(1) If a private company limited by shares refuses, whether in pursuance of any power of the company under its or otherwise, to register the transfer of, or the transmission by operation of law of the right to, any or interest of a 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.
(2) Without prejudice to sub-section (1), the securities or other interest of any member in a 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.
(3) The transferee may to the 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 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 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-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 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 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.
(i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration, shall be entered as member in its register of members;
(ii) every other person who agrees in writing to become a member of the company and whose name is entered in the register of members of the company;
(iii) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository
(a) is not a private company; and
(b) has a minimum paid-up share capital, as may be prescribed:
Provided that a company which is a subsidiary of a company, not being a private company, shall be deemed to be public company for the purposes of this Act even where such subsidiary company continues to be a private company in its articles
27.3.70 National Company Law Tribunal Rules, 2016
70. Appeal under sections 58 and 59-
(1) The appeals against the refusal for registration of transfer or transmission of securities under section 58 or for rectification of register of members under section 59 shall be made to the Tribunal by way of a petition in and shall be accompanied by such documents as are mentioned in :
Provided that a copy of the appeal shall be served on the concerned company at its registered office immediately after filing of the petition with the Tribunal.
(2) The petitioner shall at least fourteen days before the date of hearing advertise the petition in accordance with rule 35.
(3) Where any objection of any person whose interest is likely to be affected by the proposed petition has been received by the petitioner, it shall serve a copy thereof to the Registrar on or before the date of hearing:
(4) The Tribunal may, while dealing with a petition under section 58 or 59, at its discretion, make-
(a) order or any interim order, including any orders as to injunction or stay, as it may deem fit and just;
(b) such orders as to costs as it thinks fit; and
(c) incidental or consequential orders regarding payment of dividend or the allotment of bonus or rights shares.
(5) On any petition under section 59, the Tribunal may-
(a) decide any question relating to the title of any person who is a party to the petition to have his name entered in, or omitted from, the register;
(b) generally decide any question which is necessary or expedient to decide in connection with the application for rectification.
Annexure B
| S.No. | Section of the Act | Nature of Petition | Enclosures to the Petition |
| 1. | Sec. 2 (41) | Application for change in financial year | 1.Copy of the memorandum and articles of association. 2. Copy of balance sheet of companies. 3. Affidavit verifying the petition. 4. Bank draft evidencing payment of application fee. 5. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be. |
| 2. | Sec. 7 (7) | Application to Tribunal where company has been incorporated by furnishing false or incorrect info or by any fraudulent action. | 1. Copy of the memorandum and articles of association. 2. Document in proof of false or incorrect information or fraudulent action. 3. Affidavit verifying the petition. 4. Bank draft evidencing payment of application fee. 5. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be. |
| 3. | Sec. 14 (1) | Conversion of public company into a private company. | 1.Copy of the memorandum and articles of association. 2. Copy of the documents showing that the company ceased to become a public company. 3. Affidavit verifying the petition. 4. Bank draft evidencing payment of application fee. 5. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be. |
| 4. | Sec. 55 (3) | Application for issue further redeemable preference shares. | 1. Copy of the memorandum and articles of association. 2. Documents showing the terms of issue of the existing preference shares. 3. Copy of the Board Resolution and resolution of general meeting for issue of further redeemable preference shares. 4. Copy of the latest audited balance sheet with the profit and loss account of the company with auditor’s report and director’s report. 5. Affidavit verifying the petition. 6. Bank draft evidencing payment of application fee. 7. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be. |
| 5. | Sec. 58 (3) or 59 | Appeal against refusal of registration of shares; or Appeal for rectification of register of member. | Where the company is the petitioner. 1. Copy of the memorandum and articles of association 2. Latest audited balance-sheet and profit and loss account, auditor’s report and director’s report. 3. Authenticated copy of the extract of the Register of Members. 4. Copy of the resolution of the Board or Committee of Directors (where applicable) 5. Any other relevant documents. 6. Affidavit verifying the petition. 7. Bank draft evidencing payment of application fee. 8. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be. 9. Two extra copies of the petition. Where the petition is made by any other person. 1. Documentary evidence in support of the statements made in the petition including the copy of the letter written by the petitioner to the company for purpose of registering the transfer of, or the transmission of the right to, any share, or interest in, or debentures as also a copy of the letter of refusal of the company. 2. Copies of the documents returned by the company. 3. Any other relevant document. 4. Affidavit verifying the petition. 5. Bank draft evidencing payment of application fee. 6. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be. 7. Two extra copies of the petition. |
| 6. | Sec. 61 (1) | Application to Tribunal for consolidation and division of share capital. | 1. Copies of memorandum and articles of association; 2. Copies of audited balance sheets for past 3 years; 3. Resolution for allowing such consolidation or division and providing justification for the same; 4. Documents in proof of new capital structure and class of shares being consolidated or divided; 5. Affidavit verifying the petition. 6. Bank draft evidencing payment of application fee. 7. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be. 8. Two extra copies of the application 9. Any other relevant documents. |
| 7. | Sec. 73 (4) | Application by repayment of deposit or interest. | 1. Copy of the deposit receipt 2. Copy of the correspondence exchanged with the company. 3. Bank draft evidencing payment of application fee. 4. Any other relevant document. |
| 8. | Sec. 74 (2) | Application to allow further time as considered reasonable to the company to repay deposits. | 1. Names and addresses of the officers of the company. 2. Full details of 3. Reasons for nonpayment or late payment. 4. Annual Reports for the last three years. 5. Projection and cash flow statement for the next three financial years duly certified by Statutory Auditors of the company. 6. Any other relevant document |
| 9. | Sec. 97 (1) | Application for calling of Annual General meeting. | 1. Affidavit verifying the petition. 2. Bank draft evidencing payment of application fee. 3. Any other relevant document. |
| 10. | Sec. 98 (1) | Application for calling of general meeting of company other than annual general meeting | 1. Documentary evidence in proof of status of the applicant. 2. Affidavit verifying the petition. 3. Bank draft evidencing payment of application fee. 4. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be. 5. Any other relevant document |
| 11. | Sec. 119 (4) | Petition to pass an order directing immediate inspection of minutes books or directing a copy thereof be sent forthwith to person requiring it. | 1. Documentary evidence, if any, showing the refusal of the company to give inspection to the petitioner. 2. Affidavit verifying the petition. 3. Bank draftevidencing payment of application fee. 4. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be. 5. Any other relevant document. |
| 12. | Sec. 131 (1) | Application by company for voluntary revision of financial statement on Board's report. | 1. Audited Financial statements of relevant period; 2. Copies of memorandum and articles of association. 3. The details of the Managing Director, Chief Financial Officer, directors, Company Secretary and officer of the company responsible for making and maintaining such books of accounts and financial statement. 3. Where such accounts are audited, documents in proof of the name and contact details of the auditor or any former auditor who audited such accounts. 4. Copy of the Board resolution passed by the Board of Directors. 5. Affidavit verifying the petition. 6. Bank draft evidencing payment of application fee. 7. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be. 8. Any other relevant document. |
| 12. A (Inserted vide NCLT Amendment Rules,2020 dated 03.02.2020) | Sec 230 (12) | Application in cases of takeover offer of companies which are not listed. | 1. Affidavit verifying the petition 2. Memorandum of appearance with copy of the Board's Resolution or the executed vakalatnama, as the case may be. 3. Documents in support of the grievance against the takeover. 4. Any other relevant document. |
| 13. (Inserted vide NCLT Amendment Rules,2016) | - | Wherever no document is prescribed to be attached with the application or petition, documents as mentioned in next column may be attached, as applicable. | 1. Document and/or other evidence in support of the statement made in the application or appeal or petition, as are reasonably open to the petitioner(s); 2. Documentary evidence in proof of the eligibility and status of the petitioner(s) with the voting power held by each of them, wherever applicable; 3. Where the petition is presented on behalf of members, the letter of consent given by them, if applicable; 4. Statement of particulars, showing names, address, number of shares held, and whether all calls and other monies due on shares have been paid in respect of members who have given consent to the petition being presented on their behalf; 5. Where the petition is presented by a member or members authorised by the Central Government, the order of the Central Government authorising the officer(s) or member or members to present the petition shall be similarly annexed to the petition; 6. Affidavit verifying the petition; 7. Evidence regarding payment of fee; 8. Memorandum of appearance with copy of the Board Resolution or the vakalatnama, as the case may be; 9. Three copies of the petition; and 10. Any other documents in support of the case. |