The main legal point established is that the refusal to transfer shares must be within the competence of the Board of Directors, and petitioners have the right to seek relief under S. 155 of the Companies Act. Additionally, the application of the limitation period under Article 137 of the Limitation Act 1963 was clarified.

( 1 ) SINCE this batch of company petitions involve common questions of law, therefore these have been heard together and are being disposed of by a common judgment.

( 2 ) ). These petitions have been filed under S. 155 of the Companies Act, 1956 (in short "the Act") with a prayer to direct the respondent-company to rectify the register of members by entering their names as holders of equity shares to the extent they have purchased and applied for transfer. The board of Directors have rejected the transfer applications filed by the petitioners on the ground that the transfer will not be in the interest of shareholders and the company. The necessary details of each of the petitioners, the shares sought to be transferred, its value and date of rejection has been produced in a tabular form, which is being reproduced hereunder : @@ sl. No. C. P. No. No. of Shares share Cer No. Date of Refusal 1. 26/881011224-1-872752. 27/881044724-1-874723. 28/881028424-1-874834. 29/881047324-1-874695. 30/88106324-1-873576. 31/881015924-1-872637. 33/88109524-1-873148. 39/88106224-1-873469. 108/881022615-9-8610. 36/8964398-11-87@@

( 3 ) MR. Naganand, learned counsel for the respondents, has sought to justify the impugned rejection to transfer the shares by placing reliance on regulation 20 of Table A of the Companies Act, 1913, which reads thus :"the directors may decline to register any transfer of shares, not being fully paid shares, to a person of whom any transfer of shares on which the company has a lien. The directors may also suspend registration of transfers during the 14 days immediately preceding the ordinary general meeting in each year. The directors may decline to recognize any instrument of transfer unless; (a) A fee not exceeding Rs. 2/- is paid to the company in respect thereof; (b) The instrument of transfer is accompanied by the certificate of the shares, to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer. If the directors refuse to register a transfer of any shares, they shall, within two months after the date on which the transfer was lodged with the company, send to the transferee and the transferor notice of the refusal. "

( 4 ) UNDER identical situation as appearing in the present case this Court in the case of the respondent-company itself has held that the refusal to transfer the shares was beyond the competence of the Board of Directors and has accordingly approved the direction of the Company Law Board to register the shares applied for transfer. In the said view of the matter the impugned resolution of the Board of Directors of the respondent-company cannot be held to be sustainable in law.

( 5 ) DESPITE the said legal position, Sri Naganand, learned counsel for the respondent-company, has taken technical objection with regard to the very maintainability of these petitions under S. 155 of the Act on the ground that the petitioners herein had an alternative remedy by way of an appeal to the Central Government under S. 111 of the Act and the same having not been filed within the prescribed period these petitions cannot be entertained by this Court after lapse of more than a year. According to him, keeping in view the sound principles laid down for exercise of discretionary powers, the High Courts have always refused to exercise their discretionary jurisdiction on the ground of laches resulting from unexplained delays in approaching the Court.

( 6 ) SO far as the objection regarding alternate remedy is concerned I am not detaining myself in exploring the law on the said aspect since the Supreme Court has already dealt with the same in the case of Harinagar Sugar Mills v. Shyam Sunder AIR 1961 SC 1669, wherein it has been held that :"a person aggrieved by the refusal to register transfer of shares has, since the enactment of the Companies Act, 1956, therefore two remedies for seeking relief under the Companies Act, (1) to