(1) IN these matters, the petitioners are challenging an order of the Company Law Board dated February 10/19, 1983 by which the appeals filed by respondents 2 to 10 under S. 111 of the Companies Act, 1956 were allowed and the petitioner company was directed to register them as shareholders of the company. (2) THE respondents had applied to the company for registration of the transfer of shares in their favour on 17/12/1980. The company was of opinion that these applications for transfer were not maintainable. The grounds on which this view was taken are now immaterial because both the Company Law Board and the High court have rejected this ground and, after hearing both counsel, we are of the opinion that the ground of rejection was not correct and that the applications were properly made. (3) UNDER the statute, it is clear that where the Board of Directors of a company have not given any reasons for refusing to register transfer of shares, the Company Law Board should give an opportunity to the company to state the reasons and then decide the application and the appeal on merits. In the present case, we are of the opinion that the company did not have this opportunity because right through it was maintaining the stand that the applications for transfer had not been properly made. It is unnecessary to enquire whether the company was justified in the stand which it took and whether it should not have furnished their decision on merits and the reasons therefor at least before the Company Law Board or the High court. In our opinion, interests of justice required that the Company Law Board should have given an opportunity to the company to consider the applications and either accept them or state the reasons for which the applications are to be rejected so far as their merits are concerned. The High court was in our opinion, in error in upholding the order of the Company Law Board directing the company to register the transfer without giving the company such opportunity. Their finding to this effect is set aside. (4) NORMALLY, the above conclusion would have required us to allow the appeals and send the matter back for reconsideration. The High court was in our opinion, in error in upholding the order of the Company Law Board directing the company to register the transfer without giving the company such opportunity. Their finding to this effect is set aside. (4) NORMALLY, the above conclusion would have required us to allow the appeals and send the matter back for reconsideration. But this litigation has already had a long history since the applications for transfer of registration had been originally made in 1979 and, for one reason or the other, the applications foi transfer have still not been disposed of on the merits. But, for having this done, we think that, instead of remanding the matter back to the Company Law Board, the more appropriate course would be to keep the appeals pending here and call for a remand report from the Company Law Board. We, therefore, direct the company to examine the applications of the respondents for transfer of shares and give their decision on merits whether agreeing to transfer or refusing to register the transfer. They should record their reasons if they decide to reject the applications and submit a report of their decision to the Board with their reasons. After obtaining the report of Board of Directors, the Company Law Board will dispose of the appeals filed before them afresh on the merits in accordance with law, in the light of the report of reasons received from the Board of Directors and the company and after hearing both parties (5) THOUGH the Company Law Board, as originally constituted (as a delegate of the central government), is a different body from the Company Law Board as constituted after the amendment of the Companies Act in 1988, we find that the Company Law Board, as at present constituted, is competent to dispose of the appeals filed earlier by virtue of S. 68(2) of the Companies (Amendment) Act, 1988 (Act 31 of 1988). (6) WE accordingly direct the Company Law Board (as at present constituted) to dispose of the appeals afresh in the light of the directions given above. In form, we are vacating the order of the Company Law Board directing the company to register the shares. The company should pass its orders on the applications for transfer filed on 17/12/1980 before it within one month from today and send a report to the Company Law Board within two weeks thereafter. In form, we are vacating the order of the Company Law Board directing the company to register the shares. The company should pass its orders on the applications for transfer filed on 17/12/1980 before it within one month from today and send a report to the Company Law Board within two weeks thereafter. The Company Law Board shall thereafter hear and dispose of the appeals, without fail, on or before 10/03/1992 and submit its report to this court within two weeks thereafter. (7) IF the share transfer applications are with the respondents (as is alleged on behalf of the company), the transfer applications should be represented to the Company within 10 days from today and the Company will deal with them as set out earlier. The company agrees that it will not raise any technical objections and will decide the applications on merits. (8) LET these petitions be listed for further hearing on 25/03/1992, along with the report of the Company Law Board which should have been received by then.