9911796707
TMI Blog1995 (9) TMI 226X X X X Extracts X X X X X X X X Extracts X X X X ..... of 1992 and remit the matter back to the High Court for deciding the appeal afresh after hearing both the sides and considering all the relevant aspects. It is clarified that it will also be open to the parties to raise their contentions regarding fulfilment of the requirements of section 108 of the Act. - CIVIL APPEAL NOS. 8432-33 OF 1995 [ARISING OUT OF SLP (CIVIL) NOS. 10546-47 OF 1992] - - - Dated:- 20-9-1995 - DR. A.S. ANAND AND G.T. NANAVATI, JJ. ORDER Nanavati, J. - Leave granted. 2. These two appeals are filed against the judgment and order dated 28-4-1992 passed in Company Appeal No. 1 of 1991 and the order dated 4-8-1992 passed in Civil Review No. 55 of 1992 by the Patna High Court. 3. The Maghadh Stock Ex ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e action of MSEA was also sought to be supported on the ground that Shri Narendera Kumar Agarwal had subsequently cancelled his request contained in his letter dated 6-2-1989 to transfer his interest in favour of Smt. Saroj Maloo. The Board was of the view that if there is no provision for transfer of other interest in the articles of association of a company limited by guarantee and having no share capital then the member cannot transfer his interest to a third person. The Board held that in absence of such a provision and because Smt. Saroj Maloo failed to establish her case of proper lodgement of transfer of other interest of the member as required by the amended article 27A the action of MSEA was justified. It, therefore, dismissed her ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... movable property and transferable the transfer can be made in the manner provided by the articles of associa- tion. The learned counsel appearing for MSEA also submitted that if the High Court had carefully examined the articles of association of MSEA then it would have noticed that it does contain restrictions with respect to transfer of membership. 6. Section 28 of the Act provides that the articles of association of a company limited by shares may adopt all or any of the regulations contained in Table A in Schedule I. It further provides that in the case of any such company which is registered after the commencement of the Act if articles are not registered or if articles are registered insofar as articles do not exclude or modify th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... All the relevant material is not before us and, therefore, we do not think it proper to express any opinion on the merits of the controversy raised before us. We are of the opinion that the High Court should have examined all these relevant aspects and ought not to have disposed of the matter by merely observing that no distinction can be made in the matter of transfer of share or other interest between a company limited by shares and a company limited by guarantee. We, therefore, set aside the judgment and order passed by the High Court in Company Appeal No. 1 of 1991 and in Civil Review No. 55 of 1992 and remit the matter back to the High Court for deciding the appeal afresh after hearing both the sides and considering all the relevant ..... X X X X Extracts X X X X X X X X Extracts X X X X
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