1. The judgment of the court was delivered by Radhakrishna Menon, J.- These appeals are not only important to the parties involved in them but they raise several questions of general importance relating to the power of the appellant company, a public limited company, to alter its articles and especially its power to introduce a new article, the effect of which is to empower it to refuse to recognise transfer of shares which it could not have refused under the articles as they stood at the time of transfer as the transfer was prior to the alteration.

2. Facts relevant and requisite to dispose of the disputes can briefly be stated thus: The petitions from which the appeals arise are petitions under S.155 of The Companies Act (for short the Act) for rectification of the share register; some of them filed at the instance of the transferors and some at the instance of the transferees, of the equity shares of Mathrubhumi Printing and Publishing Company Ltd. (for short the Company), a company registered as a public company limited by shares. The transferees lodged the share transfer applications with the Company for registration of transfers of 455 shares. The transferees are public limited companies, wholly owned subsidiaries of M/s Bennet Coalman and Company Ltd. which publish the Times of India group of publications. The transferee companies, before the expiry of the statutory period of two months contemplated under the Companies Act to register the transfer, filed the above Company Petitions for rectification of share register mainly on the ground of unnecessary delay in entering the register the fact of the transferees having become members. They also moved the learned Single Judge with a separate application for the issue of interim injunction restraining the appellant from holding the extraordinary general meeting scheduled to be held on 13th March 1989 for amending the Articles of Association of the company by the inclusion of Art.17. The petition for interim injunction was opposed by the appellant. The learned Single Judge by order dated 10th March 1939 rejected the interim application holding that the extraordinary general meeting could be held, but any decision that would be taken at the said meeting or any decision the Board of Directors would take, should be subject to the final orders in the Company Petition. The extraordinary general meeting was held on 13th March 1989 as per schedule. The transferee company's Executive Director Sri. P. R. Krishnamoorthy, Dr. Ram S. Tarneja, Managing Director of the Dharmayug Investments Ltd., one of the petitioners, and other executives of the various companies also participated in the proceedings of the said extraordinary general meeting. They participated as the power holders of the transferors. Art.17 of the Articles of Association was inserted by Special Resolution passed at the said Extraordinary General Meeting. Art.17 reads:

"Article 17. The Board shall have the right in its absolute discretion and without assigning any reasons, to decline to register the. transfer of any equity share in the company, whether fully paid up or not, to a person or persons whether individuals, companies or otherwise, who in the opinion of the Board, would not be desirable or whose association with the company may be detrimental to the interests of the company or may affect the laudable objects of the company or who alone or with others may have other competing business".

3. The Board of Directors of the appellant company thereafter at its meeting held on 20th March 1989 declined to register the transfers on various grounds such as: Non compliance of the statutory provisions of S.108, nonpayment of transfer fee and also on the ground that the transferees are companies who are not desirable to be included in the membership of the company as they were competitors to the appellant company.

4. The respondents in these appeals who are the petitioners in the company petitions, filed amendment petition