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Sonakshi Bhargava (Querist)
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11 December 2012 Please correct me if i am wrong: Board Meeting to approve the transfer i.e. is the date of transfer should be the date with in 2 months of the presentation of Transfer Deed

SEC 111: The transferer or transferee, or the person who gave inti- mation of the transmission by operation of law, as the case may be, may appeal to the Company Law Board against any refusal of the company to register the transfer or transmission, or against any failure on its part within the period referred to in subsection (1)that is 2 months, either to register the transfer or transmission or to send notice of its refusal to register the same.

Section 113: Every company shall, within three months after the allotment of any of its shares, debentures or debenture stock, and within two months after the application for the registration of the transfer of any such shares, debentures or debenture stock, deliver, in accordance with the procedure laid down in section 53, the certificates of all shares, debentures and certificates of debenture stocks allotted or transferred.

Ajay Mishra

Ajay Mishra (Expert)
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11 December 2012 Hi

Yes, within 2 months in case of unquoted shares.

In the case of shares dealt in or quoted on a recognised stock exchange, at any time before the date on which the register of members is closed, in accordance with law, for the first time after the date of the
presentation of the prescribed form to the prescribed authority under clause (a) of section 108(1A) or within twelve months from the date of such presentation, whichever is later. In any other case, within two months from the date of such presentation.

Sonakshi Bhargava

Sonakshi Bhargava (Querist)
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11 December 2012 ok now if Company has some limitation of time factor that some prior approval of exchanges. company is not a listed company and the approval so granted is not within the expiry of 2 months then what

Is we have to change the transfer deed?

Ajay Mishra

Ajay Mishra (Expert)
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11 December 2012 I think you have followed the given procedure:

PROCEDURE FOR TRANSFER OF SHARES OF PRIVATE COMPANY

Generally articles contain the detailed provisions as regards the procedure for transfer of shares. Usually following steps shall be followed by a private company to give effect to the transfer of shares:—
(i) Transferor should give a notice in writing for his intention to transfer his share to the company.
(ii) The company in turn should notify to other members as regards the availability of shares and the price at which such share would be available to them.
(iii) Such price is generally determined by the directors or the auditors of the company.
(iv) The company should also intimate to the members, the time limit within which they should communicate their option to purchase shares on transfer.
If none of the members comes forward to purchase shares then the shares can be transferred to an outsider and the company will have no option, other than to accept the transfer.
It is to be noted that any transfer of shares to an outsider without complying with the procedure as specified in the articles for effecting transfer of shares will not be operative against the company. Even in the case where the procedure prescribed by the articles was not followed and such failure was not due to any fault on the part of the selling shareholder, the transfer to an outsider was held not to be effective.
Transfer of shares without consent of holder of shares and without prior sanction of board of directors as required under articles of association of a private company concerned could not be held to be valid. [John Tinson Co. (P) Ltd. v Mrs. Surjeet Malhan (1997) 88 Comp Cas 750 (SC)].

Sonakshi Bhargava

Sonakshi Bhargava (Querist)
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11 December 2012 No sir my query is not related to this if this happens in case of public Company (not listed) and they have to take the approval of Exchanges then what

Ajay Mishra

Ajay Mishra (Expert)
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11 December 2012 Hi

I thing it is securities trading company. In that case:

Where the validity period of an instrument of transfer has expired, namely, the instrument is beyond 12 months from the date of presentation to the prescribed authority or from the date of book closure which ever is later in case of shares of a listed company and in other case 2 months from the date of presentation, the holder may make an application in Form 7C to the Registrar of Companies requesting for extension in the validity. The fee for such application is Rs.50 where the nominal value of the shares is upto Rs. 5,000 and the fee is Rs. 100 where the value exceeds Rs. 5000.

Ajay Mishra

Ajay Mishra (Expert)
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11 December 2012 The application shall be made to the Registrar of Companies, where the registered office of the Company is situated or under whose jurisdiction the transferor or transferee resides. The Registrar on satisfaction of the cause shown in the application shall extend the validity for a period of 30 days from the date of approval by the Registrar. It should be noted that further extension will not be provided by the Registrar. Therefore, the transfer deed should be lodged with the company within the extended period only.

Sonakshi Bhargava

Sonakshi Bhargava (Querist)
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11 December 2012 Thanks Sir

Sonakshi Bhargava

Sonakshi Bhargava (Querist)
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11 December 2012 Sir Form 7C to be submitted physically to ROC?

Ajay Mishra

Ajay Mishra (Expert)
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11 December 2012 Hi

Its a physical application. The payment will be made through MCA under Miscellaneous fee.

The details of form is given below:

https://www.ourprofessionalteam.com/phocadownload/form%20no%207c.pdf

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