013 pls provide the checklist of removal of promoters??

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
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02 August 2025 Hey! Here's a detailed reply covering your queries on **transfer of shares during lock-in period** and the **checklist for transfer/removal of promoters:**

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### 1. **Transfer of Shares During Lock-in Period**

* **General rule:**
Shares under a *lock-in period* cannot be freely sold or transferred until the lock-in expires. This applies especially to promoter shares as per SEBI regulations.

* **Partly paid-up shares & share warrants:**
Lock-in restrictions apply on fully or partly paid-up shares/warrants as per the terms specified at issuance and as per SEBI (ICDR) regulations.

* **Can promoter sell the locked-in shares?**
**No**, promoters cannot sell or transfer shares that are under lock-in. Such transfers would be invalid.

* **Is transfer possible during lock-in?**
No, transfer of shares in lock-in period is prohibited by SEBI regulations and the stock exchanges.

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### 2. **Procedure/Checklist for Transfer of Shares NOT in Lock-in Period (Promoters)**

When transferring shares **not under lock-in**, here’s the usual checklist:

* **Board Approval:**
Obtain necessary board approval if the articles or law requires.

* **Share Transfer Deed (Form SH-4):**
Execution of share transfer deed signed by transferor and transferee.

* **Stamp Duty:**
Pay stamp duty on the transfer deed as per state laws.

* **Share Certificate:**
Original share certificates to be delivered to the transferee or company.

* **Company Approval:**
Obtain approval from company as per articles of association (usually via board).

* **Register of Members:**
Update the Register of Members with the new owner details.

* **Intimation to Stock Exchange (if listed):**
Inform stock exchanges and comply with any disclosures.

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### 3. **Checklist for Removal of Promoters**

Promoters are generally shareholders and directors. So "removal" can mean:

* **Removal as Director:**
Follow the Companies Act procedure:

* Board Meeting and notice for General Meeting.
* Special resolution in General Meeting.
* File DIR-12 with ROC.
* Update company records.

* **Reduction/Transfer of Shares Held:**

* Transfer shares to another person (following above transfer procedure).
* Comply with lock-in and other SEBI regulations if applicable.

* **Change in Promoter Status:**

* Inform stock exchanges.
* Comply with SEBI (LODR) requirements for change in promoter shareholding.

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### Summary:

| Query | Answer |
| ---------------------------------------- | -------------------------------------------------- |
| Can promoter sell shares in lock-in? | No, lock-in shares cannot be sold/transferred |
| Transfer possible during lock-in? | No |
| Transfer procedure for shares not locked | Board approval, SH-4, stamp duty, update registers |
| Removal of promoter as director | Through General Meeting and ROC filings |
| Removal of promoter status/shareholding | Transfer shares + regulatory disclosures |

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If you want, I can help you draft sample documents or resolutions for these procedures. Would you like that?

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