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Section 111A of the Companies Act, 1956 : Congenital Deformity Continues Despite Corrective Surgery

By D.Varadarajan

Published In

CLC 2000

Prior to the enactment of section 111A of the Companies Act, 1956, section 111 of that Act provided for the remedy against refusal to register transfer or transmission of shares, as the case may be. Now section 111A applies to public companies and section 111 to private companies. However, the phraseology of the proviso to section 111A (2), gives rise to avoidable controversy as to whether the petition against refusal to give effect to transmission of shares can be entertained by the CLB. While allowing the petition to give effect to transmission of shares, the CLB held that section 111A suffers from ‘drafting error’. The CLB has provided a solution by substituting the term ‘intimation of transfer’ with ‘intimation of transmission’ in section 111A (2). But, the Bombay High Court has overruled this observation of the CLB, and the Court has interpreted the provisions of section 111A by taking note of the legislative history and placing reliance o ....

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