The shares in a public company are freely transferable and the CLB has consistently held that registration of transfers could be refused only on three grounds as stated in Section 111A of the Companies Act, 1956. However, the horizon of refusal has been expanded recently by the Andhra Pradesh High Court by enlarging the scope of ‘sufficient cause’. In this context, it is apposite to consider as to whether non-compliance of the requirement of Regulation 7 of the SEBI Take-over Code would constitute ‘sufficient cause’ for refusal to register transfer of shares. This article analyses this issue critically. Under Section 111-A of the Companies Act, 1956 (the Act), the shares in a public company are freely transferable. Consequently, in the case of shares held in physical form companies can refuse registration of transfers only if there are sufficient reasons warranting such refusal. Company Law Board has consistently held that registration of trans ....