Section 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 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 transfer or 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 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.
(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 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