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(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 subsection (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 subsection (2) or an application made under subsection (4) may, after hearing the parties, either dismiss the appeal or reject the application, or by order -

14.Section III, as set out above, was incorporated in the Companies Act subsequent to the report of a committee ap- pointed to consider amendments to the Companies Act, The Sachar Committee, as it came to be called, said :

"Under the existing law, there are two remedies open to an aggrieved person to file an appeal under section 111, or to apply to the Court for rectification of the share register under section 15 5. We-think that these two remedies should now be assimilated and provision be made (at one place) for a person aggrieved (including any person aggrieved by a refusal of the Board of Directors to register a transfer or transmission of shares) to apply to the Company Law Board - as proposed to be constituted - for rectification of the share register on any of the grounds mentioned in sub-clause (a) or (b) of sub-section (1) of the present section 155.

Our proposals are -

Accordingly, we would recommend as follows:

Sections III and 155 should be assimilated into a single statutory provision."

15.Section 155, as it read before 31st May, 1991, entitled a person aggrieved or any member of a company or a company to apply to the court for rectification of the company's register of members if the name of any. person was, without sufficient cause, entered in it or, after having been entered in it, was, without sufficient cause, omitted therefrom or default was made or unnecessary delay took place in entering on it the fact of any person having become, or ceased to be, a member. The court 'was entitled to order rectification of the register and to direct the company to pay the damages, if any, sustained by a party aggrieved. The court was entitled to decide any question relating to the title of any person who was a party to the application to have his name entered in or omitted from the register. An appeal from the order of the court was provided for.

23.As to what are courts and tribunals, the leading decision is M/s. Harinagar Sugar Mills Ltd. v. Shyam Sundar Jhunjhuwala and ors., (1962) 2 S.C.R. 33 9, delivered by a Constitution Bench of this Court. A person who held a large number of shares in the appellant company transferred two blocks of the shares to his son and daughter-in-law. The transferees applied to the company to register the transfers. Purporting to act under the Articles of Association of the company, the directors resolved not to register the transfers. The transferees preferred appeals under Section 111 of the Companies Act which, as the provision read at that time, lay to the central Government. The Central Government set aside the resolution of the directors and directed the company to register the transfers, but it did not give any reasons for its decision. The company obtained special leave to appeal under Article 136 of the Constitution against the decision of the Central Government. The transferees raised the objection that the Central Government, exercising powers under Section 111, was not a tribunal exercising judicial functions and was, therefore, not subject to the appellate jurisdiction of the Supreme Court under Article 136. J.C. Shah, J. spoke for four of his brethren and held that a person aggrieved by the refusal to register the transfer of shares had two remedies under the Companies Act, namely, to apply to the court for rectification of the register under Section 155 or to appeal against the resolution refusing to register the transfer un- der Section 111. It was common ground that in the exercise of power under Section 155, the court had to act judicially; to adjudicate upon the right exercised by the directors in the light of the powers conferred upon them by the Articles of Association. The transferees, however, submitted and were supported by the Union of India, that the authority of the Central Government under Section 111, was nevertheless, purely administrative. In an appeal under Section 111 there was a lis or dispute between the contesting parties relating to their civil rights, and the Central Government was invested with the power to determine that dispute according to law. it had to consider and decide the proposal and the objections in the light of the evidence and not on grounds of policy or expediency. The power to order registration of transfers had to be exercised subject to limitations similar to those imposed upon the exercise of the power of the court in a petition under Section 155. Those restrictions also applied to the exercise of the power by the Central Government. The Central Government had to decide whether, in exercising their power, the directors were not acting oppressively, capriciously or corruptly or in some way mala fide. The decision had manifestly to stand those objective tests. The exercise of such authority of rendering a decision upon the respective contentions by reason of which the rights of the contesting parties were directly affected was judicial. It was immaterial that the statute which conferred the power upon the Central Government did not expressly set out the extent of the power; the very nature of the jurisdiction required that it be exercised subject to the limitations which applied to the court under Section 155. Section III also provided that in the circumstances specified therein reasonable compensation could be awarded in lied of the shares. This compensation, which was to be reasonable, had to be ascertained by the Central Government, and reasonable compensation could not be ascertained except by the ap- plication of some objective standards of what was just having regard to all the circumstances of the case. The authority of the Central Government to entertain an appeal under Section 111 was an investiture of the judicial power of the State. As the dispute between the parties related to civil rights and the Companies Act provided for a right of appeal and made detailed provisions about hearing and disposal according to law. It was impossible to avoid the inference that a duty was imposed upon the Central Government in deciding the appeal to act judicially. Hideyatullah, J. delivered a separate but concurring judgement. The said that all tribunals were no courts though all courts were tribunals The word "courts" was used to designate those tribunals which were set up in an organised State for the administration of justice. By administration of justice was meant the exercise of the judicial power of the State to maintain and uphold rights and to punish wrongs. Whenever there was an infringement of a right or an injury, the courts were there to restore the ' vinculum juris'. When rights were infringed or invaded, the aggrieved party could go and commence a 'querela' before the ordinary civil courts. These courts were invested with the judicial power of the State and their authority was derived from the Constitution or some Act of legislature constituting them. Their number was ordinarily fixed and they were ordinarily permanent and could try any suit or cause within their jurisdiction. Their numbers might be increased or decreased but they were almost always permanent and went under the compendious name of "Courts of Civil Judicature". There could be no doubt that the Central Government did not come within this class. With the growth of civilisation and the problems of modern life, a large number of administrative tribunals had come into existence. These tribunals had the authority of law to pronounce upon valuable rights. They acted in a judicial manner and even on evidence on oath, but they were not part of the ordinary courts of civil judicature. They shared the exercise of the judicial power of the State but were brought into existence to implement some administrative policy or to determine controversies arising out of some administrative law. They were very similar to courts but were not courts. When the Constitution spoke of "courts" in Articles 136, 227 and 228 and in Articles 233 to 237 and the Lists, it contemplated courts of civil judicature but not tribunals other than such courts. ThiS was the reason for using both the expressions in Articles 134 and 227. By " courts" was meant courts of civil judicature and by "tribunals" those bodies or men who were appointed to decide controversies arising under certain special laws. Among the powers of the State was included the power to decide such controversies. This was undoubtedly one of the attributes of the State and was aptly called the judicial power of the State. In the exercise of this power, a clear division was noticeable. Broadly speaking certain special matters went before tribunals and the residue went before the ordinary courts of civil judicature. What distinguished them had never been successfully established, A court in the strict sense was a tribunal which was a part of the ordinary hierarchy of courts of civil judicature maintained by the State under its Constitution to exercise the judicial power of the State. These courts performed all the judicial functions of the State except those that were excluded by law from their jurisdiction. The word "judicial" was itself capable of two meanings. It might refer to the discharge of duties exercisable by a judge or by justices in court or to administrative duties which need not be performed in court but in respect of which it was necessary to bring to bear a judicial mind to determine what was fair and just in respect of the materials under consideration. That an officer was required to decide matters before him judicially in the second sense did not make him a court or even a tribunal because that only established that he was following a standard of conduct and was free from bias or interest. Courts and tribunals acted judicially in both senses and in the term 'courts' were included the ordinary and permanent tribunals and in the term 'tribunals' were included all others which were not so included. The matter would have been simple if the Companies Act had designated a person or persons, whether by name or by office, for the purpose of hearing an appeal under Section 111. It would then have been clear that though such person or persons were not 1 courts' in the sense explained, they were clearly tribunals'. The Companies Act said that an appeal would lie to the Central Government. The court was, therefore, faced with the question whether the Central Government could be said to be a tribunal. The function that the Central Government performed under the Companies Act and Rules was to hear an appeal against the action of the directors. For that purpose a memorandum of appeal setting out the grounds had to be filed and the company, on notice, was required to make representations, if any, and so also the other side, and both sides were allowed to tender evidence to support their representations. The Central Government by the order then directed that the shares be registered or need not be registered. The Central Government was also empowered to include in its orders directions as to payment of costs or otherwise. The function of the Central Government was curial and not executive. There was provision for a hearing and a decision on evidence, and that was indubitably a curial function. In its functions the Central Government often reached decisions but all its decisions could not be regarded as those. of a tribunal. Resolutions of Government might affect rights of parties and yet they might not be in the exercise of judicial power. Resolutions of Government might be amenable to writs under Articles 32 and 226 in appropriate cases but might not he subject to a direct appeal under Article 136 as the decisions of a tribunal. The position, however, changed when Government embarked upon curial functions and proceeded to exercise judicial power and decide disputes. In these circumstances, it was legitimate to regard the officer who dealt with the matter and even Government itself as a tribunal. The word "tribunal" was a word of wide import and the words "court" and "tribunal" embraced within them the exercise of judicial power in all its forms. The decision of the Central Government thus fell within the powers of the Supreme Court under Article 136.