law: Companies Act, 1956
  Sec 111    -     Power
  
  to refuse registration and appeal against refusal. 
  (1) If a 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
  
  shares or interest of a member in, or debentures of, the company, it shall,
  
  within two months 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.
  (2) The transferor or transferee, or the
  
  person who gave intimation of the transmission by operation of law, as the case
  
  may be, may appeal to the Company Law Board 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 sub- section (1), either to register the
  
  transfer or transmission or to send notice of its refusal to register the same.
  (3) An appeal under sub-section (2) shall be
  
  made within two months of the receipt of the notice of such refusal or, where
  
  no notice has been sent by the company, within four months 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) the name of any person :
  (i) is, without sufficient cause, entered in
  
  the register of members of a company, or
  (ii) after having been entered in the
  
  register, is, without sufficient cause, omitted there from ; or
  (b) default is made, or unnecessary delay
  
  takes place, in entering in the register the fact of any person having become,
  
  or ceased to be, a member including a refusal under sub-section (1), the person
  
  aggrieved, or any member of the company, or the company, may apply to the
  
  Company Law Board for rectification of the register.
  (5) The Company Law Board, while dealing with
  
  an appeal preferred under sub-section (2) or an application made under
  
  sub-section (4) may, after hearing the parties, either dismiss the appeal or
  
  reject the application, 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 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) The Company Law Board, while acting under
  
  sub-section (5), may, at its discretion, make,
  (a) such interim orders, 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.
  (7) On any application under this section, the
  
  Company Law Board :
  (a) may decide any question relating to the
  
  title of any person who is a party to the application to have his name entered
  
  in, or omitted from, the register ;
  (b) generally, may decide any question which
  
  it is necessary or expedient to decide in connection with the application for
  
  rectification.
  (8) The provisions of sub-sections (4) to (7)
  
  shall apply in relation to the rectification of the register of debenture holders
  
  as they apply in relation to the rectification of the register of members.
  (9) If default is made in giving effect to the
  
  orders of the Company Law Board under this section, the company and every
  
  officer of the company who is in default shall be punishable with fine which
  
  may extend to ten thousand rupees, and with a further fine which may extend to
  
  one thousand rupees for every day after the first day after which the default
  
  continues.
  (10) Every appeal or application to the
  
  Company Law Board under sub-section (2) or sub-section (4) shall be made by a
  
  petition in writing and shall be accompanied by such fee as may be prescribed.
  (11) In the case of a private company which is
  
  not a subsidiary of a public company, where the right to any shares or interest
  
  of a member in, or debentures of, the company is transmitted by a sale thereof
  
  held by a Court or other public authority, the provisions of sub-sections (4)
  
  to (7) shall apply as if the company were a public company :
  Provided  that the Company Law Board may, in lieu
  
  of an order under sub-section (5), pass an order directing the company to
  
  register the transmission of the right unless any member or members of the
  
  company specified in the order acquire the right aforesaid within such time as
  
  may be allowed for the purpose by the order, on payment to the purchaser of the
  
  price paid by him therefor or such other sum as the Company Law Board may
  
  determine to be a reasonable compensation for the right in all the
  
  circumstances of the case.
  (12) If default is made in complying with any
  
  of the provisions of this section, the company and every officer of the company
  
  who is in default, shall be punishable with fine which may extend to five
  
  hundred rupees for every day during which the default continues.
  (13) Nothing in this section and section 108,
  
  109 or 110 shall prejudice any power of a private company under its articles to
  
  enforce the restrictions contained therein against the right to transfer the
  
  shares of such company.
  (14) In this section "company" means
  
  a private company and includes a private company which had become a public
  
  company by virtue of section 43A of this Act.