Rectification of share register requires contravention of law, not merely breach of a private share agreement.

Section 111A(3) of the Companies Act, 1956 allows rectification of the register of members only where a share transfer is in contravention of the SEBI Act, the Sick Industrial Companies (Special Provisions) Act, or any other law in force. A breach of a private agreement, including contractual pre-emption or pledge arrangements, is not equivalent to a statutory violation. On the facts described, the dispute disclosed only a contractual grievance and no legal infraction attracting Section 111A(3), so the petition for rectification was not maintainable.

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Issues: Whether a petition under Section 111A(3) of the Companies Act, 1956 was maintainable for rectification of the register of members on the ground that transfer and pledge of shares were in breach of a private agreement and not in contravention of any law.

Analysis: Section 111A(3) permits rectification only where the transfer of shares is found to be in contravention of the Securities and Exchange Board of India Act, the Sick Industrial Companies (Special Provisions) Act, or any other law for the time being in force. Breach of an Articles of Agreement or other private contractual obligation is not the same as contravention of law. The provision cannot be expanded to cover disputes arising merely from alleged violation of contractual pre-emption or similar private arrangements. The appellant's case, even if accepted on its own showing, disclosed at best a contractual dispute and not a statutory infraction attracting Section 111A(3).

Conclusion: The petition was not maintainable under Section 111A(3) and the dismissal by the Company Law Board was in law.

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