Ujjal Bhuyan, J.:-- This is an appeal under Order XXXXIII Rule 1(r) of the Code of Civil Procedure, 1908, read with Section 104 of the said Code against the order dated 11.08.2014 passed by the learned Civil Judge, Jorhat in Misc. (J) Case No.32/2012 arising out of Title Suit No.47/2012 making the ad-interim injunction granted on 29.08.2012 absolute. 2. Respondent Nos.1 to 5 have instituted a suit in the Civil Court at Jorhat against the appellant where respondent Nos.8, 9, 10 and 11 have also been arrayed as defendants. In fact, appellant and respondent Nos.8 to 11 have been arrayed as defendant Nos.1 to 5 in the said Title Suit, which has been registered as Title Suit No.47/12, now pending adjudication before the Civil Court at Jorhat. The suit has been instituted primarily for declaring transfer of 2,21,230 shares of Rs.10 each, all fully paid up, of Barooah & Associates Ltd. (respondent No.8 herein and defendant No.2 in the suit) in favour of the appellant as illegal and null and void. 3. Case of the plaintiffs as projected in the plaint is that respondent No.8 is the flagship company of plaintiff No.1. Shares of respondent No.8 are listed in the Bombay Stock Exchange (BSE). Plaintiff No.5 is the Managing Director of respondent No.8 (company hereafter). Plaintiff No.1 was the driving force behind respondent No.8 and on his death, he has been substituted by respondent No.5. 4. Son of plaintiff No.1 Amit Barooah, at the time of his death, held 3,50,107 equity shares of Rs.10 each in the company. On his death, his mother, i.e., wife of plaintiff No.1 Usha Barooah inherited 1,16,702 of his equity shares in the company, being one-third of his shares, the remaining two thirds being inherited by his widow and daughter i.e., respondent Nos.3 and 4. 5. At this stage, it may be pointed out that plaintiff No.2 as well as the present appellant are the two daughters of plaintiff No.1. 6. On 08.09.2009, wife of plaintiff No.1 Usha Barooah executed a will appointing the appellant as executrix of her will and testament. Since appellant is a resident of Mumbai, Usha Barooah reposed confidence in plaintiff Nos.5 and 6 that in the event of failure of executrix to act in the manner desired, the said two plaintiffs would be the executor. 7. On 08.09.2009, wife of plaintiff No.1 Usha Barooah executed a will appointing the appellant as executrix of her will and testament. Since appellant is a resident of Mumbai, Usha Barooah reposed confidence in plaintiff Nos.5 and 6 that in the event of failure of executrix to act in the manner desired, the said two plaintiffs would be the executor. 7. At the time of execution of the will, Usha Barooah held 2,21,230 equity shares in the company constituting 7.14% of the share capital of the company, out of which 1,16,702 equity shares were inherited by her from her pre-deceased son Amit Barooah. 8. It is stated that Usha Barooah held a Securities Demat Account with the HDFC Bank at Constantia Building, Kolkata. In view of his advanced age, plaintiff No.1 created a trust called Hemen Barooah Trust to look after the affairs of the company and for other ancillary and incidental matters. As per the will, Usha Barooah had bequeathed her entire share holdings in the company to Hemen Barooah Trust of which plaintiff Nos.5, 6 and 7 are the trustees. 9. It is further stated that Usha Barooah had kept the will in her safe custody and plaintiffs were not aware of the contents of the said will. Only after her death, plaintiff No.1 could trace out the original will and noted the contents thereof. 10. One Sujit Guha Thakurta, an executive of the company, used to maintain the personal accounts of plaintiff No.1 and his family members including that of Usha Barooah. In the last week of September, 2011, said Sujit Guha Thakurta placed before plaintiff No.1 the balance sheet of Usha Barooah as on 05.07.2011, i.e., on the date on which Usha Barooah had died. On perusal of the balance sheet, plaintiff No.1 noted that her estate as on the date of her death did not include the said 2,21,230 shares of the company. Thereafter, plaintiff No.1 made enquiries and upon such enquiries, he came to know that 2,21,230 shares of the company were transferred from the Securities Demat Account of Usha Barooah to another Securities Demat Account in the HDFC Bank Ltd, which stood in the name of the appellant. Thereafter, plaintiff No.1 made enquiries and upon such enquiries, he came to know that 2,21,230 shares of the company were transferred from the Securities Demat Account of Usha Barooah to another Securities Demat Account in the HDFC Bank Ltd, which stood in the name of the appellant. It further transpired that on or about 09.07.2010, Company Secretary of the company had received a letter of the appellant dated 05.07.2010 together with copies of Form-A and Form-D under Securities Exchange Bureau of India (SEBI) (Prohibition of Insider Trading) Regulations, 1992, whereby appellant had informed the Company Secretary that her share holding in the company had increased from 3.24% to 7.14% and had requested the Company Secretary to take necessary follow up steps including informing the SEBI and BSE. Plaintiff No.1 could further come to know that the Company Secretary had thereafter sent an e-mail to the husband of the appellant stating that appellant was required to make a disclosure statement about such acquisition of shares under the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997, and forwarded the requisite forms to him. The aforesaid e-mail was replied to by husband of the appellant on 10.07.2010 and 11.07.2010. It further came to the notice of plaintiff No.1 that the Company Secretary had received a copy of the letter dated 05.07.2010 of the appellant addressed to the BSE regarding acquisition of 2,21,230 shares of the company. Company Secretary had further received the letter dated 06.07.2010 issued in the name of Usha Barooah disclosing transfer of the aforesaid shares to the appellant and enclosing therewith copies of relevant forms. On or about 12.07.2010, the Company Secretary had downloaded from the website of BSE necessary document bearing signature of Usha Barooah regarding transfer of such shares. On 12.07.2010, the Company Secretary filed Form Nos.A, C and D under the SEBI (Prohibition of Insider Trading) Regulations, 1992 with the BSE and thereafter filed two formats on 15.07.2010 with the BSE itself under the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997, regarding transfer and acquisition of the said 2,21,230 shares of the company. 11. Plaintiffs have stated that they had no contemporaneous notice or knowledge of the gift or transfer of the said 2,21,230 shares of the company by Usha Barooah to the appellant. 12. 11. Plaintiffs have stated that they had no contemporaneous notice or knowledge of the gift or transfer of the said 2,21,230 shares of the company by Usha Barooah to the appellant. 12. Contention of the plaintiffs is that the said gift/transfer of shares is a fraudulent one as the signatures of Usha Barooah on the relevant documents were forged and fabricated. While Usha Barooah was in Kolkata, appellant was in Mumbai. Usha Barooah was unwell and was under severe medication. Therefore, question of any gift or transfer of shares by Usha Barooah to appellant did not arise. The said 2,21,230 shares formed part of the estate of Usha Barooah and as per her will, she had bequeathed the said shares to Hemen Barooah Trust. Moreover, Usha Barooah did not use any delivery instruction slip while transferring her shares from her Securities Demat Account. Plaintiffs have not been able to trace out any deed or declaration executed by Usha Barooah gifting such shares to the appellant. Appellant has also not produced any such document. Defendant No.5 (respondent No.11 herein) being a Personal Secretary of the appellant and her husband had signed on behalf of Usha Barooah; she had no competence to do so. Alternatively, it is contended that even if Usha Barooah had allegedly gifted the said shares to the appellant, said gift was totally tainted by fraud and undue influence exercised by the appellant over Usha Barooah, considering her advanced age and ill-health. Usha Barooah could not have gifted all her shares to only one daughter (appellant) at the cost of the other daughter (plaintiff No.2) and the widow and grand daughter of her pre-deceased son. Since Usha Barooah was severely unwell and was under medication, it was simply not possible for her to have gifted the shares to the appellant. 13. Along with the plaint, plaintiffs filed a petition under Order 39 Rules 1 and 2 of the Code of Civil Procedure, 1908 read with Section 151 thereof seeking an order of injunction to restrain the appellant (defendant No.1 in the suit) from selling, dealing with, transferring, alienating, encumbering or creating any kind of third party right or interest or exercising any right including voting right over and in respect of the said 2,21,230 shares of the company. The plaintiffs also sought for an injunction to restrain the company from paying any dividend to the appellant in respect of the aforesaid shares. The said injunction petition was registered as Misc. (J) Case No.32/2012. 14. Learned trial Court vide order dated 29.08.2012, while issuing notice passed an ad-interim injunction order restraining the appellant from selling, dealing with, transferring, alienating, encumbering or exercising right of voting over the said 2,21,230 shares of the company and also restraining the company from making payment of dividend on the said shares to the appellant till disposal of the injunction petition. 15. Appellant approached this Court by way of an appeal against the aforesaid order of ad-interim injunction granted by the learned Court below. The said appeal was registered as FAO No.19/2012. This Court noticed that appellant did not file objection to the injunction petition in the trial Court and that the Misc. (J) Case was already fixed for hearing on 03.12.2012. A submission was made on behalf of the appellant that appellant would not transfer the interest of the shares to any party until further orders from the Court. However, withholding of dividend was strongly opposed. This Court found from the record that the company had already paid dividend to the appellant for the years 2009-2010 and 2010-2011 amounting to Rs.6,63,690.00. In the light of the above, this Court vide the order dated 09.11.2012 disposed of the appeal by directing the respondents/plaintiffs to release the dividend to the appellant for the financial year 2011-2012 without prejudice to the claim of the plaintiffs to temporary injunction from releasing the dividend in future. Remaining issues were left to be examined by the learned trial Court. 16. Appellant submitted detailed objection to the injunction petition and sought for rejection of the same. Besides grounds of maintainability and jurisdiction, appellant denied all the statements made by the plaintiffs. It was stated that 2,21,230 shares of the company were gifted by Usha Barooah to the appellant during her lifetime. This was to the knowledge of the plaintiffs but they did not question it when Usha Barooah was alive. It was denied that Usha Barooah suffered from ill health as she had travelled to London on 27.07.2010 and returned back to Mumbai on 12.08.2010. After staying with the appellant for a few days, she left for Kolkata. This was to the knowledge of the plaintiffs but they did not question it when Usha Barooah was alive. It was denied that Usha Barooah suffered from ill health as she had travelled to London on 27.07.2010 and returned back to Mumbai on 12.08.2010. After staying with the appellant for a few days, she left for Kolkata. HDFC Bank in their written statement in the suit acknowledged the transfer of shares further stating that there was no anomaly or illegality in respect of such transfer. She stated that both the suit as well as the injunction petition were filed with oblique motive to prevent the appellant from participating in the decision making process of the company since after the death of plaintiff No.1, series of decisions have been taken which are not in the best interest of the company. It is stated that transfer of 2,21,230 shares of the company by Usha Barooah to the appellant was registered in the records of the company as well as in the BSE. Dividends were paid to the appellant in respect of the said shares since the transfer for a number of years. Challenge to acquisition of the above shares by the appellant is a part of the move to keep her away from the management of the company. Referring to the balance sheet of the company for the year 2011-2012, it is stated that annual return and the balance sheet clearly show that said shares were being held by the appellant. All statutory formalities regarding transfer of shares were complied with. In addition, such transfer has been fully acknowledged by the HDFC Bank. Entire suit is based on fraud and is an abuse of the process of law. Therefore, injunction petition as well as the suit should be dismissed. 17. It appears that plaintiff Nos.1, 5 and 6 had filed counter affidavit to the written objection of the appellant contesting the claim of the appellant and reiterating the prayer made in the injunction petition. 18. A supplementary affidavit was filed by Shri Somnath Chatterjee, plaintiff No.5. In this affidavit, it is stated that he is the executor of the last will and testament of Hemendra Prasad Barooah. He was acquainted with both Hemendra Prasad Barooah and Usha Barooah since 1986 and was in close association with them till their death. He has described himself as their most trusted person. In this affidavit, it is stated that he is the executor of the last will and testament of Hemendra Prasad Barooah. He was acquainted with both Hemendra Prasad Barooah and Usha Barooah since 1986 and was in close association with them till their death. He has described himself as their most trusted person. Objection has been raised to the statement made by HDFC Bank in the written statement. Delivery instruction booklet necessary for transfer of shares was not utilized. From the written statement of HDFC Bank, it transpired that Usha Barooah had personally visited Central Plaza Branch of HDFC Bank on 02.07.2010 where on the basis of instruction slips, transfer was made. Since her signature did not match with her recorded signature, she produced one medical certificate dated 06.07.2010 certifying that because of shoulder injury, there was shaking of hand while signing or writing. This medical certificate is dated 06.07.2010 whereas Usha Barooah visited the Bank on 02.07.2010. She also produced PAN card as proof of her identity. Shri Chatterjee has stated that on 02.07.2010, Usha Barooah was aged about 80 years and was suffering from diverse ailments. As she was not in a physical condition to move around, she was medically advised to be confined to bed. 19. It was further stated that there were four branches of HDFC Bank having Demat account facilities near the residence of Usha Barooah. The Branch where Usha Barooah had maintained her account was at U.N. Brahmachari Road which was about 5.4 km from her residence. But instead of going to any of these Branches to effect transfer of her shares, she chose to go to the Central Plaza Branch which, in any case, was at a stone's throw distance from the U.N. Brahmachari Road Branch where she had her regular account. In any case, Usha Barooah being a privileged customer of the HDFC Bank, she could have called up the Relationship Manager of her regular Branch for effecting share transfer. Since all these were not done, there is a great deal of suspicion about the bonafides of the share transaction. It is stated that none of the slips contained in the Delivery Instruction Slip Book issued to Usha Barooah for transfer of securities lying in the Securities Demat Account were utilised for making the alleged transfer of 2,21,230 shares. Since all these were not done, there is a great deal of suspicion about the bonafides of the share transaction. It is stated that none of the slips contained in the Delivery Instruction Slip Book issued to Usha Barooah for transfer of securities lying in the Securities Demat Account were utilised for making the alleged transfer of 2,21,230 shares. It was also surprising that Usha Barooah went to the Bank with a medical certificate explaining the difficulty in writing and signing though the date of the medical certificate was 06.07.2010 whereas Usha Barooah visited the Bank for effecting share transfer earlier on 02.07.2010. Moreover, the logbook of the company vehicle provided to Usha Barooah did not disclose any travel through that vehicle on that day. Therefore, it is contended that share transaction was not genuine. 20. Learned Civil Judge, Jorhat, heard the injunction matter at length and thereafter passed the impugned order dated 11.08.2014 making the ad-interim injunction order passed on 29.08.2012 absolute. 21. Aggrieved, present appeal has been filed. 22. Heard Mr. J. Saha, learned Senior counsel, for the appellant and Mr. R. Banerjee, learned Senior counsel, for the respondents. 23. Mr. Saha, learned Senior counsel for the appellant, submits that none of the conditions precedent for grant of injunction were present in the instant case to warrant passing of ad-interim injunction order. The initial ad-interim injunction order was obtained ex parte. When that was put to challenge before this Court, this Court while directing the company to release the dividend relatable to the said block of shares to the appellant for the year 2011-2012, had remanded the matter back to the Civil Court for due consideration. But the Civil Court while finally hearing the injunction matter, simply made the ad-interim injunction order absolute without considering as to whether plaintiffs had fulfilled the essential ingredients for obtaining injunction. The ad-interim injunction was made absolute only on the ground that this Court did not interfere with the order of ad-interim injunction. Referring to the documents on record, Mr. Saha submits that transfer of shares had taken place during the lifetime of Usha Barooah, 02.07.2010 to be precise. The said block of shares got registered in the name of the appellant in the books of the company before 31.07.2010 and plaintiff No.1 was the Chairman of the Board of Directors at that point of time. Saha submits that transfer of shares had taken place during the lifetime of Usha Barooah, 02.07.2010 to be precise. The said block of shares got registered in the name of the appellant in the books of the company before 31.07.2010 and plaintiff No.1 was the Chairman of the Board of Directors at that point of time. The transfer of shares by Usha Barooah and acquisition of such shares by the appellant were brought to the notice of the BSE by submitting necessary statutory forms. Consequent upon such acquisition of shares by the appellant, she received dividend relating to such shares. Moreover, the HDFC Bank in its written statement filed before the Civil Court in the main suit has categorically vouched for the genuineness of the transaction. In such circumstances, restraining the appellant from exercising her valuable right over the said block of shares is totally unjustified. In the course of his submissions, learned Senior counsel for the appellant has placed reliance on a decision of the Apex Court in the case of LIC v. Escorts Ltd., reported in (1986) 1 SCC 264 , to contend that a shareholder has an undoubted interest in a company, an interest which is represented by his shareholding. A host of rights accrue to a shareholder including the right to participate in the management of the company. Transfer of share becomes complete when transfer is registered in the company's register. 24. Opposing the submissions made by the learned Senior counsel for the appellant, Mr. Banerjee, learned Senior counsel for the respondents, has placed before the Court a list of dates to show that there has been a series of litigation between the plaintiff No.1 and the appellant. He submits that though at one point of time, appellant was made a fulltime Director of the company, she did not show any interest in the affairs of the company. He submits that plaintiffs had made out a strong prima facie case to show that alleged gift of shares from Usha Barooah to appellant was a result of fraud, undue influence and made under highly suspicious circumstances for the reasons mentioned in the plaint as well as in the injunction petition. He submits that shares were already bequeathed to the Hemen Barooah Trust by Usha Barooah through her will. Therefore, subsequent transfer of such shares to the appellant is not possible. He submits that shares were already bequeathed to the Hemen Barooah Trust by Usha Barooah through her will. Therefore, subsequent transfer of such shares to the appellant is not possible. No gift deed could be produced by the appellant. As a matter of fact, transactions took place on 02.07.2010 through ordinary banking slip in one of the branches of HDFC Bank in Kolkata. Usha Barooah had allegedly gone to the Bank on 02.07.2010 to get her shares transferred to the appellant and when her signature did not tally, she produced a medical certificate of 06.07.2010 wherein it was stated that because of shoulder injury she had difficulty in writing and signing. It is indeed surprising that one would go to the Bank with a medical certificate in anticipation that it would be required to satisfy the Bank authorities to explain variations in her signature. On top of it, the date of the medical certificate is 06.07.2010 though she had visited the Bank before that on 02.07.2010. Therefore, all these raised bona fide suspicion about the genuineness of the transaction. It is stated that on that particular day, plaintiff No.1 was with the appellant in Mumbai following pacemaker implantation. Referring to order of this Court dated 08.01.2015 passed in Company Appeal No.05/2014 (Sharmila Shetty v. B&A Ltd and others) which pertains to another block of shares totalling 8, 61, 918 which were jointly held in the names of plaintiff No.1 and the appellant, learned Senior counsel submits that by the said order, this Court had directed that no voting rights should be exercised in respect of the said 8,61,918 shares till disposal of Company Petition No.186/2013 filed by the appellant before the Company Law Board complaining of mis-management and oppression by the management. Therefore, similar order may be passed in the present appeal as well. He submits that order passed by the learned Court below is justified and the said position should be continued till the main suit is heard and finally decided. Therefore, similar order may be passed in the present appeal as well. He submits that order passed by the learned Court below is justified and the said position should be continued till the main suit is heard and finally decided. He has also placed reliance on a number of decisions of the Apex Court in support of his submissions including the one in the case of Wander Ltd. v. Antox India Pvt. Ltd, reported in 1990 (Supp) SCC 727 and contends that discretion exercised by the learned trial Court below cannot be said to have been exercised arbitrarily or capriciously or perversely or by ignoring the settled principles of law. In such circumstances, appellate Court would normally not be justified in interfering with the exercise of discretion by the trial Court in appeal solely on the ground that if it had considered the matter at the trial stage it would have come to a contrary conclusion. Therefore, no interference with the injunction order is called for and the appeal should be dismissed, he submits. 25. In his reply, Mr. Saha explained the discrepancy in the date of the medical certificate as an inadvertent oversight. In any case, this is a matter which may be gone into at the stage of trial. For the present, in view of overwhelming materials to the contrary, such minor discrepancy would be of little consequence, he submits. 26. Submissions made by learned counsel for the parties have received the due consideration of the Court. Also perused the materials on record. 27. Though the brief presented before the Court is voluminous and bulky, question for consideration is rather short. The dispute between the parties has magnified in scope and intensity because of a series of litigation involving the parties which are at different stages of adjudication. For the moment, Court is only concerned with the issue of transfer of 2,21,230 shares by Usha Barooah to the appellant which is the subject-matter in the related Title Suit and the justification of the learned trial Court in injuncting the appellant from exercising any right in respect of the said shares. Therefore, the short and pointed question for consideration in this appeal is whether the learned trial Court was justified in injuncting the appellant from exercising her rights over the 2,21,230 shares of the company acquired by her from Usha Barooah? 28. Therefore, the short and pointed question for consideration in this appeal is whether the learned trial Court was justified in injuncting the appellant from exercising her rights over the 2,21,230 shares of the company acquired by her from Usha Barooah? 28. The golden principles governing grant of injunction, namely, making out of a prima facie case, balance of convenience, and suffering of irreparable loss and injury in the event injunction is declined are too well known and well-recognised principles to warrant any restatement. Injunction is a discretionary relief pending adjudication of the suit but such discretion has to be exercised on sound principles keeping in mind the golden principles governing grant of injunction. As pointed out by the Apex Court in Wander Ltd. (supra), an appeal against exercise of discretion is said to be an appeal on principle. If a conclusion is reached by the trial Court which could be said to be reasonably possible based on the materials on record, the appellate Court would normally not interfere with the exercise of such discretion. Elaborating the above principle, the Apex Court held that if the discretion has been exercised by the trial Court reasonably and in a judicious manner, the fact that appellate Court would have taken a different view may not justify interference with the trial Court's exercise of discretion. 29. Having noticed the legal position as above, the relevant facts necessary for deciding the limited point and which are already on record may be briefly referred to. 30. On 05.07.2010, appellant had written a letter under registered cover to the Company Secretary of the Company stating that she had previously held 1,00,312 shares of the company totalling 3.24% of the capital of the company. On 05.07.2010, she had acquired an additional 2,21,230 shares totalling 7.14% of the capital of the company. She therefore stated that she would thus have holding of 3,21,542 shares totalling 10.37% of the capital of the company. Along with the said letter, appellant had enclosed Forms A and D under the SEBI (Prohibition of Insider Trading) Regulations, 1992. The Company Secretary was requested to intimate SEBI and BSE and to take necessary steps as per law. Copies of the aforesaid letter were marked to the Company's office at Kolkata, BSE and SEBI. Along with the said letter, appellant had enclosed Forms A and D under the SEBI (Prohibition of Insider Trading) Regulations, 1992. The Company Secretary was requested to intimate SEBI and BSE and to take necessary steps as per law. Copies of the aforesaid letter were marked to the Company's office at Kolkata, BSE and SEBI. In the two Forms, mode of acquisition of shares was disclosed as off-market deal and gift and that it was a inter-promoter transfer. 31. On 06.07.2010, a letter was written by Usha Barooah to the Company Secretary of the company disclosing gift of 2,21,230 shares to the appellant, who was her daughter, on 02.07.2010 totalling 7.14% of the capital of the company. The said letter was sent under registered cover and was accompanied by Form C under the SEBI (Prohibition of Insider Trading) Regulations, 1992. The Company Secretary was requested to intimate SEBI and BSE and to take necessary steps in accordance with law. Copies of the said letter were marked to the Kolkata office of the company, BSE and SEBI. 32. As already noticed above, though plaintiffs have pleaded that Usha Barooah had made a will in 2009 bequeathing her shares to Hemen Barooah Trust, surprisingly it is stated that contents of the said will were not known to them. It became known to them only after death of Usha Barooah when they came across the will. Plaintiffs have further stated that plaintiff No.1 could come to know about the transfer of shares by Usha Barooah to the appellant only in the last week of September, 2011, when balance sheet of Usha Barooah as on 05.07.2011, when she died, was placed before him. It is the pleaded case of the plaintiffs that upon perusal of the balance sheet, plaintiff No.1 could come to know that on the date of her death, estate of Usha Barooah did not include 2,21,230 shares. It was then that he started making enquiries and in the course of such enquiries, he could come to know about such transfer of shares. 33. Letter of the appellant dated 05.07.2010 and that of her mother Usha Barooah dated 06.07.2010 have already been referred to above. 34. On 25.10.2011, plaintiff No.1 wrote to the appellant stating about the will of Usha Barooah. 33. Letter of the appellant dated 05.07.2010 and that of her mother Usha Barooah dated 06.07.2010 have already been referred to above. 34. On 25.10.2011, plaintiff No.1 wrote to the appellant stating about the will of Usha Barooah. He stated that on 02.07.2010, he was in Mumbai in connection with his medical treatment and that his wife Usha Barooah was alone in their Kolkata residence. He alleged that during his absence, appellant might have convinced Usha Barooah and by exercising undue influence on her, might have got certain papers signed by her. He, however, admitted in his said letter about the letter sent in the name of Usha Barooah on 06.07.2010 along with Form No.C and the fact that the Company Secretary had sent the required intimation to the BSE. 35. In the annual report of the company for the year 2010-2011, it was clearly mentioned that appellant, who was a whole-time Director of the company at that point of time, held 3,21,542 shares in the company which obviously included 2,21,230 shares acquired by her from her mother Usha Barooah. The said report discloses constitution of a Share Transfer Committee and delegation of power by the Board of Directors to the said Committee for effecting transfer of shares. The Committee comprising of plaintiff Nos.1 and 5 met once in a fort-night to attend to share transfer formalities. Similar is the position in respect of the annual report of the company for the year 2011-2012. In the said report (page 34 of the report), under the heading “Share Capital”, it was stated that shares held by the appellant were 3,16,200 which obviously included 2,21,230 shares acquired by the appellant from her mother by way of transfer. Appellant together with Hemendra Prasad Barooah and Gargi Barooah were each shown to be holding more than 5 percent shares of the company, which was possible only after including 2,21,230 shares to her existing shares. 36. There is another letter of plaintiff No.1 dated 21.09.2010 written to his wife Usha Barooah. Through the said letter, plaintiff No.1 had conveyed the feelings of his elder daughter (plaintiff No.2) who, it was stated, had telephoned him, as to why she got lesser dividend than the appellant who had control over 3,21,542 shares. 36. There is another letter of plaintiff No.1 dated 21.09.2010 written to his wife Usha Barooah. Through the said letter, plaintiff No.1 had conveyed the feelings of his elder daughter (plaintiff No.2) who, it was stated, had telephoned him, as to why she got lesser dividend than the appellant who had control over 3,21,542 shares. The letter of plaintiff No.1 addressed to his elder daughter (plaintiff No.2) on the same day, i.e., on 21.09.2010, is also on record whereby he explained to her that appellant had received higher dividend because 2,21,230 shares were gifted to her by her mother Usha Barooah. In fact, plaintiff No.1 disclosed the shareholding of the family members to plaintiff No.2 in the said letter as an annexure which clearly showed that 2,21,230 shares were gifted to the appellant by Usha Barooah in the year 2010. Therefore, prima-facie, plaintiff No.1 had knowledge about the share transfer of 2,21,230 shares by Usha Barooah to the appellant on 21.09.2010 when Usha Barooah was alive. 37. Shareholding pattern of the company in the records of the BSE clearly discloses that appellant held 3,16,200 shares in the company. 38. At this stage, written statement filed by the HDFC Bank in the main suit may be referred to. While contesting the suit, HDFC Bank has stated that Usha Barooah held a Demat Account with the HDFC Bank vide DPID No.IN 305151 and client ID No.27416419. As desired by Usha Barooah and following the required procedure of the Bank, 2,21,230 shares were transferred to another Demat Account held in the said Bank vide client ID No.40436310. It is stated that there was no anomaly and illegality in the said procedure of transfer of shares. It is stated that Usha Barooah personally visited Central Plaza Branch of HDFC Bank on 02.07.2010 and asked for issuance of new instruction slips urgently. She submitted a duly filled up loose slip request dated 02.07.2010 stating that she had lost delivery instruction book. HDFC Bank ordinarily does not insist upon its customers to produce police report to substantiate proof of loss of instruction book and for furnishing new instruction book. Since there was some variation in the signature of Usha Barooah, Bank asked her to submit proof where after Usha Barooah produced one certificate issued by a doctor about difficulty in writing and signing and her proof of identity. Since there was some variation in the signature of Usha Barooah, Bank asked her to submit proof where after Usha Barooah produced one certificate issued by a doctor about difficulty in writing and signing and her proof of identity. On being fully satisfied, Bank issued loose instruction slip to Usha Barooah. The Bank has vehemently denied allegation of collusion or conspiracy of Bank officials in issuing instruction slip to Usha Barooah. Further stand taken is that in view of e-banking facilities in the HDFC Bank, a customer can withdraw/transfer amounts from any of its Branch whether he or she has account in the said Branch or not. 39. As already noticed above, appellant has been paid dividend by the company in respect of her total shares including the acquired 2,21,230 shares by cheques, one dated 09.08.2010 for an amount of Rs.4,82,313.00 and the other dated 28.07.2011 for an equivalent amount. 40. Having noticed the above, the ad-interim order passed on 29.08.2012 may be referred to, relevant portion of which is as under: “Under the above attending facts and circumstances, I am of the opinion that plaintiff/petitioners have prima facie case to go for trial. Having due regard to the submission as well as considering the materials placed on record, I am also of the view that if the defendant No.1 is not restrained by way of granting ad-interim injunction from selling, transferring, alienating the shares of Usha Barooah in B & A Company Ltd., the whole purpose of the suit will be frustrated and the plaintiff will suffer irreparable loss and injury. The facts and circumstances of the case also indicate that the matter is an urgent one and service of notice may defeat the very purpose of the suit. Therefore, I consider that it is a fit case where ad-interim injunction restraining the defendant No.1 from selling, dealing with, transferring, alienating, encumbering and exercising right of voting over 2,21,230 equity shares of B & A Limited allegedly shown to have acquired fraudulently from Usha Barooah of B & A Limited Company and also restrained defendant No.2 and 3 from making payment of any dividend to the defendant No.1 on the disputed shares and allow the defendant No.1 to exercise voting right on the same at least to preserve the subject-matter of the suit in status quo till the disposal of the injunction petition. Accordingly, I hereby restrain the defendant No.1/O.P. from selling, dealing with, transferring, alienating, encumbering or exercising right of voting over the said 2,21,230 shares of B & A Limited and also restrain defendant No.2 and 3/OP from making payment of any dividend on the said shares to the defendant No.1 and to allow the defendant No.1/OP to exercise voting right on the strength of the said shares till disposal of the injunction petition. Issue notice calling upon the OP/defendant to show cause as to why the ad-interim injunction so granted, shall not be made absolute till disposal of the suit. Petitioner shall take steps accordingly.” 41. When this order was challenged before this Court in the previous appeal, this Court after noticing that appellant was already paid dividend by the company for the years 2009-2010 and 2010-2011, directed the respondents to release the dividend for the financial year 2011-2012. Without examining the other issues raised regarding validity of the ad-interim injunction, matter was remanded back to the trial Court for decision since injunction matter was yet to be heard at that stage. 42. Thereafter, impugned order dated 11.08.2014 came to be passed, relevant portion of which reads as under: “In the main suit, defendant-OP No.1 has filed a petition under Order 7, Rule 11 of CPC. That petition was dismissed by this Court holding that plaintiff-petitioner has prima facie case to go for trial. Plaintiff-petitioner's case is that the alleged gift made by late Usha Barooah is fraud. Whether the gift was fraud or genuine, that will be decided at the trial. Burden is on the plaintiff-petitioner to prove it by adducing evidence. Admittedly, in FAO No.19/12, the Hon'ble High Court did not interfere with the interim injunction order dated 29.08.12 but only directed the petitioners to release the dividend for the financial year 2011-12 which is to be paid to the OP No.1. Hearing both sides and going through the decisions as cited above, I find that the petitioner-plaintiffs have made out a prima facie case to grant an injunction. Balance of convenience is also in their favour. Petitioner-plaintiff shall suffer irreparable loss and injury if the injunction as sought for is not granted. As such, I am inclined to absolute the ad-interim injunction order granted vide order dated 29.08.2012 passed by this Court. Accordingly, this Misc (J) case is disposed of.” 43. Balance of convenience is also in their favour. Petitioner-plaintiff shall suffer irreparable loss and injury if the injunction as sought for is not granted. As such, I am inclined to absolute the ad-interim injunction order granted vide order dated 29.08.2012 passed by this Court. Accordingly, this Misc (J) case is disposed of.” 43. Learned Court below was correct in taking the view that whether gift of shares was fraudulent or genuine was a matter to be decided in the trial and that burden is on the plaintiffs to prove it by adducing evidence. But having said so, learned trial Court did not examine in any manner whether such burden, even if prima facie, was discharged by the plaintiffs. Earlier order of this Court dated 09.11.2012 in no way can be construed to justify continuation of the ad-interim order. In fact, matter was left to be decided by the learned trial Court. Merely saying that plaintiffs had made out a prima facie case, that balance of convenience was in their favour and that they would suffer irreparable loss and injury if injunction was not granted is not enough. There is no discussion on any of the above aspects. In fact, such finding recorded by the learned trial Court on the face of the materials on record as noticed above would be wholly untenable and cannot be sustained. 44. In the case of Escorts Ltd. (supra), the Supreme Court held that share is transferrable but while a transfer may be effective between transferor and transferee from the date of transfer, the transfer would be truly complete and the transferee would become a shareholder in the true and full sense of the term with all the rights of shareholder only when the transfer is registered in the company's register. The Supreme Court held as under: “84. On an overall view of the several statutory provisions and judicial precedents to which we have referred we find that a shareholder has an undoubted interest in a company, an interest which is represented by his shareholding. Share is movable property, with all the attributes of such property. The Supreme Court held as under: “84. On an overall view of the several statutory provisions and judicial precedents to which we have referred we find that a shareholder has an undoubted interest in a company, an interest which is represented by his shareholding. Share is movable property, with all the attributes of such property. The rights of a shareholder are (i) to elect directors and thus to participate in the management through them; (ii) to vote on resolutions at meetings of the company; (iii) to enjoy the profits of the company in the shape of dividends; (iv) to apply to the court for relief in the case of oppression; (v) to apply to the court for relief in the case of mismanagement; (vi) to apply to the court for winding up of the company; (vii) to share in the surplus on winding up. A share is transferable but while a transfer may be effective between transferor and transferee from the date of transfer, the transfer is truly complete and the transferee becomes a shareholder in the true and full sense of the term, with all the rights of a shareholder, only when the transfer is registered in the company's register. A transfer effective between the transferor and the transferee is not effective as against the company and persons without notice of the transfer until the transfer is registered in the company's register……………………………………………………………………………………” 45. As already noticed above, transfer of 2,21,230 shares from Usha Barooah to the appellant already stood registered in the register of the company which was reflected in the annual reports of the company for the years 2010-2011 and 2011-2012. 46. In the light of the above, this Court is of the unhesitant view that no case for injunction is made out and that the learned trial Court was not justified in passing the injunction order. Consequently, Misc. (J) Case No.32/2012 arising out of Title Suit No.47/2012 is dismissed and the injunction order dated 11.08.2014 is set aside. 47. Appeal is allowed. 48. No costs. ----------