ORDER :- The petitioner seeks to review the judgment of this Court dated 18-6-1970 on two grounds (1) that the sale of the shares in question is prohibited by the articles of association and (2) that the sale of the excessive shares than what is absolutely required to discharge the decree debt should be set aside. Before dealing with the merits of the petitioner's contention it is necessary to set out a few facts. There was a decree against the petitioner herein and in execution of that decree ten shares belonging to him in a private limited company were brought to sale. The actual amount outstanding under the decree on the date of sale was Rs. 5193-94. There was a sale of six shares for a sum of Rs. 9,000/- to the son of the decree-holder. The said sale was challenged by the petitioner on three grounds (1) that the value fetched by the shares in auction is too low having regard to the real value worth of the shares, (2) the sale of six shares was not justified and the decree amount could have been realised by the sale of four shares for Rs. 6,000/- and that the sale of two shares in excess was not warranted and (3) the purchase by the decree-holder's son was at the instance of the decree-holder and that as such the sale without leave to bid and set off obtained from the Court is invalid in law. At the time of the hearing of this appeal this Court felt that there is no substance in the first and third contentions. As regards the second contention that there has been an excessive execution by the sale of six shares instead of four, it was found that the executing Court had ordered the sale of six shares because the purchaser had with him a sum of Rs. 9,000/-. That reason was found unacceptable and this Court held that there has been in fact an excessive execution. But this Court was not inclined to set aside the sale even in part for the reason that the entire amount realised by the sale of six shares had been distributed among the various attaching decree-holders and that no portion of the sale proceeds was available in Court. As already stated this review petition has been filed raising two grounds (1) that an important question of law has not been placed before this Court at the stage of the hearing of the appeal and (2) that the petitioner has since deposited the value of all the shares sold so that this Court can set aside the sale at least so far as it relates to the said two shares excessively sold.

2. As regards the first contention, it is pointed out that the nature of the shares is such that they cannot be sold to any one other than a share-holder and that the sale of six shares to the decree-holder's son who is not a share-holder of the company is invalid. Reference is made to Arts. 2 (c), 9 to 11 and 13 to 15 of the Articles of Association and it is contended that there is a complete prohibition of the transfer of the company's shares to outsiders not acceptable to the directors and that the directors may refuse to recognise the transfer and to register the same in the books of the company at their discretion. It is true the above articles impose stringent restrictions on the transfer of shares by a shareholder and discretion is given to the directors to recognise or not the transfers effected by a share-holder. But the existence of these restrictions will not at all affect the sale of the shares in execution of a decree of Court. Whether the Court auction purchaser will be able to have the transfer recognised by the directors or not is not a question with which the Court is concerned. The only question to be decided is as to whether the judgment debtor had any saleable interest in the shares in question. The mere existence of certain restrictions on the registration of the shares transferred will not affect the ownership of the shares. It is well established that the transfer of interest in the shares from the transferor to the transferee is independent of the requirement of its registration for purposes of Companie

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