Transfer of fully paid-up shares cannot be refused without express restriction; rectification jurisdiction can decide all related questions.

Rectification jurisdiction was held to be wide enough to determine all questions necessary to give effect to transfer rights, and an earlier Central Government order under the appeal provision did not bar the court from entertaining the petition. A company could not refuse registration of fully paid-up shares absent an express restriction in the Act or articles, because shares were transferable property and the cited articles did not confer a general power of refusal. Objections as to genuineness, consideration, lodgment of transfer deeds, and non-joinder of transferors failed on the record, so registration was directed.

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Issues: (i) Whether an order passed by the Central Government under the appeal provision barred the court from examining the transfer dispute under rectification jurisdiction; (ii) Whether the company had any power under the Act or its articles to refuse registration of transfer of fully paid-up shares; (iii) Whether the objections regarding genuineness of transfer, consideration, lodgment of transfer deeds, and absence of transferors as parties defeated the petitions.

Issue (i): Whether an order passed by the Central Government under the appeal provision barred the court from examining the transfer dispute under rectification jurisdiction.

Analysis: The rectification jurisdiction was held to be controlling and of wide amplitude. The court reasoned that the power to decide questions necessary or expedient for rectification, including title and entitlement to registration, was not cut down by the earlier administrative order. The prior order did not exhaust the court's authority to determine the matter.

Conclusion: The Central Government's order did not prevent the court from entertaining and deciding the rectification petition.

Issue (ii): Whether the company had any power under the Act or its articles to refuse registration of transfer of fully paid-up shares.

Analysis: The Act made shares movable property transferable in the manner provided by the articles, and in the absence of a clear restriction the shareholder retained a free right of transfer. The court found that the relied-upon article dealt with original allotment or disposal of capital and not with transfer, while the articles dealing with transfer contained no provision conferring a general power to refuse registration. The analogous table regulation applied only to shares not fully paid up and therefore did not assist the company. No express power to refuse registration was found.

Conclusion: The company had no power to refuse registration of the fully paid-up shares on the grounds advanced by it.

Issue (iii): Whether the objections regarding genuineness of transfer, consideration, lodgment of transfer deeds, and absence of transferors as parties defeated the petitions.

Analysis: The transfer deeds were on record and were not shown on their face to be bogus or forged. The objection based on want of consideration was irrelevant because a transfer could be valid even as a gift. The objection as to prior execution dates did not vitiate the transfers. Sending the instruments by registered post was treated as sufficient compliance with the requirement of deposit, and the statutory mode of service supported that view. The transferors were not necessary parties because their presence was not required for deciding the dispute between the transferees and the company.

Conclusion: The objections failed and did not justify refusal of registration.

Final Conclusion: The petitions succeeded, and the company was directed to register the transfers and notify the Registrar, with costs awarded to the petitioners.

Ratio Decidendi: In the absence of an express restriction in the articles, a company cannot refuse registration of a transfer of fully paid-up shares, and the court exercising rectification jurisdiction may decide all questions necessary to give effect to that right.

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