Judgment :- RAJAMANNAR, C.J. This appeal relates to the affairs of a company incorporated under the Indian Companies Act called the Hindustan Investment and Financial Trust Ltd., Madras. The managing director of the company convened the annual general meeting of the company for 31st December, 1950, by notice dated 14th December, 1950. On 26th December, 1950, one Mrs. Ananthalakshmi Ammal, a shareholder of the company, who is the appellant before us, filed an application (No. 4988 of 1950) on the original side of this Court for the appointment of an independent chairman to hold an conduct the annual general meeting to be held on 31st December, 1950, with power to scrutinize all the proxies and record the proceedings the meeting. The application first came up before the Judge sitting in the Christmas vacation (one of us, Somasundaram, J.) who made as interim order on 27th December, 1950, adjourning the meeting to 28th January, 1951, and posting the application for final disposal after reopening of the Court. The application itself was eventually disposed of on 16th January, 1951, by Krishnaswami Nayudu, J., who appointed an advocate of this Court to preside over the annual general meeting to be held on 28th January, 1951, with power to scrutinise the proxies. On the same day the managing directors on behalf of the company file an application (No. 190 of 1951) praying that the meeting scheduled to take place on 28th January, 1951, should be adjourned to a convenient date after the disposal of an application which he had taken out for committing one Mr. Ramachandran, the son of the appellant, for contempt of Court. The ground on which the adjournment was sought was that the said Mr. Ramachandran had issued as circular containing false and defamatory allegations against him to which he could not reply pending the disposal of the application for contempt. This application was opposed. Evidently the learned Judge, when this application first came up, considered that this reason was not adequate enough to justify an adjournment of the meeting. Therefore time was taken for filing a further affidavit and the managing director filed subsequently on 22nd January, 1951, a further affidavit in which he gave an additional reason, namely, that the shareholders should be informed of the fact that the Court had appointed an independent chairman to preside over the meeting. Therefore time was taken for filing a further affidavit and the managing director filed subsequently on 22nd January, 1951, a further affidavit in which he gave an additional reason, namely, that the shareholders should be informed of the fact that the Court had appointed an independent chairman to preside over the meeting. The application was heard and disposed of finally by Krishnaswami Nayudu, J., on 24th January, 1951. The learned Judge was not satisfied that the first of the reasons, namely, the issue of a circular by Mr. Ramachandran was sufficient to grant an adjournment of the meeting. The learned Judge, however, considered that the second reason which had been subsequently put forward in the further affidavit was more substantial. He thought that the shareholder must be given due notice of the appointment of an independent chairman by the Court. He thought it better to issue fresh notice giving 14 days time, intimating that a chairman had been appointed to preside over the meeting with power to scrutinize the proxies. Objection was taken on behalf of the appellant before us that the Court had no power to adjourn the meeting, but this was overruled. It was then pointed out on her behalf that prejudice is likely to be caused by reason of the possibility of new shareholders who had registered themselves within two months from the date of the meeting would also be entitled to vote. Otherwise, only those shareholders who were on the list of shareholders two months prior to the original date of the meeting, namely, 31st December 1950, would be entitled to partake and vote at the meeting. Otherwise, only those shareholders who were on the list of shareholders two months prior to the original date of the meeting, namely, 31st December 1950, would be entitled to partake and vote at the meeting. This result was a direct consequence of Article 48 of the Articles of Association of the company which is in the following terms :- "No member shall be entitled to vote nor be reckoned in a quorum when his name has not been in the register for a continuous period of two months immediately preceding the date of the meeting nor whilst any call or other sums shall be due and payable to the company in respect of any of the shares of such member" * The learned Judge appears to have been impressed with this aspect and observed :- "This could be avoided if it is made clear that only those shareholders who are on the list of shareholders prior to two months of the adjourned date of the meeting, viz., 28th January, 1951, that is, all shareholders who are on the list of shareholders as on the 28th November, 1950, will alone be entitled to participate and vote at the meeting" * It was urged on behalf of the appellant that the relevant date would be 31st October, 1950, but the learned Judge held that as the meeting had been adjourned by the Court to 28th January, 1951, that should be the material date. On behalf of the managing director, it was contended that having regard to the provisions of Section 79(1) (e) of the Indian Companies Act (hereinafter referred to as the Act) there could be no such discrimination among the shareholders and that all shareholders would be entitled to take part whether their names have been in the list for two months prior to the date of the meeting or not. The learned Judge was of the opinion that it was not open to the company to go behind the articles of association; but he thought it was not necessary for the purpose of the application to give any finding on the question. In the end he directed the meeting scheduled to take place on 28th January, 1951, to be adjourned to 11th February, 1951, and directed that such shareholders as were on the list of shareholders on the 28th November, 1950, shall alone be entitled to vote at the meeting. In the end he directed the meeting scheduled to take place on 28th January, 1951, to be adjourned to 11th February, 1951, and directed that such shareholders as were on the list of shareholders on the 28th November, 1950, shall alone be entitled to vote at the meeting. Against this order the managing director filed an appeal (O.S.A. No. 12 of 1951) and an application for stay of the operations of the order pending the appeal on 9th February, 1951. The application for stay was urgently moved before us on the same day, but we refused to grant interim stay and only directed notice to the other side. Meanwhile, the managing director had also filed an application for review of the order of 24th January, 1951 (No. 572 of 1951). The ground on which review was sought was that the order of the learned Judge was inconsistent with Section 79(1) (e) of the Act, and there was an error apparent on the face of the record. This application was taken up and disposed of on the same day on which we refused to grant interim stay. The learned Judge came to the conclusion that in view of the clear language of Section 79 (1) (e) of the Act, the order passed by him on 24th January, 1951, was in error and therefore the application was sustainable under Order 47, rule 1, of the Civil Procedure Code. He held that all the shareholders who were on the register on the date of the meeting would be entitled to take part and vote at the meeting. As the shareholders who would have come into the list after 28th November, 1950, could not have had notice of the meeting because of his prior order of the 24th January, 1951, the learned Judge held that it was necessary to adjourn the meeting, which he did to 4th March, 1951. It is against this order Mrs. Ananthalakshmi Ammal, the shareholder, has filed the above appealA preliminary objection was taken on behalf of the company by its managing director, that the appeal was not maintainable, as the conditions of Order 47, rule 7, of the Civil Procedure Code were not fulfilled. It is against this order Mrs. Ananthalakshmi Ammal, the shareholder, has filed the above appealA preliminary objection was taken on behalf of the company by its managing director, that the appeal was not maintainable, as the conditions of Order 47, rule 7, of the Civil Procedure Code were not fulfilled. According to that rule, an order granting an application of review could be objected only on the ground that the order was in contravention of the provisions of rule 2 or rule 4 or that the application for review was barred by limitation and there was no sufficient cause. This objection, though very plausible and has some support in decided cases, does not appear to is to be invulnerable. An appeal would lie on the ground that an order granting review was in contravention of the provisions of rule 4. Rule 4(1) says that, "Where it appears to the Court that there is not sufficient ground for a review it shall reject the application" So if the Court does not reject the application where there is no sufficient ground for review but grants the application, then it contravenes rule 4. We do not see any justification for construing "rule 4" in rule 7(1) (b) as confined to rule 4(2). But we do not think it necessary to finally decide this question, because even assuming that an order permitting a review, that is to say, allowing the case to be reopened, is not by itself appealable, there is nothing to prevent an appeal being filed against the final order passed after a reconsideration. That order on review can be attacked on the merits in an appeal : see Govinda Chetti v. Rangammal On the merits we are of opinion that the learned Judge ought to have dismissed Application No. 190 of 1951. We agree with the learned Judge that there was nothing in the first reason given by the applicant therein, namely, the Managing Director, for adjourning the meeting scheduled to take place on the 28th January, 1951. We are further of opinion that there is equally nothing of substance in the second reason too which was clearly in the nature of an afterthought and which had not been assigned in the affidavit originally filed along with the application. We are further of opinion that there is equally nothing of substance in the second reason too which was clearly in the nature of an afterthought and which had not been assigned in the affidavit originally filed along with the application. With respect to the learned Judge, we are unable to imagine why the shareholders must be given due notice of the fact that the court had appointed an independent chairman before they could take part in the meeting. The appointment of an independent chairman does not affect their rights in any manner cannot have any possible effect on the way in which they should cast their votes. The meeting must of course have a chairman and it does not matter in the least to the shareholders, if the chairman happens to be a chairman appointed by this Court. It is most undesirable that the meeting fixed for a particular date should be adjourned on this insubstantial ground, especially when strong objection was taken to an adjournment. The learned Judge, in our opinion, erred in granting the application for adjournmentIt is impossible, however, to set that right now. The date originally fixed for the meeting has expired and still the meeting has not been held. It therefore becomes necessary to deal with the point specifically raised in the review application, namely, the effect of Section 79 (1) (e) of the Indian companies Act. Counsel were unable to cite any decision, bearing on the point. The learned Judge has made a reference to a passage from the Select Committee Report, but we think that out decision should depend entirely on the construction of the language of the enactment. We are of opinion that Section 79 (1) (e) of the Act must override any provision made in the articles of the company and therefore Article 48 also. If a shareholder's name is entered in the register of shareholders of the company, he cannot be prevented from enjoying the right to vote on the ground that this name has not been on the register for any specified time. It was contended by Mr. Venkatarama Aiyar that there is not discrimination really between the shareholders, because every shareholder is subject to the same disability, namely, that he has no right to vote till after the expiry of two months from the time his name is entered in the register of shareholders. It was contended by Mr. Venkatarama Aiyar that there is not discrimination really between the shareholders, because every shareholder is subject to the same disability, namely, that he has no right to vote till after the expiry of two months from the time his name is entered in the register of shareholders. We do not agree, because logically that would mean that there could be as article to the effect that additional qualifications should be satisfied before a shareholder can exercise his right to votes. We are inclined to think that this provision which was inserted by the amending Act of 1936 was designed to prevent the denial to shareholders duly brought on the register of the full exercise of their rights as shareholders which would include the right to vote Now, what is the position ? The annual general meeting was originally called for 31st December, 1950. It was thereafter adjourned to 28th January, 1951, by the court and it not contended before us that the court had no power to adjourn the meeting. The meeting so adjourned had not till now been held but is being adjourned from time to time. Now, Article 26 of the Articles of Association of the company provides that the transfer books of the company shall be closed during 14 days immediately preceding the ordinary general meeting in each year. Presumably therefore, the transfer books must have been closed on and from the 17th December, 1950. The meeting convened for the 31st was adjourned on the 27th December to 28th January, 1951, and thereafter to subsequent dates. But the meeting nevertheless is, in our opinion, the meeting originally convened for the 31st December, 1950, which however is being adjourned from time to time. If the meeting had been held on the 31st December, 1950, as originally convened, then those persons who were entered in the list of shareholders as on 17th December, 1950, would alone have been entitled to take part and vote at the meeting. We think it neither legal nor equitable that merely because of adjournments due to the action of one party or the other, there should be any prejudice to the entire body of shareholders as on the material date namely, 17th December, 1950. We think it neither legal nor equitable that merely because of adjournments due to the action of one party or the other, there should be any prejudice to the entire body of shareholders as on the material date namely, 17th December, 1950. We therefore hold that only such of the shareholders who were entered in the list of shareholders on 17th December, 1950, would be entitled to vote at the meeting to be held on the adjourned date. This direction does not in any way contravene the provisions of Section 79 (1)(e) of the ActThe appeal is allowed. The order of the learned Judge is set aside and there will be an order adjourning the meeting to 1st April, 1951, with a direction that only those shareholders whose names are found entered in the register of shareholders as on 17th December, 1950, will be entitled to take part and vote at that meeting. There will be no order as to costs Appeal allowed.