MANNALAL KHETAN ETC. ETC. vs KEDAR NATH KHETAN & ORS. ETC.

The Supreme Court held that Section 108 of the Companies Act, 1956 is mandatory, stating that a company shall not register the transfer of shares unless a proper instrument of transfer is delivered. The Court found that the High Court erred in classifying the provisions as directory, emphasizing that the language used in the statute is prohibitory and imperative. The appeal was allowed, affirming that the transfer of shares in contravention of Section 108 is illegal and void.