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16. It has been argued by Mr. Khambatta, learned counsel for the respondents that there is no justification for giving a limited and narrow construction to the expression "assignment of office" which can mean passing of any right from one person to another. Counsel has referred to Law Lexicons and to Murray's English Dictionary. In Wharton's Law Lexicon, 14th Edition, as to the verb "assign" it is stated that the verb is variously applied and the meaning given in that lexicon to the word "assign" is "generally to transfer property , especially personal estate, or set over a right to another or appoint a deputy". It is common knowledge that the draftsman of our Indian statutes do not prefer to use the expression "assign" in the context of property and have for a long time since the enactment of the Transfer of Property Act chosen to use the expression "transfer". Wharton defines "assigned', as a person appointed by another to do an act or perform any business. The expression "assignment" is defined as "transfer of an estate or interest in property". Mr. Khambatta has strongly relied on the meaning of the verb "assign" given in Murray's Dictionary and one of the meanings is "to appoint". He has also relied on the meaning of that verb given in that dictionary as "to transfer or formally make over to another". He has also relied on the meaning given there as "to appoint authoritatively" as also another meaning which is "to appoint, designate, ordain, depute". Counsel has also referred to certain provisions of the Transfer of Property Act. But I do not think it necessary to refer to those provisions because it has not been disputed and could not be disputed by Mr. Manekshaw that the meaning of the expression "transfer" includes a transfer by an act inter vivos as well as by a testamentary disposition or direction. Great reliance has been placed by Mr. Khambatta on the meaning of the verb "assign" as to "appoint or to designate". Mr. Khambatta has also argued that the contention on behalf of the appellants in asking the court to give a restricted meaning to the expression "assignment" ignores the existence of a third party., viz., the company. It is said that this is not a case of an ordinary assignment between an assignor to the assignee, Here, what was being done, though called an assignment, was really an appointment to the post of the office of a director and which had the effect of imposing the will of one person on a third party and the third party was affected. This aspect of the matter, to my mind, cannot be ignored. It is not a bilateral act pure and simple with which we are concerned in this case. We are concerned with the office of a director in a company and one person is clothed with the power to appoint another person and the appointee is the party. Therefore, the ordinary sense in which the expression "assignment" may be used in the context of transfer of property by an act inter vivos is a concept which need not be introduced in reading the expression "assignment" in section 312. Learned counsel has also drawn our attention to the scheme of the Act. He has referred to section 253 which lays down that only an individual can be a director of a public or a private company and not any body corporate or association or firm of partners; and he has also drawn our attention to section 254 which requires that subscribes to the memorandum of any company can only be individuals and in default of and subject to any regulations in the articles of a company, subscribers of the memorandum who are individuals shall be deemed to be the directors of the company until the directors are duly appointed under section 255. He has also drawn our attention to section 255(2). These sections have been referred to for the purpose of showing that the Act does not contemplate any continuity in the matter as must occur if the director could be a body continuity in the matter as must occur if the director could be a body corporate or an association or a firm of partners. It is urged that it is clear from various provisions of the Act that the intention of the Legislature was to prevent the mischief of any director introducing into the company any other person as a director at his own volition even though he might have been authorised by an agreement between him and the company to do so and even though the articles of association of a company may expressly permit that to be done. Numerous prohibitions have been laid down by the new Companies Act in the case of managing agents, managing directors, managers and directors of the company and other officers of a company. It is not necessary for me to examine the scheme of the Act in any detail since it is now well -understood that the new Companies Act aims at eradicating many serious mischiefs which the principle of perpetual management of companies had caused in the past. The argument of counsel is : Why permit that mischief to continue by reading section 312 in a narrow sense by attributing any undue restricted meaning to the words "assignment of his office "? It is stressed that the real meaning of this expression and one to be gathered from the section itself is that a person cannot introduce another person as a director in that company even though authorised to do so by the articles of association of the company. This it is urged is the effect of reading section 9 with section 312. Then it is said that if the argument urged on behalf of the appellants were to be accepted, an inconsistent and incongruous position is bound to arise.

48. As against these weighty arguments, it has been contended that the expression "assignment" is an expression of wide import. Diverse meanings of the expressions "assignment", "assignee", "assigns" appearing in various dictionaries and lexicons were cited at the the Bar and it was urged that as the word "assignment" would include an assignment by a will or a testamentary instrument, there was no reason shy the ambit of the section should be confined to an assignment only by act inter vivos. It was further urged that this section was enacted in order to prevent the ill-effects which might result form the assignment of his office by a director and that if the expression "assignment" was wide enough to cover an assignment by a testamentary writing, full effect should be given to that expression. It is said that if persons are permitted to appoint others as directors by will and if the persons so appointed could equally have the power to appoint others by will, there would result a perpetuity which it must have been the object of the Legislature to prevent. Reference, in this connection, was made to the provisions of law contained in section 86B of the Indian Companies Act, 1913. Section 86B was introduced by the Legislature in the year 1936. That section provided, inter alia, as follows :

98. A reference to Murray's Dictionary as well as to Wharton's Law Lexicon indeed shows, as was appointed out by S.T.DESAI J. that one of the meanings of the word "assign" is " to appoint, designate, ordain, depute". One of this meanings of the word "assignment" is "appointment to office, nomination, designation". The word "assign", therefore, is not of a narrow connotation at all.

99. As I have already stated, the Legislature, when it used in section 86B the expressions "assign his office" and "assignment of office" was fully conscious of the fact that the words "assign" and "assignment" include "appointment" or "power to appoint". The Legislature consolidated the law relating to companies and amended certain provisions of the pre existing law and enacted the Companies Act of 1956 and it used the same words "assign" and "assignment" in section 312. It would, therefore, be reasonable to conclude that by repeating these words, the Legislature intended that they should be accorded the same meaning which was ascribable to them under the old law, viz., section 86B of the Act of 1913. Upon this view, the word "assignment" used in section 312 must not be construed in the narrow sense in which it is used in connection with the law of property, but in a wide sense.