VASUDEV RAMCHANDRA SHELAT versus PRANLAL JAYANAND THAKAR AND ORS

Citation: [1975] 1 S.C.R. 534 · Decided: 17-07-1974 · Supreme Court of India · Bench: M. HAMEEDULLAH BEG · Disposal: Appeal(s) allowed

Cited by 4 judgment(s) · see the full citation network in Lexace

Judgment (excerpt)

534 
VASUDEV RAMCHANDRA SHELAT 
v. 
PRANLAL JAY ANAND THAKAR AND ORS .. 
July 17, 1974 
(M. H. BEG AND R. S. SAR KARIA, JJ .) 
Tran,f.r of Prop<rly Act, 1882 (4 of 1882) "· 6, 122 and 123-Gift of sharu in 
companKs by regjs/ered gift deed--Transfers TlDI effected ~fore donor's death-No 
question of competing equities--WMther rights of ownership can be split into ,;ght to 
t;arpw and usafruct. 
Jndiim Compank' Act, 1913-S. 28-Rtf, 18 of Tablt A "title to g<t on th< 
ezister" and "the full property in the shares in a company"-Distinction. 
Interpretation--Harmonious interpretation. 
By a registered deed, a donor gifted to the appellant shares in various limited 
companies. Before her death the donor had signed several blank transfer fonns 
to enable the donee to obtain transfer of the shares in the register of companies 
and share certificates in his name. She bad signed at the correct places show-
ing that she meant to sign transfer of shares but the transfer could not be effected 
before the donor's death. The respondent claiming the shares filed an administration 
suit. A single Judge of the High Court held that the appellant was entitled to 
shares covered by the gift deed to which blank transfer .forms could be related. A 
division bench of the High Court reversed the decision of the Single Judge on 
the ground that the gift was incomplete for failure to comply with the formalities 
prescribed by the Indian Companies Act, 1913 for transfer of shares, It further held 
that there was no equity in favour of the appellant so that be may claim the right 
to complete what was left imcomplete by the donor in her life-time. On appeal it 
was contended in tbiB Court (1) that since the donor had signed the blank transfer 
forJn' and handed them over to the dontt, the gift deed and the signed blank forms 
bad to be read together and (2) that the transfer was complete with the registration 
()f the gift deed and even delivery of share certificates to the donee was not neces-
sary in view ofs. 122 of the Transfer of Property Act. 
Allowing the appeal, 
HELD: (I) The respondent bas not made out a case for defeating the clearly 
expressed intentions of the dOnor. coupled with the authority with which the donor 
was armed by reason of the signed blank transfer forms. On a correct interpretation 
or the gift deed and other material the right to obtain a transfer of shares was clear .. 
ly and completely obtained by the donee appellant. There was no question of com-
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peting equities because the donee appellant was shown to have obtained a complete 
F 
legal right to obtain ~bares under the gift deed and an implied authority to take steps 
to aet his name registered. [549~D] · 
The fact that the relevant provisions of the Transfer of Property Act 
and the Companies Act must be interpreted harmoniously does not mean 
that a provision of one Act could be nullified by 
any provision of the 
other Act. It means that the provision of the two Acts should be read 
consistently with each other so far as it is reasonably possible to do so. This 
end can be best achieved by examining the object! and the subject-matter of 
each enactment and by viewing each relevant provision as a limb of an intergrated 
whole meant to serve the underlying purposes. In this way their separable spheres 
of operation will be clarified so as to avoid possibilities of conflict between them or 
any unnecessary overflow of what really appertains to one field into another. 
(539H-540B] 
(2) The Transfer of Property Act is an enactment meant for defining certain 
basic types of transfers and lays down the requirement both of substance and of 
form for their legal recognition and 
effectiveness. 
Section 5 of the Act 
gives a wide connotation to .. transfer of property". Section 6 of the Act lays down 
that 0 propertY of any kind may be transfered" subject to certain exceptions. 
Shares in a company are certainly a form of property. Section 28 of the Companies 
G 
B 
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B 
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V. R. SHELAT v. P. J. THAKAR 
535 
Act, 1913 says that they "shall be movable property, transferable in the manner pro-
vided by articles of the Company". A wide definition of "property" ins. 6 of the 
Transfer of Property Act includes not merely shares as transferable, movable pro· 
perty but would cover as a separate form of property a right to obtain shares which 
may be antecedent to the accrual of rights of a shareholder upon the grant of 
a sharr certificat

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