111. Power to refuse
registration and appeal against refusal.—(1)
If a company refuses, whether in pursuance of any power of
the company under its articles or otherwise, to register the
transfer of, or the transmission by operation of law of the
right to, any shares or interest of a member in, or debentures
of, the company, it shall, within two months from the date
on which the instrument of transfer, or the intimation of
such transmission, as the case may be, was delivered to the
company, send notice of the refusal to the transferee and
the transferor or to the person giving intimation of such
transmission, as the case may be, giving reasons for such
refusal.
(2) The transferer or transferee, or the person who gave
intimation of the transmission by operation of law, as the
case may be, may appeal to the Tribunal against any refusal
of the company to register the transfer or transmission, or
against any failure on its part within the period referred
to in sub-section (1), either to register the transfer or
transmission or to send notice of its refusal to register
the same.
(3) An appeal under sub-section (2) shall be made within two
months of the receipt of the notice of such refusal or, where
no notice has been sent by the company, within four months
from the date on which the instrument of transfer, or the
intimation of transmission, as the case may be, was delivered
to the company.
(4) If—
(a) the name of any person—
(i) is, without sufficient cause, entered in the register
of members of a company; or
(ii) after having been entered in the register, is, without
sufficient cause, omitted therefrom; or
(b) default is made, or unnecessary delay takes place, in
entering in the register the fact of any person having become,
or ceased to be a member including a refusal under sub-section
(1),
the person aggrieved, or any member of the company, or the
company, may apply to the Tribunal for rectification of the
register.
(5) The Tribunal, while dealing with an appeal preferred
under subsection (2) or an application made under sub-section
(4) may, after hearing the parties, either dismiss the appeal
or reject the application, or by order—
(a) direct that the transfer or transmission shall be registered
by the company and the company shall comply with such order
within ten days of the receipt of the order; or
(b) direct rectification of the register and also direct
the company to pay damages, if any, sustained by any party
aggrieved.
(6) The Tribunal, while acting under sub-section (5), may,
at its discretion, make—
(a) such interim orders, including any orders as to injunction
or stay, as it may deem fit and just;
(b) such orders as to costs as it thinks fit; and
(c) incidental or consequential orders regarding payment
of dividend or the allotment of bonus or rights shares.
(7) On any application under this section, the Tribunal—
(a) may decide any question relating to the title of any
person who is a party to the application to have his name
entered in, or omitted from the register;
(b) generally, may decide any question which it is necessary
or expedient to decide in connection with the application
for rectification.
(8) The provisions of sub-sections (4) to (7) shall apply
in relation to the rectification of the register of debenture-holders
as they apply in relation to the rectification of the register
of members.
(9) If default is made in giving effect to the orders of
the Tribunal under this section, the company and every officer
of the company who is in default shall be punishable with
fine which may extend to ten thousand rupees, and with a further
fine which may extend to one thousand rupees for every day
after the first day after which the default continues.
(10) Every appeal or application to the Tribunal under sub-section
(2) or sub-section (4) shall be made by a petition in writing
and shall be accompanied by such fee as may be prescribed.
(11) In the case of a private company which is not a subsidiary
of a public company where the right to any shares or interest
of a member in or debentures of, the company is transmitted
by a sale thereof held by a Court or other public authority,
the provisions of sub-sections (4) to (7) shall apply as if
the company were a public company:
Provided that the Tribunal may, in lieu of an order under
sub-section (5) pass an order directing the company to register
the transmission of the right unless any member or members
of the company specified in the order acquire the right aforesaid
within such time as may be allowed for the purpose by the
order, on payment to the purchaser of the price paid by him
therefor or such other sum as the Tribunal may determine to
be a reasonable compensation for the right in all the circumstances
of the case.
(12) If default is made in complying with any of the provisions
of this section, the company and every officer of the company
who is in default, shall be punishable with fine which may
extend to five hundred rupees for every day during which the
default continues.
(13) Nothing in this section and sections 108, 109 or 110
shall prejudice any power of a private company under its articles
to enforce the restrictions contained therein against the
right to transfer the shares of such company.
(14) In this section “company” means a private
company and includes a private company which had become a
public company by virtue of section 43A of this Act.
|
