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    <title>1981 (3) TMI 203 - HIGH COURT OF KERALA</title>
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    <description>Section 155 permits rectification of the share register, but where company articles confer discretion on directors to refuse registration of a transfer, that discretion is presumed bona fide. The presumption is displaced only by affirmative proof that the refusal was arbitrary, corrupt, capricious, oppressive, or otherwise mala fide. Although defects in some transfer deeds were alleged, the refusal was also grounded in the directors&#039; disapproval of the transferees under the articles. On the evidence, no improper motive, misuse of fiduciary position, or design to depress share value for personal gain was proved, so the contractual power under the articles remained effective and interference was unwarranted.</description>
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    <pubDate>Mon, 30 Mar 1981 00:00:00 +0530</pubDate>
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      <title>1981 (3) TMI 203 - HIGH COURT OF KERALA</title>
      <link>https://www.taxtmi.com/caselaws?id=100073</link>
      <description>Section 155 permits rectification of the share register, but where company articles confer discretion on directors to refuse registration of a transfer, that discretion is presumed bona fide. The presumption is displaced only by affirmative proof that the refusal was arbitrary, corrupt, capricious, oppressive, or otherwise mala fide. Although defects in some transfer deeds were alleged, the refusal was also grounded in the directors&#039; disapproval of the transferees under the articles. On the evidence, no improper motive, misuse of fiduciary position, or design to depress share value for personal gain was proved, so the contractual power under the articles remained effective and interference was unwarranted.</description>
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