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10. A perusal of these provisions shows that section 111 of the Act was a very comprehensive section, dealing with rights, remedies and jurisdiction. It was applicable to both Public and Private Limited Companies. Sub-section (1) casts a duty on the Company if it refuses to register the change of any rights in shares, within two months of receipt of "instrument of transfer" or "intimation of transmission", to send notice of refusal to the transferor, transferee or the persons sending the "intimation of transmission". The notice must give reasons for refusal. Section 111(2) enabled a transferor, transferee, or person who gives "intimation of transmission" by operation of law to file appeal before the CLB. This is in case of refusal or failure of the Company in registering the change in rights/owner ship of shares or the Company not sending the notice of refusal. The appeal had to be filed within two months of the receipt of notice of refusal, or where no notice has been sent by the Company, within four months from the date on which the "instrument of transfer" or "intimation of transmission" was delivered to the Company. The section applies to transactions inter-vivos and transmission by succession or by virtue of some other provision of law. Sub-section (4) provides for an application for rectification of the register at the instance of a person aggrieved, member of the Company or the Company. Rectification of the Register of Members can be sought if without sufficient cause the name of any person is wrongly entered in it or after having been duly entered, is wrongly omitted from it. Rectification application can also be made if the Company makes default, causes unnecessary delay, in entering in the register the fact of any person having become or ceased to be a member, including a refusal under sub-section (1). There is neither any time limit within which the Company has to rectify the register, nor any limitation within which an application for rectification is to be made to the CLB. This is in contrast to section 111(2) which provides a limitation of two months for the Company to register the transfer or transmission; and a limitation of two months to file an appeal. Sub-section (5) deals with the manner in which and what orders can be passed by the CLB when hearing an appeal under sub-section (2) or an application under sub-section (4).

14. These remedies were sought to be provided by adding section 111(A) to the Companies Act, 1956. But mistakes seem to have crept in at every stage of drafting the necessary provisions. This can be seen by examining the original provisions of section 111A and the efforts made by the Legislature to correct the mistakes. The relevant provisions of section 111A as originally drafted are as under:

"111A. Rectification of register on transfer.---(1) In this section, unless the context Otherwise requires, company means a company other than a company referred to in sub-section (14) of section 111 of this Act.

18. There is also no merit in the submission of Mr. Dhond that the remedy of rectification is limited only to shares held Depositories or that it applies only in matters of transfer. As noticed above, the original section 111A(3) was substituted by the present provision. The term "any law for the time being in force" was inserted. This has now made clear that the remedy of rectification is available to all shares whether held in Depositories or in the form of share certificates. The fact that this was always the intention of the Parliament is apparent from the fact that even the provision, as it was originally drafted, has made a provision for rectification of register in relation to "instrument of transfer" and "intimation of transmission". It was necessary to mention "instrument of transfer" and "intimation of transmission as the shareholder has an option either to remain within the depository or to change the mode of securities to share certificates. At that stage it would be necessary to deliver either the instrument of transfer or the intimation of transmission. By virtue of provisions of section 28 of the Act it cannot be held that section 111A(3) is restricted to rectification of the register only in transfer matters. This would mean that no remedy of rectification is available in case of loss of shares, bad deliveries, theft and forgery. This would be in derogation of the law for the time being in force. Remedy provided in section 111A(3) is in addition to the remedy provided in section 111(4). It is, therefore, held that the remedies of appeal and rectification are available to all kinds of shares held in a Public Company under the proviso to section 111A(2) and 111A(3) read with sub-section (7) of section 111A of the Act which would make applicable the provisions of section 111(1), (2) and (4) by virtue of section 111(5) of the Act.

19. Is section 111 only applicable to Private Limited Companies in view of sub-section (14) ? As noticed earlier, the provisions of the Depositories Act are in addition to and not in derogation of the existing-provisions of the law. Therefore, it cannot beheld that by virtue of section 111(14) the provisions of sub-sections (1), (2) and (4) of section 111 are not applicable to Public Companies. Sub-section (1) of section 111 make it incumbent on the Company to serve a notice of refusal of tranfer within two months of the delivery of instrument of transfer or intimation of transmission. This provision is now incorporated in proviso to section 111A(2) of the Act. But an additional benefit has been given to the shareholders in that no limit is provided for filing the appeal against the refusal or neglect of the company or the depository to transfer the shares. For this reason section 111(3) has not been incorporated in section 111A(7) which provides the manner in which the applications are to be decided by the CLB under section 111A. Sub-section (14) of section 111 cannot exclude the application of sub-sections (1), (2) and (4) of section 111 to shares held in a Public Company as it would then be in conflict with section 28 of the Depositories Act. Under this section, the law made under the Depositories Act is in addition to and not in derogation of any law which is/was in force at the time when the Depositories Act was enacted. Therefore, restriction contained in sub-section (14) of section 111 would not apply to transfer and ownership of the shares of the Public Company held in the form of share certificates. Construed in this manner, the provisions of sub-section (1) of section 111A would clearly mean that the remedy of rectification of register on transfer provided in section 111A would not be applicable to Private Companies. For the Private Limited Companies, the remedies of appeal and rectification would remain under sections 111(2), (3) and (4) of the Act. When an application is made under section 111 with regard to a Private Company, the CLB will deal with the same under the provisions of section 111. The limit of two months appeal as provided under sub-section (3) of section 111 would still be applicable to the Private Companies.