Share transfer from indian co. to nri company on zero value

It will not be covered under automatic route and hence you will have to take approval of RBI for the same.  Rule 5 of Schedule-I to Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations 2000 reads as under:

Issue price

5. Price of shares issued to persons resident outside India under this Schedule, shall not be less than :—

(a) the price worked out in accordance with the SEBI guidelines, as applicable, where the shares of the company is listed on any recognized stock exchange in India;

(b) the fair valuation of shares done by a SEBI registered Category-I Merchant Banker or a Chartered Accountant as per the discounted free cash flow method, where the shares of the company is not listed on any recognized stock exchange in India; and

(c) the price as applicable to transfer of shares from resident to non-resident as per the pricing guidelines laid down by the Reserve Bank from time to time, where the issue of shares is on preferential allotment.

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