P. B. MUKHARJI, J.

( 1 ) THIS appeal questions the refusal by the Board of Directors of the Defendant Western India Theatres Ltd. to register certain shares transferred by defendant Shantaram Raghurao Hemmad in favour of the plaintiff Babulal Choukhani. Two essential points arise for determination in this appeal. The first point relates to the construction of the Articles of Association restricting the right of transfer and limiting such transfer by certain conditions mentioned in the Articles. The second point raises the question of proper exercise of such power by the Directors under those Articles and how far and to what extent the Director's decision in this respect is reviewable by the Courts.

( 2 ) THE plaintiff's case briefly is that he obtained shares of the face Value of Rs. 5,00,000/- in the defendant company bearing Nos. 30057 to 35056 together with blank transfer deed duly executed and completed and transferred by the defendant Hemmad. The transfer was made on or about the 27th April 1950 and is said to be for the consideration of debts owed by defendant Hemmad to plaintiff Choukhani. It is the plaintiff's case in the plaint that Hemmad executed the relevant transfer

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