Share transfer formalities and registered conveyance requirements govern ownership; book entries cannot validate either transfer.

A transfer of shares is ineffective unless the mandatory statutory procedure is followed, including duly executed and stamped transfer documents and endorsement on the share certificates; balance-sheet entries and annual returns cannot replace lawful transfer formalities. On the facts, the filings continued to show the petitioners as shareholders, so the alleged share transfer was invalid and they remained 100% shareholders. Title to immovable property cannot pass by book entries or statutory filings alone; in the absence of a registered conveyance or other legally effective instrument, no valid transfer occurs. The alleged transfer of the company's immovable property was therefore not valid and was treated as illegal, null and void.

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Issues: (i) whether the petitioners continued to hold 100% shareholding in the company and whether the alleged transfer of shares in favour of the other respondents was valid; (ii) whether the company's immovable property could be treated as validly transferred to the connected company by mere book entries and statutory filings without a registered conveyance.

Issue (i): whether the petitioners continued to hold 100% shareholding in the company and whether the alleged transfer of shares in favour of the other respondents was valid.

Analysis: The statutory filings continued to reflect the petitioners as shareholders for the relevant period, while no duly executed share transfer forms, stamped transfer documents, or endorsement on the original share certificates were produced. The record did not establish compliance with the mandatory procedure governing transfer of shares, and the explanation that the transfer documents were lost was not accepted. Mere entries in balance sheets or annual returns could not substitute for a lawful transfer of shares. The attempt to alter earlier financial filings without proper authority was also inconsistent with the statutory scheme governing reopening or revision of accounts.

Conclusion: The alleged transfer of shares was invalid, and the petitioners continued to be the 100% shareholders.

Issue (ii): whether the company's immovable property could be treated as validly transferred to the connected company by mere book entries and statutory filings without a registered conveyance.

Analysis: Immovable property could be transferred only through a legally recognised conveyance satisfying the requirements of registration and transfer of property law. No registered sale deed, conveyance, or agreement establishing transfer of title was produced. The continued treatment of the property as belonging to the original company, including the payment of rent, further negatived any completed transfer. A balance-sheet entry or ROC filing could not operate as a conveyance of title in immovable property.

Conclusion: The alleged transfer of the immovable property was not a valid transfer and was illegal, null and void.

Final Conclusion: The petition succeeded on the core claims concerning shareholding and immovable property, while the remaining reliefs were refused.

Ratio Decidendi: A transfer of shares is ineffective without compliance with the mandatory statutory transfer procedure, and title in immovable property cannot pass by accounting entries or corporate filings in the absence of a registered conveyance or other legally effective instrument of transfer.

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