V. Dutta Gyani, C. J. (Acting)- This misc appeal under Order 43 Rule 1 (r) CPC arises out of order dated 30th September, 1997 passed by Civil Judge Senior Division, Dibrugarh in Misc (J) Case No31 of 1997 connected with Title Suit No.50 of 1997, thereby vacating the exparte injunction granted on 14.8.97. Aggrieved by the same, the plaintiffs have preferred this appeal. The subject matter of dispute between the parties is transfer of shares. 2. Plaintiff appellants filed a suit seeking a declaratory decree to the effect that they have a right to purchase the shares of defendant-respondent Nos. 1 to 10 and proforma-respondent No. 13 as per resolutions adopted in the extra-ordinary general meeting of the company held on 15,5.97, A permanent injunction seeking to restrain the respondent Nos. 1 to _10 from selling their shares to respondent No. l1 and 12 or any other person without sanction of the Board of Directors and in violation of Articles of Association of the company was also sought and prayed for. The plaintiffs also prayed for an ad-interim injunction. The trial Court by its order dated 14.8.97 granted an exparte ad-interim injunction but the same was vacated by the impugned order. Hence this appeal. 3. Mr. Gogoi learned counsel appearing for the appellant having taken us through the pleadings of the parties, the Articles of Association, the minutes of the extra-ordinary meeting dated 15.5.97 and the resolutions passed therein has raised the following points; That the trial Court-erred in law as well as in fact in discharging the exparte injunction order granted on 14.8.97. While doing so, the learned Judge of the trial Court was palpably wrong in holding that the resolutions passed at the extra­ordinary general meeting held on 15.5.97 did not confer any rights in favour of the plaintiff. According to him this finding recorded by the trial Court is ex-facie not tenable in law. Distinguishing the case relied upon by the trial Court it was urged that the same was not attracted to the instant case. Referring to various provisions of the Articles of Association, particularly Article 41,41 (a) and 41 (e), he submitted that the trial Court should have been held that the defendants were under an obligation to perform their duty in law as per resolution dated 15.5.97. Referring to various provisions of the Articles of Association, particularly Article 41,41 (a) and 41 (e), he submitted that the trial Court should have been held that the defendants were under an obligation to perform their duty in law as per resolution dated 15.5.97. Explaining the meaning and scope of prima facie case he also pointed out with reference to the impugned order that the trial Court erred in law in pre-judging the suit. 4. Mr. AK Bhattacharyy a, learned senior counsel appearing for the respondent Nos. 1-9, while supporting the impugned order, submitted that the order being discretionary one and the same having been properly exercised, this Court should not interfere with the impugned order, more so, in face of the fact that the matter of transfer of shares is pending before the Company Law Board. In the course of b: nt he has taken us through the relevant provisions of the Company of Association and highlighted the fault committed by the plaintiff appellant it taking necessary steps under clause" 41 (a), the selling members could lawfu *,sort to clause 41 (e) to negotiate their sale ,tf shares to any person, at any price ana \ transfer shall have to be compulsorily regisC.^6*1 bv me company. Learned coua ppearing for other parties, respondent No,lv? have supported ^e argument ao ^ed by Mr. Bhattacharyya. Before proceeding to rfeal with the Contentions submissions as made and advanced at the Bar, it would not ^ace to n Certain salient findings of fact arrived at b>' the trial Court. 5. True it a proposition of law, as rightly argued by the appellants' counsel, that in a suit for declaration of title, the Court has power, under Order 39 Rules 1 and 2 or even under section 151 CPC, to grant ad-interim injunction. Placing strong reliance on Dalpat Kumar vs. Prahlad Singh, (1992) 1SCC 719, it was urged that all that the plaintiff-appellant was required to show that a substantial question had been raised bonaflde, by him in the suit which required to be adjudicated upon but the trial Court erroneously confused it with title and held that the plaintiff had no prima facie case. 6. Of course, the Supreme Court has held in Dalpat Kumar (supra) that 'prima facie' case is not be confused with prima facie title. 6. Of course, the Supreme Court has held in Dalpat Kumar (supra) that 'prima facie' case is not be confused with prima facie title. Look "at the facts in Dalpat Kumar as noted by the Supreme Court: 'The fourth round of litigation was started by the respondent in filing the present suit on December 7,1988 pleading, that the first appellant being his counsel played fraud on him, in paragraphs 9 and 10, the details of which are not material for the purpose of this case. He also sought for an interim injunction from dispossession. In the meanwhile a part of the property, namely, shops were obtained symbolical possession by the first appellant. The trial Court by order dated November 3, 1990 dismissed the application. On appeal, the High Court in Misc Appeal Nos.498 of 1990 and 501 of 1990 by the impugned order dated February 26, 1991 allowed the applications and granted ad-interim injunction restraining the appellants from taking possession of the residential portion." 7. Having explained, the meaning of 'prima facie case', 'irreparable injury' and 'balance of convenience' the Supreme Court held that: "Undoubtedly, in a suit seeking to set aside the decree, the subject matter in the earlier suit, though became final, the Court would in an appropriate case grant ad-interim injunction when the party seeks to set aside the decree on the ground of fraud pleaded in the suit or for want of jurisdiction in the Court which passed the decree." 8. It .would not be out of place to note that the Supreme Court has also pointed out that while granting or refusing to grant injunction, the Court - "... should exercise sound judicial discretion to find the amount of substantial mischief or injury which is likely to be caused to the parties, if the injunction is refused and compared it with that which is likely to be caused to the other side if the injunction is granted. If on weighing competing possibilities or probabilities of likelihood of injury and if the Court considers that pending the suit, the subject matter should be maintained in status quo, an injunction would be issued. If on weighing competing possibilities or probabilities of likelihood of injury and if the Court considers that pending the suit, the subject matter should be maintained in status quo, an injunction would be issued. Thus the Court has to exercise its sound judicial discretion in granting or refusing to relief of ad-interim injunction pending the suit." -and having found that the High Court without adverting to any of the material circumstances as noted by the Apex Court held that the High Court committed manifest error of law and allowed the appeal, set aside the High Court's order and affirmed that of the trial Court. In doing so, the Supreme Court also pointed out that the phrases 'prima facie case', 'balance of convenience', 'irreparable loss' are not rhetoric phrases for incantation, but words of width and elasticity, to meet myriad situations presented by men's ingenuity in given facts and circumstances, but always is hedged with sound exercise of judicial discretion to meet the ends of justice. The plaintiff appellants who are Directors of the tea company had prayed for the following reliefs : "(1) Declaration that the plaintiffs have right to the shares described below of the defendant Nos. 1 to 10 in the proforma defendant No.13 as sanctioned by the resolution unanimously adopted in the extra-ordinary general meeting of the company held on 15.5.97 for the purpose. (2) Permanent injunction restraining the defendant Nos. 1 to 10 from selling their share to the defendant Nos. 11 and 12 or anybody else, without due sanction by resolution of the Board of Directors at a meeting and in violation of the Memorandum of the Association of the company. (3) Costs of the suit. (4) Any other relief to which the plaintiffs are entitled to in law and equity." 9. Apparently it is a dispute to shares held by the defendant-respondent Nos. 1 to 10 and the plaintiff-appellants' claim and case is essentially based on the resolution unanimously adopted in the extra-ordinary general meeting of the company held on 15.5.97 as per Document No.2 filed along with the plaint. Apparently it is a dispute to shares held by the defendant-respondent Nos. 1 to 10 and the plaintiff-appellants' claim and case is essentially based on the resolution unanimously adopted in the extra-ordinary general meeting of the company held on 15.5.97 as per Document No.2 filed along with the plaint. The other limb of argument advanced by the appellant's counsel is that the defendant-respondent Nos 1 to 10 being the signatories to the unanimous resolution dated 15.5.97, they should be deemed to have waived their right to proceed under clause 41 (e) of the Articles of Association, even on assumption that there was default on the part of the plaintiff-appellants under clause 41 (a). 10. Mr. Bhattacharyya, learned senior counsel appearing for the respondents pointed out several irregularities and infirmities in the aforesaid resolution dated 15.5.97 and submitted that it does not create or confer any rights on the plaintiff-appellant, there could be no question of waiver or acquiescence. We are not at this stage going into the irregularities and infirmities as pointed out by the learned counsel but taking the resolution on its face value consider the question whether the trial Court was in error in fact in discharging the interim order of injunction and that necessarily takes us to the nature of the suit praying for declaratory reliefs, as noted above, with consequential relief of permanent injunction. 11. Sections 34 and 38 of the Specific Relief Act, 1963 govern the declaratory decrees and perpetual injunction. Section 34 reads as follows : "34. Discretion of Court as declaration of status or right- Any person entitled to any legal character, or to any right as to any property, may institute a suit against any person denying, or interested to deny, his title to such character or right, and the Court may in its discretion make therein a declaration that he is so entitled, and the plaintiff need not in such suit ask for any further relief : Provided that no Court shall make any such declaration where the plaintiff, being able to seek further relief than a mere declaration of title omits to do so." 12. On mere reading of the above section it would be gain said that the relief is purely discretionary and in the instant case reading the plaint as it is, any further relief, such as, perpetual injunction sought by the plaintiff-appellants, is dependent upon the declaratory decree as prayed for by them. As specific relief of perpetual injunction under section 38 of the Act can be granted on principle of breach of an obligation existing in favour of the plaintiff either expressly or by implications. This obligation is defined under section 2 (a) as -"obligation includes every duty enforceable by law." 13. We are dealing with a case of transfer of shares. Shares once allotted become the asset of the share-holders and this allotted shares are separate property rights belonging to the share-holders and what is connotated by allotment of shares when a person acquires an unconditional right to be included in the Company Share Register and the allotment confers the right to be registered and registration confers title. Without registration an allottee is neither the legal holder of the allotted shares nor a member of the company. Shares have an economic and investment establishment income and capital rights and the control to right to vote which make up the property rights calls a share. Generally speaking, transfer by way of sell is an ordinary incident of share provided of course the requisite conditions are gone through and obtained and it is governed by the Articles of Association. Since the entire case of the plaintiff-appellant is based on the resolution, even according to them the right to purchase shares held by the defendant Nos. 1 to 10 flows from this resolution. It is necessarily takes us to clause 41 of the Articles of Association which provides for transfer of shares. Clause41 (a) to 41 (e) of the Articles of Association regulate transfer of shares by way of sell. It is only on the following of procedure as laid down in clause 41 (a) that the subsequent provisions made for transfer comes into play. Clause 41 (e) conies into play only when there is failure on the part of the Board of Directors to take necessary steps inviting offers from other member share-holders within 4 days of receipt of transfer notice as contemplated by clause 41 (a) of the Articles of Association. Clause 41 (e) conies into play only when there is failure on the part of the Board of Directors to take necessary steps inviting offers from other member share-holders within 4 days of receipt of transfer notice as contemplated by clause 41 (a) of the Articles of Association. The clause enjoins : "The Board of Directors shall within 4 days of the receipt of the Transfer Notice' simultaneously forward under Registered Post to every member (accepting the "Selling Member" but including the Directors) a true copy of the Transfer Notice'. 14. Admittedly, it has not been done, that is why they fall back on the resolution invoking the doctrine of waiver and acquiescence. 15. The trial Court following the principle enunciated in AIR 1992 SC 453 , VB Rangraj vs. VB Gopal Krishnan, held that the aforesaid resolution dated 15.5.97 not being in accord with the Articles of Association of the company, could not acted upon. It was urged by the appellant's counsel that the judgment is not applicable and attracted to the facts, of the present case inasmuch as no restriction is sought to be placed by the aforesaid resolution. The ratio of Rangraj (supra) is that a share-holder's right to transfer of share is only subject to restriction if any contained in the Articles of Association of the company. It was found as a fact and held by the Supreme Court that the agreement imposed an additional restriction on the member's right to transfer his shares which was contrary to Article 13 of the Articles of Association therefore not binding either on the share holder or the company. 16. In the instant case, the resolution dated 15.5.97 is sought to the enforced not as a restriction but by invoking the doctrine of waiver. Whether restriction or waiver, the fact remains that is not in accord with Articles of Association particularly Article 41, which provides for and deals with transfer of shares. The very fact that the doctrine of waiver is pressed into service by the plaintiff appellants establishes default on their part, and accrual of right in favour of the defendant respondent Nos. 1 to 9. 17. Waiver means a renunciation or abandonment of a claim or remedy or the immunity, it can be done either expressly or impliedly by taking no action to enforce the claim to the knowledge that enforcement is competent. 18. 1 to 9. 17. Waiver means a renunciation or abandonment of a claim or remedy or the immunity, it can be done either expressly or impliedly by taking no action to enforce the claim to the knowledge that enforcement is competent. 18. Now, can it be said on the basis of the resolution that the respondents waived their rights which accrued to them under clause (e) of Article 41? It was argued that what accrued was a right of negotiation with any person including the plaintiff appellants. Is not the freedom of negotiation curtailed and restricted by introducing and projecting the resolution dated 15.5.97? Without going into the irregularities in calling the extra ordinary general meeting and the manner in which the resolution was passed on 15.5.97, as highlighted by the respondents, and taking the plaintiff-appellants case as pleaded in paragraphs 10 to 14, of the plaint, what they claim is contained in paragraph 15, reproduced below : "15. That the above action of the defendant Nos. l to 10 is against the said resolution of the extra-ordinary general meeting held on 15.5.1997 and flagrant breach of agreement arrived at there besides gross violation of Article 41(b) of the Memorandum of Association. The plaintiffs are entitled to protection by way of permanent injunction against the defendant Nos. 1 to 10 from selling their shares to the defendant Nos. 11 and 12 or anybody else without the sanction by resolution of the Board of Directors at a meeting and in violation of the Memorandum of Association of the company." 19. It is pertinent to note that although the plaintiff-appellants had pleaded all the essential ingredients (see sub-para 3 of paragraph 16 of the plaint) as required for specific performance of an agreement, they have not come out with a case for specific performance of agreement. What they pray is a declaration of their right to the shares held by defendant respondent Nos. 1 to 10 as per resolution dated 15.5.97. The relief of permanent injunction is claimed on the basis of the resolution and the alleged violation of the resolution and Article 41 (b) of the Memorandum of Association. 20. Although it was vehemently argued and an attempt was made to distinguish the case from Rangarajan (supra) by. 1 to 10 as per resolution dated 15.5.97. The relief of permanent injunction is claimed on the basis of the resolution and the alleged violation of the resolution and Article 41 (b) of the Memorandum of Association. 20. Although it was vehemently argued and an attempt was made to distinguish the case from Rangarajan (supra) by. saying that no restriction was sought to be enforced in the present case, therefore, Rangarajan is not attracted to the facts of the present case. Now this is nothing but drawing a distinction without there being any real difference. The agreement is introduced, and it is on the basis of agreement that the injunction is sought without claiming specific performance of agreement. But merely praying a declaratory decree to the effect that the plaintiff-appellant are entitled to purchase the share held by defendant respondent Nos. 1 to 10 - this in effect means curtailment of the shareholder's right to transfer of share beyond the scope and purview of Memorandum of Association. Article 41 of the Memorandum of Association provides a complete scheme of transfer of shares. It is not only Rangarajan (supra), but is almost the sustained view in all decided cases by the Supreme Court that the power restricting transfer and refusing restriction can be exercised only in the manner specified within the framework of the Articles of Association. Referring to some earlier judgments - Smith, Knight & Co. Re Weston's case, (1868) 4 Ch App 20:19 LT 337; National Provincial Marine Insurance Co. Re Gilbert's case, (1870) 5 Ch App559:23LT341; Moffat vs. Farquhar, (1878) 7 Ch D. 591: 38 LT 18; Cawley & Co. Re (1889) 42 Ch. D 209 (CA): 61 LT 601; Discoverers Finance Corpn Ltd. Re Lindlar's case, (1910) 1 Ch D 312: 102 LT 150; Sadashiv vs. Gandhi Sewa Samaj, AIR 1958 Bom 247 :60 Bom LR 97; The Supreme Court in Luxmi Tea Co Ltd vs. Pradip Kumar Sarkar, 1989 Supp (2) SCC 656 held that: "... a shareholder has right to transfer his share. a shareholder has right to transfer his share. Correspondingly, in the absence of any impediment in this behalf the transferee of a share, in order to enable him to exercise the rights of a shareholder as against the company and third parties, which is not possible until the transfer is registered in the company's register, is entitled to have a rectification of the share register of the company by inserting his name therein as a registered shareholder of the share transferred to him. To have such rectification carried out is the right of the transferee and can be defeated by the company or its Directors only in pursuance of some power vested in them in this behalf. Such power has to be specified and provided for. It may even be residuary but in that case too it should be provided for and traceable either in the Act or the Articles of Association. Even if the power of refusal is so specified and provided for the registration of a transferred share cannot be refused arbitrarily or for any collateral purpose, and can by refused only for a bonafide reason in the interest of the company and the general interest of the shareholders. If neither a specific nor residuary power or refusal has been so provided, such power cannot be exercised on the basis of the so called undeclared inherent power to refuse registration on the ground that the company or its Directors take the view that in the interest of the company and the general interest of the shareholders, registration of the transfer of shares should be refused. What has been stated in text books and decided cases regarding company's residuary implied or incidental powers is calculated to accomplish the objects, the corporate purpose of corporate existence of the corporation. Refusal to register the transfer of a share obviously does not fall in this category. The objects or purposes for which a company is created should be distinguished from the powers which it can exercise. So far as refusal to register the transfer of a share is concerned it is almost the consistent view in decided cases that the power has to be specified and within the framework of the said specification. There is no inherent power in this behalf." (emphasis supplied). 21. So far as refusal to register the transfer of a share is concerned it is almost the consistent view in decided cases that the power has to be specified and within the framework of the said specification. There is no inherent power in this behalf." (emphasis supplied). 21. We are at the moment on the limited question of grant or refusal of interim injunction of the trial Court and whether the discretion exercised by the trial Court in discharging the exparte injunction was a sound exercise of discretion, As a principle, the appellate Court is slow in interfering with the discretionary orders passed by the subordinate Courts. More so, in cases where the discretion has been exercised in a sound manner. Referring to the concluding part of the penultimate paragraph of the impugned judgment, which reads as follows: "In view of the foregoing deliberations and the decisions so made, I have refrained from discussing any longer and at any further length each and every other submission made respectively by the parties on the issue finding the same to be redundant and superfluous. In the result, I do not find any plausible reason, to keep alive the exparte injunction dated 14.8.97 which was passed much after the relevant sale was completed on 4.7.97, not to speak of making the same absolute. Accordingly, the exparte injunction dated 14.8.97 stands vacated forthwith." It was strenuously urged that the trial Court while disposing of the application for interim injunction has virtually non-suited the plaintiff. It was in this context that Dalpat Kumar (supra) was cited for the meaning of 'prima facie case'. It is primarily for this reason that we have assiduously avoided commenting on the merits of the plaintiff's case and considered the resolution dated 15.5.97 on its face value without going into its criticism as made by the respondents'counsel. 22. It was in this context that Dalpat Kumar (supra) was cited for the meaning of 'prima facie case'. It is primarily for this reason that we have assiduously avoided commenting on the merits of the plaintiff's case and considered the resolution dated 15.5.97 on its face value without going into its criticism as made by the respondents'counsel. 22. Keeping aside for a while the vehement criticism made by the learned counsel for the respondents as regards irregularities that have gone into the passing of the resolution which is one of the main planks of the appellant's case and the arguments advanced in this appeal, it may be perfect in the legal sense that it does not contravene any provisions of law or Articles of Association and taking it in that light as has been observed by Bhagwati, J. as he then was, in Sheth Mohanlal Ganpatram vs. Shri Sayaji Jubilee Cotton and Jute Mills Co Ltd, (1964) 34 Comp Case 777 observed: "... that a resolution may be passed by the Directors which may be perfectly legal in the sense that it does not contravene any provision of law, and yet it may by oppressive to the minority shareholders or prejudicial to the interests of the company. Such a resolution can certainly be struck down by the Court under section 397 or 398 of the Companies Act, 1956. Equally a converse case can happen. A resolution may be passed by the Board of Directors which may, in the passing, contravene a provision of law, but it may be very much in the interests of the company and of the shareholders. Thereafter, it is observed as follows (at P.385). "Such a resolution may be attacked as invalid in a suit or other appropriate proceeding but not being oppressive to the minority share-holders or prejudicial to the interests of the company, it cannot be challenged in a petition under section 397 or 398.1 do not subscribe to the proposition that every action of the Directors which is in contravention of a provision of law must necessarily be prejudicial to the interests of the company. These two represent different angles of view and one may exist without the other." 23. In Bentley Stevens vs. Jones, (1974) 2 All ER 653, several irregularities in convening an extra-ordinary general meeting of the company were there at which the plaintiff Director was removed. These two represent different angles of view and one may exist without the other." 23. In Bentley Stevens vs. Jones, (1974) 2 All ER 653, several irregularities in convening an extra-ordinary general meeting of the company were there at which the plaintiff Director was removed. The Court held that it would not grant interlocutory injunction in respect of the irregularities which could be cured by going through the proper process. If, for example, the proceeding that followed the Board meeting were invalid because proper notice had not been given, the invalidity could be cured by the giving of a valid notice. An old judgment of the Chancery Court as has been pronounced by Lindley LJ in Browne vs. La Trinidad (1887) 37117 has been quoted with approval. 24. Now coming to the question of grant of injunction, the Supreme Court in Morgan Stanley Mutual Fund, (1994) 81 Comp Case 318 has laid down the following principle: "As a principle exparte injunctions could be granted only under exceptional circumstances. The factors which should weight with the Court in the grant of ex­parte injunctions are : (a) whether irreparable or serious mischief will ensue to the plaintiff; (b) whether the refusal of the exparte injunction would involve greater injustice than the grant of it would involve; (c) the Court will also consider the time at which the plaintiff first had notice of the act complained of so that the making of the improper order against a party in his absence is prevented; (d) the Court will consider whether the plaintiff had acquiesced for some time and in such circumstances it will pot grant the exparte injunction; (e) the Court would expect a party applying for exparte injunction to show utmost good faith in making the application; (f) even if granted, the exparte injunction would be for a limited period of time; and (g) general principles like prima facie case, balance of convenience and irreparable loss would also be considered by the Court." 25. In the matter of allotment of shares or the meeting of the Board of Directors, the following observations made in Morgan Stanley Mutual Fund have again been quoted with approval in Bloom Dekor Ltd & another vs. Subhash Himatlal Desai & others, (1995) 82 Comp Case 591: "Invariably suits are filed seeking to injunct either the allotment of shares or the meetings of the Board of Directors or again the meeting of the general body. The Court is approached at the last minute. Could an injunction be granted even without notice to the respondent which will cause immense hardship and administrative inconvenience? It may be sometimes difficult even to undo the damage done by such an interim order. Therefore, the Court must ensure that the plaintiff comes to the Court well in time so that notice may be served on the defendant and he may have his say before any interim order passed. The reasons set out in the preceding paragraphs of our judgment in relation to the factors which should weigh with the Court in the grant of exparte injunctions and the rulings of this Court must be borne in mind." 26. The rights of a share-holder are protected under the law and its transfer is governed by law and the Articles of Association. Although serious allegations have been made as regards the holding of Board's meeting and the passing of the resolution in pursuance to which the plaintiff appellants claimed a pre-emptive right to purchase shares invoking the feelings of emotional attachment in not allowing the shares to go out of the family fold, the matter is now before the Company Law Board, therefore, we would not like to comment any more on this aspect of the matter, at this appellate stage, it cannot be said that the discretion exercised by the Court below is so grossly erroneous as to call for interference at this stage. 27. This appeal for the foregoing reasons fails, it is accordingly dismissed with no order as to costs.