Public Co: 30 (refusal notice) → 60 (appeal) / 90 (no notice)
> Public company timelines are DOUBLE of private company appeal periods.
## Powers of NCLT on Appeal
After hearing the parties, the Tribunal may:
### Option A — Dismiss the appeal
### Option B — Pass orders:
1. Direct registration of the transfer/transmission — company must comply within 10 days of receipt of order; OR
2. Direct rectification of the register AND direct the company to pay damages, if any, sustained by the aggrieved party.
## Free Transferability — Key Doctrine
The Act now codifies free transferability for public companies. The Board cannot refuse on grounds like 'we don't like the transferee' — only 'sufficient cause' is permissible (e.g., legal restrictions, court orders, statutory bars).
Worked example
### Example 1
Example 1 — Private Co Refusal:
XYZ Pvt Ltd refused transfer on 15 April 2026 and sent notice on 10 May 2026. The transferee received the notice on 12 May 2026. By when can the transferee appeal?
Answer: Within 30 days of receipt of notice → by 11 June 2026.
### Example 2
Example 2 — Public Co No Notice:
ABC Ltd (public) received transfer instrument on 1 March 2026 but never sent a refusal notice. By when can the aggrieved transferee appeal?
Answer: Within 90 days from date of delivery of instrument → by 30 May 2026.
### Example 3
Example 3 — Compliance with NCLT:
NCLT directed PQR Ltd on 1 June 2026 to register a transfer. By when must the company comply?
Answer: Within 10 days of receipt of the order.
### Example 4
Example 4 — Refusal Grounds:
A public company refuses transfer because the transferee is a competitor.
Answer: This is NOT sufficient cause. Public co shares are freely transferable; refusal must be on legitimate legal grounds only.
⚠️ Common exam mistakes
Swapping the 60 and 90 day periods between 'notice given' and 'no notice' scenarios for public companies.
Applying private company timelines (30/30/60) to public companies.
Believing public company Boards have similar discretion to private companies — they don't.
Missing the 10-day compliance window after NCLT order — late compliance attracts penalty.
Forgetting that NCLT can both order registration AND award damages.
Bare-Act text Section 58 · Companies Act, 2013 · click to expand
Section 58(1): If a private company limited by shares refuses, whether in pursuance of any power of the company under its articles or otherwise, to register the transfer of, or the transmission by operation of law of the right to, any securities or interest of a member in the company, it shall within a period of thirty days from the date on which the instrument of transfer, or the intimation of such transmission, as the case may be, was delivered to the company, send notice of the refusal to the transferor and the transferee or to the person giving intimation of such transmission, as the case may be, giving reasons for such refusal. Section 58(2): The securities or other interest of any member in a public company shall be freely transferable.