Sun, is the Company Secretary of S Ltd., a Company listed on Bombay Stock Exchange. During one of the Stakeholder Committees meetings, SKR, one of the Committee members raised a query on whether the Company can allow the

Transfer in case of partly paid shares Section 56(3) of the Companies Act, 2013 provides that where an application is made by the transferor alone and relates to partly paid shares, the transfer shall not be registered, unless the company gives the notice of the application in prescribed manner to the transferee and the transferee gives no objection to the transfer within two weeks from the receipt of notice. Rule 11 of the Companies (Share Capital and Debenture) Rules, 2014 provides that a company shall not register a transfer of partly paid shares, unless the company has given a notice in Form No. SH.5 to the transferee and the transferee has given no objection to the transfer within two weeks from the date of receipt of notice. Refusal notice in connection with registration of transfer/transmission of securities in a private limited company Section 58(1) of Companies Act, 2013 provides that if a private limited 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 securities or interest of a member in the company, it shall within a period of thirty days from the date on which the instrument of transfer, or the intimation of such transmission, was delivered to the company, send notice of the refusal to the transferor and the transferee or to the person giving intimation of such transmission, giving reasons for such refusal. According to section 58(3) the transferee may appeal to NCLT against the refusal within a period of thirty days from the date of receipt of the notice or in case no notice has been sent by the company, within a period of sixty days from the date on which the instrument of transfer or the intimation of transmission, was delivered to the company.