Share transfer at premium (pvt. Ltd.

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RAJI SACHIN

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Jun 9, 2022, 8:22:09 PM6/9/22
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Dear all, 


A is the private limited  company with paid up capital of Rs. 1 lac and B pvt. Ltd. And c pvt. Ltd. Are its shareholders. B pvt. Ltd. Wanted to sell it share to .Mr x other than existing  shareholders. The paper work will be:
1. Notice by transferor to company A
2. Letter by company to A to existing  shareholder stating of such proposal at same price or higher price
3. Intimation  to tranferor by the A company that existing  shareholder  not interested. So you can sell the share to non existing  member
4. Application to purchase share by Mr. X to B pvt. Ltd.
5. BR by B pvt. Ltd. For agreeing to sell the shares to pvt. Ltd. And asking A pvt. Ltd. To get the valuation of shares  done as per general accounting standard. 
6. Application to transfer shares and valuation  of shares by B pvt. Ltd. To A company 
7. br by B pvt. Ltd. to sell the shares at a premium  amount Rs. 15 as valuation done by the auditor of A company 
8. Application to sell the share and giving transfer instrument along with share certificate  by B pvt. Ltd. To A company 
9. Sh-4 along with Share certificate 
10. BR for transfer of shares by A company 

Is this the correct way to proceed with transfer of shares.


*AOA states

 The board may subject to right of appeal conferred by section 58 decline to register 
a) the transfer of share, not being a fully paid share, to a person who they do not approve 

Can we assume in the said clause of aoa permit the transfer of share to non existing if the board approves. 

*Share transfer stamp duty should be 0.015 of the said amount.
*Do we need to pay stamp duty online or adhere share transfer  stamp duty affixed in sh-4 is sufficient. The state is UP

*Also while mentioning  in sh-4 column for the nominal value of each unit of security should be Rs. 10, amount called up per unit of security should Rs. 15, amount paid per unit of security should be Rs. 15. 

*Also of the valuation of shares by auditor is mandatory?

*Should we also offer a premium amount rs. 15 from existing  shareholder or face value of Rs. 10 each is sufficient.

Also in future if c pvt. Ltd. Want to sell its share can it transfer the share at face value or on premium amount is mandatory?

Please revert to my queries.

Thanks & Regards, 

rakesh kumar

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Jun 9, 2022, 8:33:02 PM6/9/22
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Contact us 

Regards 
J.V. consultants 

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RAJI SACHIN

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Jun 10, 2022, 12:39:15 AM6/10/22
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Dear Sir,

Will you  charge me for my queries?

Thanks & Regards, 
Raji Sachin 

CS Manish Buchasia (PCS Ahmedabad)

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Jun 20, 2022, 10:26:17 AM6/20/22
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The valuation report is not mandatory but advisable from an income tax of point if the consideration amount is Huge 
if Some FEMA traction is there by CA/Merchant banker only


​Best  Regards :

Manish Buchasia PCS IP RV NCLT 

Insolvency Professional (IP)

Registered Valuer (SFA)

Practising Company Secretaries (PCS) 2 Time Peer Review Unit

NCLT Consultant

www.buchasia.com wa.link/dltv64
9898055367, 02717-480025 

manishbu...@gmail.com
306, 3rd Floor, "GALA MART" Nr SOBO CENTRE, Above SBI/UNION Bank/HINDMART, 
SOUTH BOPAL , Ahmedabad -380058, Gujarat  http://bit.ly/mbgalamart
https://bit.ly/mbpf2020

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