MACKINTOSH BURN LIMITED versus SARKAR AND CHOWDHURY ENTERPRISES PRIVATE LIMITED

MACKINTOSH BURN LIMITED versus SARKAR AND CHOWDHURY ENTERPRISES PRIVATE LIMITED

Refusal of share transfer registration by a public company can be on grounds of violation of law or any other sufficient cause, not limited to illegality or impermissibility alone, and whether a cause is sufficient is for the Company Law Board (now Tribunal) to decide. The High Court erred in limiting the scope of...

Source-derived case information.

Parties
Appellant: Mackintosh Burn Limited; Respondent: Sarkar and Chowdhury Enterprises Private Limited
Jurisdiction
India
Judgment Date
27 March 2018
Procedural Posture
Civil Appeal / Appeal From Orders of Company Law Board and High Court; Remand to Tribunal
Outcome
Appeals disposed of; prior orders set aside; matter remitted to Tribunal for fresh consideration
Legal Topics
Refusal of Share Transfer Registration, Appeals Under Companies Act Section 58 and Section 10 F, Scope of Sufficient Cause for Refusal, Time Limitation for Appeals
Company Law Refusal of Share Transfer Registration Appeals Under Companies Act Section 58 and Section 10 F Scope of Sufficient Cause for Refusal Time Limitation for Appeals

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Parties

Mackintosh Burn Limited

Appellant

Sarkar and Chowdhury Enterprises Private Limited

Respondent

Procedural Posture

Civil Appeal / Appeal From Orders of Company Law Board and High Court; Remand to Tribunal

Legal Issues

  1. 1 Whether refusal to register share transfer by a public company can be for reasons beyond illegality or impermissibility under law
  2. 2 Scope of sufficient cause for refusal under Section 58(4) of Companies Act, 2013
  3. 3 Whether Company Law Board and High Court appropriately considered all questions of law raised, especially on 'sufficient cause' and limitation

Ratio Decidendi

Refusal of share transfer registration by a public company can be on grounds of violation of law or any other sufficient cause, not limited to illegality or impermissibility alone, and whether a cause is sufficient is for the Company Law Board (now Tribunal) to decide. The High Court erred in limiting the scope of issues to limitation alone and not adjudicating on all legal questions raised. Orders of the Company Law Board and High Court are set aside and the matter remitted to the Tribunal for fresh consideration.

Court Disposition

Appeals disposed of; prior orders set aside; matter remitted to Tribunal for fresh consideration

Orders

  • Order dated 16.09.2015 of the Company Law Board, Kolkata Bench set aside
  • Order dated 15.10.2015 of High Court in ACO No. 199 of 2015 in APO No. 448 of 2015 set aside