Explain the following: Appellate authorities under the Companies Act, 2013 on refusal of transfer of Shares.
CS Professional · Drafting, Appearances and Pleadings · PYQS · June 2019
Explain the following: Appellate authorities under the Companies Act, 2013 on refusal of transfer of Shares.
Answer & Explanation:
Section 58(1) of the Companies Act, 2013 lays down that if a Private Limited Company by shares 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 30 days 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. Section 58(4) gives similar rights to the proposed transferees in case of shares of public limited companies. Section 58 of the Companies Act, 2013 further lays down that the transferee may appeal to the National Company Law 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 the preceding paragraph, either to register the transfer or transmission or to send notice of its refusal to register the same. The appeal under above paragraph shall be made within 30 days of the receipt of the notice of such refusal or, where no notice has been sent by the company, within 60 days from the date on which the instrument of transfer, or the intimation of transmission, as the case may be, was delivered to the company. Section 421(1) of the Companies Act, 2013 provides that any person aggrieved by an order of NCLT may prefer an appeal to the Appellate Tribunal (NCLAT) by making an appeal petition within 45 days of the aforesaid NCLT order. In terms of Section 423 of the Act, any person aggrieved by any decision or order of NCLAT may file an appeal to the Supreme Court within sixty days from the date of receipt of the order of the Appellate Tribunal to him on any question of law arising out of such order. However, the Supreme Court may, if it is satisfied that the appellant was prevented by sufficient cause from filing the appeal within the said period, allow it to be filed within a further period not exceeding sixty days.
Topics: Company Law
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