Share transfer invalid without concluded terms, authority, and board sanction; blank transfer deeds and certificates were insufficient.

Share transfer was ineffective where the contemporaneous documents showed that the sale terms were still under negotiation, the alleged transferor had no express or implied authority to deal with the wife's and other joint holders' shares, and the company's articles required prior board sanction that was not obtained. Mere possession of blank transfer deeds and share certificates did not complete the transfer, and oral evidence could not override the written documents under Section 93 of the Indian Evidence Act, 1872. No lawful transfer in favour of the defendants was proved, so the disputed shares remained with the plaintiffs and the reliefs for return of certificates, rectification of the register, and injunction were granted.

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Issues: Whether the transfer of the company shares was complete and legally valid, whether the plaintiff's husband had authority to transfer the wife's shares, whether board sanction was required under the company's articles, and whether the defendants were entitled to retain the share scrips or support rectification of the register.

Analysis: The transfer was held to be incomplete because the contemporaneous writing showed that the parties had not finalised the terms and conditions of sale and the matter remained at the negotiation stage. The plaintiff's husband had no express or implied authority to transfer the wife's shares, and there was no proof that the wife or the other joint holders had authorised him to do so. The company's articles required prior sanction of the board for transfer of shares, and no such sanction was shown. Mere possession of blank transfer deeds and share certificates did not complete the transfer, and oral evidence could not override the written documents in view of the rule reflected in Section 93 of the Indian Evidence Act, 1872. The defendants also failed to establish any lawful transfer in favour of defendant No. 2 or his nominees.

Conclusion: The transfer was invalid and ineffective in law, and the plaintiffs remained the owners of the disputed shares. The reliefs for return of share certificates, rectification of the register, and injunction against alienation of company property were granted.

Ratio Decidendi: A transfer of shares is not complete merely on delivery of blank transfer forms and share certificates where the contemporaneous documents show that the terms of transfer were still to be settled, and where the transferor lacked authority and the requisite board sanction was absent.

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