Query Relating to joint transfer of shares

[pratick saha]

mine is a private limited company. we have two shareholders namely...

1.  ABC limited (Mauritius Company)

2. Mr. Z (Indian resident)  &  ABC Limited (Mauritius Company)..... (Joint shareholders)

now Mr. Z who is a joint shareholder wants to transfer its shares to Mr X.

what is the procedure of transfer of shares which are held jointly?

new shareholders will be as follows....

1. ABC Limited (Mauritius Company)

2. Mr. X (Indian resident) & ABC limited (Mauritius Company)

 

With Regards,

Pratick Saha

Company Secretary

            

[Kalidas Ramaswami]

It is not clear from the query as to whether the joint shareholder Mr.Z has any beneficial interest on the shares.Assuming that he does have such interest the transfer can be through a transfer deed which has to be signed by Z and ABC ltd as transferor and by X and ABC ltd as the transferees.
regards
kalidas 

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Date: Fri, 9 May 2014 13:52:56 +0800
From: foru...@googlegroups.com
Subject: [CA RUNGTA PD] Query Relating to joint transfer of shares
To:

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[pratick saha]

Dear Sir,

the full description of the query is as follows. kindly guide me.

 

Description of the problem is as follows:

 

Mine is a private limited company. It had 4 shareholders A, B, C & D holding 10000 shares.

 

A – 400

B – 4010

C – 1060

D – 4530

TOTAL 10000 SHARES

 

In October 2012 all the shareholders had transferred their shares to ACB Ltd (Mauritius Company) and the total consideration was paid by the Mauritius Company to the respective shareholders.

 

We had complied with RBI (FEMA) norms regarding FIPB approval and filing of Form FC – TRS with the RBI.

 

But as per Companies Act, a private limited Company is required to have minimum two shareholders so for this purpose we have made our shareholding pattern as follows:

 

1.  ABC limited (Mauritius Company) – 9990 Shares

2. Mr. Z (Indian resident) & ABC Limited (Mauritius Company)..... (Joint shareholders) – 10 Shares

 

Now Mr. Z who is a joint shareholder with the Mauritius Company wants to transfer his interest in the shares to Mr. X.

 

New shareholders will be as follows....

 

1. ABC Limited (Mauritius Company) – 9990 Shares

2. Mr. X (Indian resident) & ABC limited (Mauritius Company) …..(Joint Shareholder) – 10 Shares.

 

Declaration in relation Section 187 C of the Companies Act, 1956 regarding disclosure of beneficial interest has not been complied.

 

Therefore in relation to above my query is as follows:

 

1.      What is the procedure of transfer of shares which are held jointly?

2.      Who will sign the transfer deed as Transferor & Transferee?

3.      Who will pay the consideration and to whom?

4.      Is it the case of transfer of Beneficial Interest? If yes then earlier sec 187C was not complied. What can be done now?

[Kalidas Ramaswami]

As you are aware,Section 49(3) in the 56 Act allows the holding of shares jointly with the company to ensure that the minimum number of members exist in the Company.However if the joint holder ha no beneficial interest as in this case,declaration of interest ought to have been filed u/s 187C.As this has not been done,it cannot be done now considering that two years have lapsed.Therefore it has to be presumed that Mr.Z has beneficial interest in the 10 shares.therefore as suggested earlier the transfer deed should be signed by both Z and the Company as the transferor and by the new Transferee along with the Mauritus Company.If the new Transferee does not have any benficial interest in the said 10 shares declarations should be now filed u/s 89 in the new Act which corresponds to Section 187C.
while recording the transfer it should be minuted that the shares are held jointly pursuant to the requirements of Section 187C.Check the Return forms under the new Act for this purpose.
Mr.Z should be paid the consideration for the transfer which he can if he desires pay back to the company.
regards
kalidas
 

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Date: Wed, 14 May 2014 14:00:15 +0800
From: foru...@googlegroups.com
Subject: Re: [CA RUNGTA PD] Query Relating to joint transfer of shares
To: foru...@googlegroups.com; ramaswam...@hotmail.com

[pratick saha]

as per section 89 of companies act 2013 regarding declaration of beneficial interest in shares mgt 4 and mgt 5 shall be filled.

Form  MGT  4 - Declaration by the registered owner of shares who does not hold the beneficial interest in such shares 

Therefore this form shall be given by Mr. X

Form MGT 5 - Declaration by the beneficial owner who holds or acquires beneficial interest in shares but whose name is not entered in Register of Members.

Here in this case MGT 5 shal be given by ABC Ltd but name of ABC Ltd is entered in register of members as joint holder.

what shall be done in this case . Kindly guide. 

 

With Regards,

Pratick Saha

            

On Friday, 16 May 2014 10:51 AM, pratick saha <pratic...@yahoo.com> wrote:

Thank you very much sir for your valuable suggestion.

 

With Regards,

Pratick Saha