(1) If a private company limited by shares refuses 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, the company shall, within thirty 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 transferor and the transferee or to the person giving intimation of such transmission, as the case may be, giving reasons for such refusal as the Board may think fit.
(2) The transferee or the person aggrieved by the refusal of the company to register the transfer of, or the transmission by operation of law of the right to, shares may appeal to the Tribunal against the refusal within a period of thirty days from the date of receipt of notice of such refusal.
(3) The Tribunal, while dealing with an appeal under sub-section (2), may, after hearing the parties, either dismiss the appeal, or by order—
- direct that the transfer or 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
- direct rectification of the register and also direct the company to pay damages, if any, sustained by any party aggrieved.
(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 instrument of transfer or the intimation of transmission, as the case may be, 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 and the Tribunal shall deal with the appeal in the manner provided in sub-section (3).
(5) The Tribunal may, in any appeal, make such interim order as it thinks fit.
(6) If any default is made in complying with the order of the Tribunal under this section, the company and every officer of the company who is in default shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees.