Abdul Kadir Sulaiman JCA:

This appeal centres around the interpretation of art. 21 of the first respondent's Memorandum and Articles of Association. The said Article states as follows:

21. The right of members to transfer their shares shall be restricted as follows:

(a)A share may be transferred by a member or other person entitled to transfer to any member selected by the transferor; but save as aforesaid, and save as provided by sub-clause (f) and (g) hereof, no share shall be transferred to a person who is not a member so long as any member or any person selected by the directors as one whom it is desirable in the interests of the Company to admit to membership, is willing to purchase the same at a fair value.

(b)Except where the transfer is made pursuant to sub-clauses (f) and (g) hereof, the person proposing to transfer any share (hereinafter called "the proposing transferor") shall give notice in writing to the Company (hereinafter called "transfer notice") that he desires to transfer the same. Such notice shall specify the sum he fixes as the fair value, and shall constitute the Company his agent for the sale to any member of the Company (or person selected as afore