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28. A glance at the share transfer forms confirms that they are not in compliance with section 108 of the companies Act. Further, it is clear that till the petitioners' rights under article 57A have come to an end, any sale contrary thereto would be invalid and void. That the issue and allotment of 17,666 shares has been done in a manner that cannot be sustained is not disputed at all. All that the respondents have argued is that the act could whilst considering latter whether, in fact, thee is any valid ratification, all that need be noted at this stage is that if the sale land transfer of 3,417 and 93 shares cannot be sustained and is set aside, then there can be no ratification of the increase in share capital and the issue and allotment of 17,666 shares and the petitioners would automatically be entitled to relief as prayed for tin respect thereof.

50. This being the position, it is difficult for the respondents to sustain the issue and allotment of the 17,666 shares. This is because it has not even been contested that issue and allotment of the 17,666 shares at th annual general meeting and the board meeting held, thereafter, can be sustained. The only argument that was made in this behalf is that the action has been validly ratified at the extraordinary general meeting held on January 31, 1986. However, it must be note that even at this extraordinary general meeting held on January 31,1986, the ratification was by the use of the 17,666 shares and the 3,417 and 93 shares. Mr. Coper has argued that presuming that 17,666 votes should not have been used and are not canted, the respondents still have a majority and there is a valid ratification.

52. There can be no dispute about the general proposition that if an act could have been validly done and could be subsequently ratified, the court would not, normally, interfere. In this case, however, the use of the 17, 666 shares renders invalid the entire action of ratification and it is no use to now argue that these votes should be ignored. The fact remains that till date there is no valid ratification and it is now not possible to ratify this action. This is so because in the view that I have now taken the respondents clearly do not have a majority. The majority is now with the petitioners.