BAJAJ AUTO LTD. vs N. K. FIRODIA & ANR. ETC.

The Supreme Court held that under Section 111(3) and Section 111(5A) of the Companies Act, 1956, the refusal of directors to register share transfers must be bona fide and in the interest of the company. The Court found that the directors acted arbitrarily and with corrupt motives to maintain control, dismissing the appeal against the Company Law Board's order to register the transfers. The judgment emphasized that mere apprehension of losing control is not a valid reason for refusal, and the directors must exercise discretion with proper consideration of the circumstances.