Transmission of shares as movables: heirs entitled to testatrix's shares and unlawful post death allotments must be rectified.

Shares are movable property and a will bequeathing movables includes shares; where identity of heirs is clear, formal transmission documents should not defeat substantive entitlement, therefore each legatee is entitled to one-third of the five shares. Entries in the company register made and shares allotted or transferred after the testatrix's death without lawful meetings or required quorum are void; the register must be rectified and impugned allotments and transfers deleted, with the company to record the heirs' and respondent's respective one-third shares and notify the Registrar.

---

---

Issues: (i) Whether the recital in the will bequeathing all movables includes the shares held by the testatrix and whether the petitioners are entitled to one-third each of the five shares held by the testatrix; (ii) Whether respondent could validly hold board or general meetings and allot shares to himself and appoint a director after the death of the testatrix without the required quorum.

Issue (i): Whether movables bequeathed under the will include the testatrix's shares and whether petitioners are entitled to one-third each of the five shares.

Analysis: Shares are movable property. The will bequeathed all movables to the legatees in equal one-third shares. Correspondence and admissions by the respondent acknowledge the testatrix's shareholding. Delay in asserting the claim was occasioned by prior litigation initiated by the respondent. Procedural requirements for transmission (such as succession certificate and identity documents) are ordinarily required to prevent wrongful registration, but where the identity of rightful heirs is clear and uncontested, rigid insistence on formal documents should not defeat substantive entitlement.

Conclusion: The petitioners are entitled to one-third each of the five shares held by the testatrix; the company is directed to transmit and record one-third shares to each heir accordingly.

Issue (ii): Whether meetings held and allotments made by respondent after the testatrix's death without requisite quorum are valid.

Analysis: A private company requires the statutory quorum for general meetings; a single remaining shareholder could not lawfully conduct general meetings to alter share capital or appoint directors. The respondent increased authorised and allotted substantial shares to himself and recorded transfers to his daughter after the testatrix's death without lawful meetings or requisite procedural compliance. Section 111(4) permits rectification of the register where entries are wrong or without sufficient cause.

Conclusion: Allotments and transfers effected by the respondent after the testatrix's death without lawful quorum or compliance are void; the entries showing 990 shares in respondent's name and the five shares in the daughter's name are to be deleted and the register rectified.

Final Conclusion: The petition is allowed; the company is directed to transmit and record the petitioners' and respondent's respective one-third shares in the five shares of the testatrix and to delete the impugned entries of allotment and transfer effected without lawful meetings, and to intimate the Registrar of Companies of the rectification.

Ratio Decidendi: Where movables are bequeathed by will, shares are included as movables and beneficiaries named in the will are entitled to transmission; entries in the company register made without lawful meetings or sufficient cause may be rectified under Section 111(4) of the Companies Act, 1956.

---