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    <title>2026 (8) TMI 734 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH, NEW DELHI</title>
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    <description>Pre-emptive share-transfer restrictions in a private company&#039;s Articles of Association required a transferring shareholder to notify the Board, which had to offer the shares to existing members at an agreed or auditor-certified fair value. Transfers by a Trust and individual shareholders to outsiders did not fall within the stated exceptions and bypassed notice, Board agency, member offer and valuation requirements. The restrictions applied equally to Trust-held and individually held shares, while objections and procedural non-compliance ruled out waiver or acquiescence. The transfers were void; the company must reverse them, rectify its registers and related records, and any resale must follow the prescribed pre-emptive process. Directors appointed solely through the cancelled transfers cease to hold office unless independently qualified.</description>
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    <pubDate>Wed, 05 Aug 2026 00:00:00 +0530</pubDate>
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      <description>Pre-emptive share-transfer restrictions in a private company&#039;s Articles of Association required a transferring shareholder to notify the Board, which had to offer the shares to existing members at an agreed or auditor-certified fair value. Transfers by a Trust and individual shareholders to outsiders did not fall within the stated exceptions and bypassed notice, Board agency, member offer and valuation requirements. The restrictions applied equally to Trust-held and individually held shares, while objections and procedural non-compliance ruled out waiver or acquiescence. The transfers were void; the company must reverse them, rectify its registers and related records, and any resale must follow the prescribed pre-emptive process. Directors appointed solely through the cancelled transfers cease to hold office unless independently qualified.</description>
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