MACKINTOSH BURN LIMITEDversusSARKAR AND CHOWDHURY ENTERPRISES PRIVATE LIMITED

                           [2018] 3 S.C.R. 83                              83


                 MACKINTOSH BURN LIMITED                                   A
                               v.
         SARKAR AND CHOWDHURY ENTERPRISES
                      PRIVATE LIMITED
             (Civil Appeal Nos. 3322-3323 of 2018)
                                                                           B
                           MARCH 27, 2018
                      [KURIAN JOSEPH AND
             MOHAN M. SHANTANAGOUDAR, JJ.]
       Companies Act, 2013: s. 58 – Refusal of registration and
appeal against refusal – Held: Under s. 58(2), the securities or
                                                                           C
interest of any member in a public company are freely transferable
– However, u/s.58(4), it is open to the public company to refuse
registration of the transfer of the securities for a sufficient cause –
To that extent, s. 58 (4) has to be read as a limited restriction on the
free transfer permitted u/s. 58(2) – Right to refuse registration of
transfer on sufficient cause is a question of law and whether the          D
cause shown for refusal is sufficient or not in a given case, can be
a mixed question of law and fact – On facts, since no orders were
passed on registration of shares, respondent approached Company
law Board, which directed registration – Appellant having taken
specific grounds in the appeal and having raised questions of law
                                                                           E
regarding its right to refuse registration of transfer on sufficient
ground, being a statutory appeal u/s. 10F, the High Court should
have considered the same among other questions of law –
Company Law Board, was of the view that the refusal to register the
transfer of shares can be permitted only if the transfer is otherwise
illegal or impermissible under any law – Going by the expression           F
“without sufficient cause” used in Section 58(4), said view cannot
be accepted – Refusal can be on the ground of violation of law or
any other sufficient cause – Conflict of interest in a given situation
can also be a cause – Whether the same is sufficient in the facts
and circumstances of a given case for refusal of registration, is for
                                                                           G
the Company Law Board to decide since the aggrieved party is given
the right to appeal – Submission before the Company Law Board
that the whole transfer is deceptive and mala fide in the background
of the respondent company, should have been considered – In view
thereof, matter remitted to the Company Law Board for consideration
afresh of the appeal filed u/s. 58.                                        H
                                   83
84            SUPREME COURT REPORTS                      [2018] 3 S.C.R.


A          Disposing of the appeals, the Court
            HELD: 1.1 Refusal of registration of the transfer of shares
     and the appellate remedy are provided under Section 58 of the
     Companies Act, 2013. Under Section 58(2) of the 2013 Act, the
     securities or interest of any member in a public company are
B    freely transferable. However, under Section 58 (4), it is open to
     the public company to refuse registration of the transfer of the
     securities for a sufficient cause. To that extent, Section 58 (4)
     has to be read as a limited restriction on the free transfer
     permitted under Section 58 (2). Section 10F of the Companies
     Act, 1956 provides that an appeal against an order passed by the
C    Company Law Board can be filed before the High Court on
     questions of law. Right to refuse registration of transfer on
     sufficient cause is a question of law and whether the cause shown
     for refusal is sufficient or not in a given case, can be a mixed
     question of law and fact. [Para 11, 12] [92-F; 94-A-C]
D          1.2 In the instant case, there is no resolution passed by the
     company refusing to register the transfer of shares. Since the
     Company Law Board has gone into the contentions by the
     appellant for refusing to register transfer for all purposes, it has
     to be taken that those contentions are the grounds taken by the
E    appellant for refusing to transfer the shares. The appellant has
     taken several grounds in the memorandum of appeal and raised
     questions of law as well on these aspects. No doubt, one of the
     main questions of law stressed in the appeal pertains to the
     limitation. But on going through the several grounds taken in
     the Memorandum of Appeal and the questions of law raised
F    specifically in the appeal and the grounds, it is apparent that the
     appellant had raised questions of law other than the question of
     law on limitation. Hence, the High Court has gone wrong in its
     view in the order dated 15.10.2015 that “the only question of law
     sought to be urged in the present appeal is as to whether the
G    Company Law Board lacked authority in reviewing petition under
     Section 5 of the Companies Act, 2013 beyond the period
     envisaged in sub-Section 4 thereof”. [Para 13, 14] [94-D-F]
           1.3 As per order 15.09.2017, the High Court, however,
     declined to consider the review holding that the same was beyond
H
      MACKINTOSH BURN LIMITED v. SARKAR AND                              85
    CHOWDHURY ENTERPRISES PVT. LTD. [KURIAN, J.]

the scope of review and that the same can be corrected only by a         A
superior forum. The stand taken by the High Court cannot be
justified in the factual background and the legal position analysed.
The appellant having taken specific grounds in the appeal and
having raised questions of law regarding its right to refuse
registration of transfer on sufficient ground, being a statutory
                                                                         B
appeal under Section 10F of the Companies Act, 1956, the High
Court should have considered the same among other questions
of law. [Para 15, 16] [94-G-H]
      1.4 The Company Law Board, it appears, was of the view
that the refusal to register the transfer of shares can be permitted
only if the transfer is otherwise illegal or impermissible under         C
any law. Going by the expression “without sufficient cause” used
in Section 58(4), it is difficult to appreciate that view. Refusal can
be on the ground of violation of law or any other sufficient cause.
Conflict of interest in a given situation can also be a cause.
Whether the same is sufficient in the facts and circumstances of         D
a given case for refusal of registration, is for the Company Law
Board to decide since the aggrieved party is given the right to
appeal. The contention of the appellant before the Company Law
Board that the whole transfer is deceptive and mala fide in the
background of the respondent company, should have been
considered. In that view of the matter, the order dated 16.09.2015       E
passed by the Company Law Board, the order dated 15.10.2015
in ACO No. 199 of 2015 in APO No. 448 of 2015 and the order
dated 15.09.2017 in RVWO 59 of 2016 and ACO 171 of 2016 in
APO 448 of 2015 are set aside. The matter is remitted to the
Company Law Board, now the National Company Law Tribunal                 F
for consideration afresh of the appeal filed under Section 58 of
the Companies Act, 1956. [Para 17, 18] [95-A-E]
      CIVIL APPELLATE JURISDICTION : Civil Appeal Nos. 3322-
3323 of 2018.
       From the Judgment and Order dated 16.09.2015 of the High Court    G
of Calcutta in ACO No.171 of 2016 and RVWO No. 59 of 2016 arising
out of APO No.448 of 2015.
      C. Aryama Sindram, Kavin Gulati, Sr. Advs, Indranil Ghosh, Kunal
Singh, Satish Kumar, Abhishek Gupta, Zafar Inayat, Apoorv Tripathi,
Advs for the Appellant.                                                  H
86            SUPREME COURT REPORTS                          [2018] 3 S.C.R.


A         Shyam Divan, Sr. Adv, Pankaj Bhatia, Ajay Choudhury, D.N.
     Sharma, Rakesh Sinha, Nipun Goel, Dhruv Surana, Ashish Choudhury,
     Ms. Bharti Tyagi, Advs for the Respondent.
           The Judgment of the Court was delivered by
           KURIAN, J. 1. Delay condoned. Leave granted.
B
            2. The appellant is a public company with majority of shares held
     by the Government of West Bengal. The respondent, which is holder of
     28.54 per cent of the shares purchased 100 shares, which together would
     make its holding 39.77 per cent, sought registration of the shares. Since,
     no orders were passed on the registration, the respondent approached
C    the Company Law Board, Kolkata Bench, Kolkata. It was mainly
     contended by the appellant that the respondent Company is controlled
     by a competitor in business, and hence, it would not be in the interest of
     the Government Company to permit such transfer. The Company Law
     Board, however, rejected the contentions and directed registration as
D    per order dated 16.09.2015. The order, to the extent relevant, reads as
     follows:
           “6. Having considered (sic) the Company Petition, reply, rejoinder
           and the arguments (oral and written), it is observed that the
           Respondent Company is a Government of West Bengal
E          Undertaking wherein 51.01% of the total issued, subscribed and
           paid up share capital is held by the Government of West Bengal
           which correspondence to 454 equity shares of Rs.3,500/- each.
           Besides, the Petitioner Company is a member of the Respondent
           Company being the registered shareholder of 254 equity shares
           of Rs. 3,500/- each. As stated in the Company Petition, on or
F          about 02.07.2014, the Petitioner Company purchased additional
           100 shares of and in the Respondent Company from one Shri
           Sankar Naik in physical mode and the Petitioner Company vide
           letter dated 02.04.2014, forwarded the original share certificates
           along with the transfer deeds duly signed, stamped and executed
G          to the Respondent Company for registering the transfer of the
           said 100 shares in the name of the Petitioner Company. But, the
           said communication returned with the postal endorsement
           “refused” and hence, the Petitioner Company through its Advocate
           issued a notice dated 09.06.2014 calling upon the Respondent
           Company in the share register, which was responded to by the
H
  MACKINTOSH BURN LIMITED v. SARKAR AND                                    87
CHOWDHURY ENTERPRISES PVT. LTD. [KURIAN, J.]

 Respondent Company vide communication dated 16.06.2014.                   A
 Thereafter, once again the Petitioner Company vide letter dated
 02.07.2014, forwarded all the original share certificates together
 with the duly executed and stamped transfer deeds to the
 Respondent Company for effecting registration of the transfer in
 the name of Petitioner Company. Apart from this, the Petitioner
                                                                           B
 Company followed up the matter by issue of reminder dated
 25.08.2014 to the Respondent Company, but in vain. Consequently,
 legal notice dated 11.09.2014 was issued calling upon the
 Respondent Company to take immediate steps to register and
 record the name of the Petitioner Company as the registered owner
 in relation to the aforesaid 100 shares. In this regard, the              C
 Respondent Company has replied that the action of the Petitioner
 Company has been contrary to the SEBI Act as well Substantial
 Acquisition of Shares and Takeover Regulations. In addition, the
 Petitioner Company is controlled by M/s MKJ Group which is
 involved in similar business as the Respondent Company is carrying
                                                                           D
 on and hence, the intention of the Petitioner Company to purchase
 100 equity shares is to take over the control of the Respondent
 Company. It has also been mentioned that on 13.03.2014, the
 Petitioner Company had already made an application for the sale
 of its said 254 Shares to the Principal Secretary of Government
 of West Bengal, Public Enterprises Division as well as the                E
 Managing Director of the Respondent Company. In this context,
 the Petitioner Company Advocate has averred that the question
 of acquisition being violation of SEBI Act or Takeover Regulation
 is not applicable in the case of the Respondent Company as the
 shares of the Respondent Company are not listed. Not only this,
                                                                           F
 the acquisition of 100 shares cannot and will not change the control
 of the Respondent Company even after registration of such
 transfer as the Company will continue to remain as a Government
 Company. It is also irrelevant in the present context as the Petitioner
 Company is controlled by MKJ Group or that the business of the
 Respondent Company and the MKJ Group are similar.                         G
 6.1 Under the aforesaid facts and circumstances, it is undoubtedly
 clear that the Respondent Company received the share transfer
 deeds along with the original share certificates for registration of
 the transfer in favour of the Petitioner Company who is already
                                                                           H
88      SUPREME COURT REPORTS                          [2018] 3 S.C.R.


A    the second largest shareholder in the Respondent Company. On
     one side, the Respondent Advocate has made the submission that
     on 13.03.2014, the Petitioner Company had made an application
     for sale of its 254 shares to the Principal Secretary of Government
     of West Bengal, Public Enterprises Division as well as the
     Managing Director of the Respondent Company, on the other side,
B
     doubt has been raised over the intention of the Petitioner Company
     that the purported purchase of 100 equity shares is to take over
     the control of the Respondent Company. Over and above, the
     plea has been taken by the Respondent Company Advocate that
     the Petitioner Company is controlled by M/s MKJ Group and the
C    business of the Respondent Company and MKJ Group are similar,
     whereas the Government of West Bengal is singly owing 51.01%
     of the paid up capital of the Company and thereby, the MKJ Group
     cannot acquire the control of the Respondent Company. As a
     matter of fact, even if the purchase of additional 100 shares by
     the Petitioner Company is taken into consideration, the total
D
     shareholding of the Petitioner Company will be 39.77% only.
     Besides, Article 44 of the Article of Association of the Respondent
     Company gives the authority to the Board to decline the transfer
     of shares and when such shares are not fully paid up. In the present
     case, there is no lien on any share of the Petitioner Company and
E    also, the shares are fully paid up. Thus, there seems to be no
     impediment in transfer of shares and hence, the Petitioner
     Company has the right to get the shares transferred in its name.
     6.2 IN view of the legal position stated supra, I am of the
     considered opinion that the conditions specified in the concerned
F    Article 44 regarding transfer of shares have been duly filled by
     the Petitioner Company and the registration of transfer cannot be
     refused arbitrarily and the reason for non-registration of transfer
     in favour of the Petitioner Company on the suspicion of acquisition
     of control by the Petitioner Company over the Respondent
     Company is baseless and unfounded. Therefore, in the interest of
G
     justice, I hereby direct the Respondent Company to register the
     transfer of impugned 100 shares in the name of the Petitioner
     Company within 10 days of the receipt of this Order and also, to
     make suitable entries in the register of members thereafter.”

H
      MACKINTOSH BURN LIMITED v. SARKAR AND                                   89
    CHOWDHURY ENTERPRISES PVT. LTD. [KURIAN, J.]

      3. The order passed by the Company Law Board in C.P. No. 151            A
of 2014 was challenged by the appellant before the High Court of Calcutta
under Section 10F of the Companies Act, 1956. In the Memorandum of
Appeal, the following questions of law were raised:
      “XXV. FOR THAT following substantial questions of law arise
      for consideration and determination by this Hon’ble Court:              B
      a. Whether the Learned Company Law Board was to first
         consider whether the Appeal has been filed within the time
         prescribed by Section 58 (4) of the Companies Act, 2013 which
         is condition precedent to assuming jurisdiction to entertain the
         Appeal and should have refused to entertain the Appeal?              C
      b. Whether it was the inherent duty and incumbent upon the
         Learned Company Law Board to consider the question of as
         to whether the Appeal had been filed within the time prescribed
         under Section 58 (4) of the Companies Act, 2013 and to reject
         the Appeal?                                                          D
      c. Whether the Learned Company Law Board should have held
         that in any event the application for recording of transfer of
         shares made on 2nd April, 2014 was refused/rejected by the
         letter dated 16.06.2014 served on the respondent same day
         and the appeal not having been filed within 60 days from 16th        E
         June, 2014 was barred under Section 58 (4) of Companies
         Act, 2013.
      d. Whether the Learned Company Law Board should have held
         in view of the respondents case in their Advocates letter dated
         9th June, 2014 that registration was refused on 2nd April, 2014      F
         the appeal filed on 29th September, 2014 was beyond the time
         fixed under Section 58 (4) of the Companies Act, 1956 and
         was not entertainable?
      e. Whether the learned Company Law Board can direct
         rectification of the share register in favour of an applicant when
                                                                              G
         the applicant is controlled by Company which is a competitor
         in similar business of the Company?
      f. Whether the learned Company Law Board ought to have
         considered that MKJ Group would have access to the appellant
                                                                              H
90            SUPREME COURT REPORTS                            [2018] 3 S.C.R.


A             and its trade secrets and tenders submitted and policy decision
              of the petitioner and act contrary to the interest of the appellant
              and the public at large?
            g.Whether the learned Company Law Board can direct
              rectification of share registration within 10 days from the receipt
B             of the impugned order without there being a valid good reason?
             h. Whether on the notification of the Companies Act, 2013 the
              Company Law Board is entitled to give effect to the repealed
              provision of the Companies Act 1956?
             i. Whether the learned Company Law Board can pass an order
C              without considering the submissions and arguments of a party
               in its entirety?
             j. Whether the learned Company Law Board can pass an order
               without taking into consideration the contention of the appellant
               by passing an urreasoned order?
D
             k. Whether the provision of the Companies Act, 2013 with
              relation of the time period fixed in Section 58 and 59 are
              mandatory?
             l. Whether in view of the notification of Section 58 and 59 of the
               Companies Act 2013, the Learned Company Law Board had
E
               jurisdiction to adjudicate an application there under in view of
               the said provision only providing jurisdiction to the Tribunal?”
            4. The High Court by order dated 15.10.2015, dismissed the
     appeal. The Court took the view that since the appeal filed by the
     respondent before the Company Law Board under Section 58/59 of the
F
     Companies Act, 2013 was liable to be admitted and considered even
     beyond the period of limitation, there was no other question of law taken
     in the appeal. To quote the relevant portion:
               “The Court : The only question of Law ought to be urged in
           the proposed appeal is as to whether the Company Law Board
G          lacked authority in receiving the petition under Section 58 of the
           Companies Act, 2013 beyond the period envisaged in sub-section
           (4) thereof.”
           5.    The order dated 15.10.2015 passed by the High Court was
     challenged in Special Leave Petition (Civil) No. 35029 of 2015 by the
H
      MACKINTOSH BURN LIMITED v. SARKAR AND                                       91
    CHOWDHURY ENTERPRISES PVT. LTD. [KURIAN, J.]

appellant. The Special Leave Petition was permitted to be withdrawn               A
with liberty to approach the High Court. The said order dated 04.01.2016
reads as follows:
       “The learned counsel for the petitioner seeks permission to
       withdraw the special leave petition with liberty to approach the
       High Court. Permission is granted with the above liberty.                  B
       Accordingly, the special leave petition is dismissed as withdrawn.
       We make it clear that we have not considered the special leave
       petition on merits.”
       6. It appears the appellant filed an application to recall the judgment.
The same was dismissed by order dated 08.08.2016. The High Court                  C
took the view that the liberty granted to the appellant was to file a proper
review and not to seek a fresh hearing by recalling the judgment dated
15.10.2015. To quote:
            “The Court: The basis of the present application appears to
       be an order passed by the Hon’ble Supreme Court on 4th January,            D
       2016 preferred against the order passed by a Coordinate Bench
       on 15th October, 2015. It appears from the order of the Hon’ble
       Supreme Court that the petitioner prayed for withdrawal of the
       special leave petition with liberty to approach the High Court.
       The Hon’ble Supreme Court granted the said liberty. This
       application has been filed with a prayer for de novo and or fresh          E
       consideration of the order dated 15th October, 2015 on a specious
       plea that the coordinate bench did not consider important questions
       of law while dismissing the 10F appeal. The petitioner in effect
       seeks a review of the order passed by a Coordinate Bench. The
       application is also not accompanied by a memorandum of review.             F
       The application is not in form. The petitioner has also not
       approached the Coordinate Bench seeking review of the order.
          Under such circumstances, this application stands dismissed.
       However, there shall be no order as to costs.”
       7. The appellant challenged the said order dated 08.08.2016 before         G
this Court.
       8. By order dated 11.11.2016, it was clarified that it would be
open to the appellant to file a proper review. Accordingly, the appellant
filed a review before the High Court. The said review petition was
                                                                                  H
92             SUPREME COURT REPORTS                            [2018] 3 S.C.R.


A    dismissed by the High Court holding that there was no mistake capable
     of correction in review and that the correction could be done only by a
     superior forum. The order dated 15.09.2017 of the High Court reads as
     follows:
                “The Court :- The grounds cited for seeking reconsideration
B          of the order dated October 15, 2015 have more to do with the
           merits of the original appeal under Section 10F of the Companies
           Act, 1956 than what is evident from the relevant order. Not every
           mistake is capable of correction in a review. A mistake of law or
           in the appreciation of facts may be made, but the same would be
           amenable to correction by a superior forum and not by way of a
C          review.
                Since no grounds of review are made out, RVW No.59 of
           2016 is dismissed without going into the merits of the grounds
           urged.
D                There will be no order as to costs.”
           9. The present appeal is filed compositely challenging the orders
     dated 15.10.2015 and 15.09.2017.
           10. We have extensively heard Shri C. Aryama Sundram, learned
     Senior Counsel appearing for the appellant and Shri Shyam Divan, learned
E    Senior Counsel appearing for the respondent.
           11. Refusal of registration of the transfer of shares and the appellate
     remedy are provided under Section 58 of the Companies Act, 2013. This
     provision had come into force at the relevant time. The Section reads as
     follows:
F
               “58. Refusal of registration and appeal against refusal.-
           (1) If a private company limited 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
G          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, 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.
H
  MACKINTOSH BURN LIMITED v. SARKAR AND                                    93
CHOWDHURY ENTERPRISES PVT. LTD. [KURIAN, J.]

   (2) Without prejudice to sub-section (1), the securities or other       A
 interest of any member in a public company shall be freely
 transferable:
 Provided that any contract or arrangement between two or more
 persons in respect of transfer of securities shall be enforceable
 as a contract.                                                            B
 (3) The transferee may appeal to the Tribunal 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, as the case may be, was delivered         C
 to the company.
 (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        D
 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.
 (5) The Tribunal, while dealing with an appeal made under sub-            E
 section (3) or sub-section (4), may, after hearing the parties, either
 dismiss the appeal, 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 a period of ten days of the receipt of the           F
         order; or
     (b) direct rectification of the register and also direct the
         company to pay damages, if any, sustained by any party
         aggrieved.
 (6) If a person contravenes the order of the Tribunal under this          G
 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.”
                                                (Emphasis supplied)        H
94             SUPREME COURT REPORTS                            [2018] 3 S.C.R.


A           12. Under Section 58(2) of the Companies Act, 2013, the securities
     or interest of any member in a public company are freely transferable.
     However, under Section 58 (4), it is open to the public company to refuse
     registration of the transfer of the securities for a sufficient cause. To
     that extent, Section 58 (4) has to be read as a limited restriction on the
     free transfer permitted under Section 58 (2). Section 10F of the
B
     Companies Act, 1956, provides that an appeal against an order passed
     by the Company Law Board can be filed before the High Court on
     questions of law. Right to refuse registration of transfer on sufficient
     cause is a question of law and whether the cause shown for refusal is
     sufficient or not in a given case, can be a mixed question of law and
C    fact.
            13. In the instant case, there is no resolution passed by the company
     refusing to register the transfer of shares. Since the Company Law
     Board has gone into the contentions by the appellant for refusing to
     register transfer for all purposes, it has to be taken that those contentions
D    are the grounds taken by the appellant for refusing to transfer the shares.
            14. The appellant has taken several grounds in the memorandum
     of appeal and raised questions of law as well on these aspects. No
     doubt, one of the main questions of law stressed in the appeal pertains to
     the limitation. But on going through the several grounds taken in the
     Memorandum of Appeal and the questions of law raised specifically in
E    the appeal and the grounds, it is apparent that the appellant had raised
     questions of law other than the question of law on limitation. Hence, the
     High Court has gone wrong in its view in the order dated 15.10.2015
     that “the only question of law sought to be urged in the present
     appeal is as to whether the Company Law Board lacked authority
F    in reviewing petition under Section 5 of the Companies Act, 2013
     beyond the period envisaged in sub-Section 4 thereof”.
            15. As per order 15.09.2017, the High Court, however, declined
     to consider the review holding that the same was beyond the scope of
     review and that the same can be corrected only by a superior forum.
G           16. We are afraid that the stand taken by the High Court cannot
     be justified in the factual background we have explained and the legal
     position analysed above. The appellant having taken specific grounds in
     the appeal and having raised questions of law regarding its right to refuse
     registration of transfer on sufficient ground, being a statutory appeal
     under Section 10F of the Companies Act, 1956, the High Court should
H    have considered the same among other questions of law.
       MACKINTOSH BURN LIMITED v. SARKAR AND                                       95
     CHOWDHURY ENTERPRISES PVT. LTD. [KURIAN, J.]

       17. Be that as it may, as we have been taken through the grounds            A
before the Company Law Board, we propose to consider the matter
from that stage. The Company Law Board, it appears, was of the view
that the refusal to register the transfer of shares can be permitted only if
the transfer is otherwise illegal or impermissible under any law. Going
by the expression “without sufficient cause” used in Section 58(4), it is
                                                                                   B
difficult to appreciate that view. Refusal can be on the ground of violation
of law or any other sufficient cause. Conflict of interest in a given situation
can also be a cause. Whether the same is sufficient in the facts and
circumstances of a given case for refusal of registration, is for the
Company Law Board to decide since the aggrieved party is given the
right to appeal. The contention of the appellant before the Company                C
Law Board that the whole transfer is deceptive and mala fide in the
background of the respondent company, should have been considered.
       18. In that view of the matter, we do not think that we should go
in further detail on the merits of the contentions. The order dated
16.09.2015 passed by the Company Law Board, Kolkata Bench, Kolkata,                D
the order dated 15.10.2015 in ACO No. 199 of 2015 in APO No. 448 of
2015 and the order dated 15.09.2017 in RVWO 59 of 2016 and ACO
171 of 2016 in APO 448 of 2015 are set aside. The matter is remitted to
the Company Law Board, now the National Company Law Tribunal for
consideration afresh of the appeal filed under Section 58 of the Companies
Act, 1956. We make it clear that the Tribunal shall pass orders afresh             E
uninfluenced by any of the observations and findings in the order dated
16.09.2015 of the Company Law Board, orders of the High Court or of
this Court. We direct the Tribunal to pass orders expeditiously since the
appeal is of the year 2014. The appeals are disposed of accordingly.
        19. There shall be no order as to costs.                                   F


Nidhi Jain                                                  Appeals disposed of.


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