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Sell shares of unlisted companies through off-market transfer

With a number of regional stock exchanges facing closure, this is perhaps the only option for investors

Priya Nair  |  Mumbai 

If you own shares in a company listed on a regional stock exchange, you should try and sell these through an off-market transfer. Otherwise, you might be saddled with unlisted and illiquid shares. Or, moving court might be the only way out.

Following the Securities and Exchange Board of India (Sebi) directing such exchanges to shut operations, as these haven’t met norms pertaining to net worth and turnover, companies listed on these exchanges have been given an option of shifting to national exchanges. However, the companies haven’t done this so far. The norms for listing on a national exchange are tough. Sebi had set a deadline of May 2014 for these exchanges to shut. So far, four--- Hyderabad, Saurashtra, Coimbatore and Mangalore---have done so. Those yet to exit the business are the exchanges in Kolkata, Delhi, Ahmedabad, Chennai, Jaipur, Bangalore and Pune.

Sebi has also given companies listed on regional exchanges an option to de-list, as this will give investors an option to exit. But as companies have to pay investors a fair valuation for shares, none have opted to de-list.

This means companies listed on regional exchanges might simply vanish when these exchanges shut, says Virendra Jain of Midas Touch Investors Association, which has raised this issue with Sebi, BSE and the National Stock Exchange (NSE). “Sebi had said the norms for these companies to list on national stock exchanges would be relaxed. But none of them responded. Ideally, Sebi should have forced them to move to BSE or NSE. We have requested Sebi before de-recognising regional stock exchanges, companies listed on those should be compulsorily asked to pay investors,” he adds.

Perhaps, the only option for investors as of now is to move court against the exchanges. But Jain is hopeful Sebi will take action. As such, Midas Touch Investors Association isn’t planning to file a case yet. It is estimated there are about 4,000 companies listed on regional stock exchanges and shutting these will affect at least 10 million investors.

Feroze Azeez, director (investment products), Anand Rathi Private Wealth, says if the shares are in demat form, investors could sell these through an off-market transfer, preferably through a broker. This might also be done by two individuals directly. In this case, the seller will fill a demat instruction slip and transfer the stock to the buyer’s demat account. The buyer will make the payment through a cheque. But here, there is a risk of the seller not transferring the stock or the buyer’s cheque bouncing. “Since these are unlisted stocks, there is no intermediary. That is why it is safer to do it through a broker, who can complete the transaction. While the two parties might not know each other, they will know the broker,” Azeez says.

Such off-market transactions are common in the case of bonds.

“If the company is good, many people will be ready to buy the shares. It is expected the company might be listed in the future. But remember, it will be at a discount, as these are unlisted,” Azeez adds.

The process will attract capital gains tax of 10 per cent with indexation, or at 20 per cent without indexation. But as the sale isn’t through a stock exchange, a securities transaction tax isn’t applicable.

“Just like any long-term capital gains, you could save the tax by investing it in capital gains bonds or property,” says Sanjeev Gokhale, a Mumbai-based chartered accountant. This is similar to taxation doe open offers or buyback of shares.

When one is investing in a listed company, either in the primary market or the secondary market, one hopes the company is regulated and the investor gets an option to exit.

“But here, the window to exit has been closed suddenly,” Jain says.

First Published: Thu, October 16 2014. 22:14 IST