JUDGMENT

Nanavati, J.

1. 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 High Court of Patna.

3. The Maghadh Stock Exchange Association (hereinafter referred to as MSEA) is registered as a Company under Section 25 of the Companies Act (hereinafter referred to as the Act). It is a Company limited by guarantee and not having a share capital. Appellant, Narendera Kumar Agarwal, lodged with MSEA on 9-2-1989 an instrument of transfer/nomination for transferring his interest as a member in the Company in favour of Respondent 1, Smt Saroj Maloo. On 10-8-1989 she was informed by MSEA that transfer of membership by nomination in her favour was not possible in absence of any provision to that effect in its Articles of Association. Aggrieved by the refusal Smt Saroj Maloo filed an appeal under Section 111 of the Act to the Company Law Board (hereinafter referred to as the Board). The stand taken by MSEA before the Board was that in the Articles of Association there was no provision regarding nomination of membership leading to transfer of th