Inter se promoter transfer in listed company

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zankhana Trivedi

Company Secretary

462 Points Posted on 17 March 2012

Dear All,

Please give your opinion for below given Quary--

1) ABC Limited is a listed Company.

XYZ Private Limited is a Promoter of "ABC Limited"

XYZ Private Limited wants to transfer its shares by way of gift or sale to Mr. P & Mrs. P who are the Director of XYZ Private Limited & also the promoter of ABC Limited. (Please note Mr. P is holding shares in ABC limited under the Promoter Category. However Mrs. P is not having any shares in ABC Limited but since Mrs. P is a wife of Mr. P she will fall under Promoter Group)

In case of ABC Limited:

This transaction will fall under inter se promoter transfer since both XYZ Pvt. Ltd & Mr. P both are the Promoters of the Company. Hence SAST Rugulation will come into the picture.

In Case of XYZ private Limited-

Can XYZ pvt. ltd can transfer its investment (i.e. shares held by it in ABC Limited) by way of sale/gift to its Directors Mr. P & Mrs. P.

What could be the procedural Formalities for such kind of transactions from the point of view of both the Companies.

Pleae suggest.

Thanks & Regards

Replies (2)

CS RAJESH C.CHOUDHARY

ASSISTANT MANAGER

14607 Points Posted on 07 July 2012

Dear zankhana Trivedi,

Your company's Company Secretary can easily solve your riddle.

If he does not know that let the transferer hir services of some expert, as when he can promote two companies, he can easily afford professional fee for the job.

CS Ankur Srivastava

Company Secretary & Compliance Officer

17858 Points Posted on 11 July 2012

Originally posted by : zankhana Trivedi
	Dear All, Please give your opinion for below given Quary-- 1) ABC Limited is a listed Company. XYZ Private Limited is a Promoter of "ABC Limited" XYZ Private Limited wants to transfer its shares by way of gift or sale to Mr. P & Mrs. P who are the Director of XYZ Private Limited & also the promoter of ABC Limited. (Please note Mr. P is holding shares in ABC limited under the Promoter Category. However Mrs. P is not having any shares in ABC Limited but since Mrs. P is a wife of Mr. P she will fall under Promoter Group) In case of ABC Limited: This transaction will fall under inter se promoter transfer since both XYZ Pvt. Ltd & Mr. P both are the Promoters of the Company. Hence SAST Rugulation will come into the picture. In Case of XYZ private Limited- Can XYZ pvt. ltd can transfer its investment (i.e. shares held by it in ABC Limited) by way of sale/gift to its Directors Mr. P & Mrs. P. What could be the procedural Formalities for such kind of transactions from the point of view of both the Companies. Pleae suggest. Thanks & Regards

In case of ABC Limited it is quite clear, it is the interse transfer between the promoters' group. The acquirer has to submit a intimation to the Stock Exchange along with a non refundable fees of Rs. 25000.

In case of XYZ Limited, it is the investment of the Company and the investment must be in the name of the Company. Therefore, there must be propers sell. The intimation of which is to be given to the Stock Exchange.