Faizam was a shareholder in Sky Scrapers Limited. Faizam died after executing a will under which Rahim, a son of Faizam, was to inherit all his properties including the shares held by him. The Articles of Association of

CS Professional · Drafting, Pleadings and Appearances · PYQS · December 2024
Faizam was a shareholder in Sky Scrapers Limited. Faizam died after executing a will under which Rahim, a son of Faizam, was to inherit all his properties including the shares held by him. The Articles of Association of Sky Scrapers Limited vested, with the Board of Directors, absolute discretion in regard to registration of transfer of shares. The Board of Directors refused to register the transmission of the shares to Rahim on the ground that Rahim is an undesirable person. What are the remedies available to Rahim?

Answer & Explanation:

In the event of refusal to register the transmission of shares in the name of Rahim, despite submission of the requisite documents, the available remedies are provided for in Section 58 of the Companies Act, 2013. As per Section 58 (4) if a public company without sufficient cause refuses to register the transfer of securities within a period of thirty days from the date on which the intimation of transmission, is delivered to the company, the transferee may, within a period of sixty days of such refusal or where no intimation has been received from the company, within ninety days of the delivery of the instrument of transfer or intimation of transmission, appeal to the Tribunal. Section 58 (5) provides that the Tribunal, while dealing with an appeal made as aforesaid, may, after hearing the parties, either dismiss the appeal, or by order: (a) direct that the transmission shall be registered by the company and the company shall comply with such order within a period of 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. Further, Section 58(6) provides that if a person contravenes the order of the Tribunal under this section, he shall be punishable with imprisonment for a term which shall not be less than one year but which may extend to three years and with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees. Rahim has the above mentioned remedies in the given situation.

Topics: Company Law / Securities Law

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