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Issues:
1. Validity of the transfer of shares in a company. 2. Interpretation of company's Articles of Association regarding share transfers. 3. Completion of a contract for the sale of shares. 4. Liability of the transferee for shares in a failed company. Analysis: 1. The case involved a dispute over the sale of 20 shares of a bank to a buyer. The shares were sold by a firm to the buyer, with a deed of transfer executed but not presented to the bank before it went into liquidation. The buyer disputed the contract's existence and the completion of the share transfer. 2. The primary issue revolved around whether the transfer of shares was legally binding. The buyer failed to produce the deed of transfer in court, leading to the allowance of secondary evidence to prove the transfer. The argument centered on the provisions of the company's Articles of Association regarding share transfers. 3. The court considered the relevant sections of the Indian Companies Act and the Articles of Association of the bank in question. The buyer's counsel argued that the transfer was complete upon execution of the deed, even if the bank had the right to refuse registration. The seller's counsel cited a similar case to support the completion of the transfer despite lack of registration. 4. Ultimately, the court held that the contract for the sale of shares was complete upon the signing of the deed of transfer. The buyer was deemed the owner of the shares, with associated rights and liabilities. The court rejected the specific performance claim but awarded the sellers the amount due for the shares, holding the buyer liable for the payment. 5. The judgment favored the sellers, granting them a decree for the amount owed for the shares and confirming the buyer's ownership of the shares in the failed bank. The appeal was accepted, with costs awarded to the sellers.
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