Registered shareholder status governs section 19 protection, and forfeiture fails where shares remained in the member register.

Section 19 of the Displaced Persons (Debts Adjustment) Act, 1951 protects shares held by a displaced person on 15 August 1947, and the relevant date qualifies the holding of the shares rather than the date of the call. Where transfer forms had been signed but the transferee was not entered in the company's register, the company was entitled to rely on its register of members and treat the registered shareholder as liable for calls and any resulting forfeiture. The transferor may hold beneficially in trust as between transferor and transferee, but the company is not bound by an unregistered interest. On that basis, a person whose name remained on the register on the relevant date was treated as the holder and entitled to statutory protection; forfeiture against him was invalid.

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Issues: Whether a displaced person who had executed blank transfer forms but whose name continued in the company's register of members could be treated as holding the shares on 15 August 1947 for the purpose of section 19 of the Displaced Persons (Debts Adjustment) Act, 1951, and whether a call made before that date could still attract the statutory protection against forfeiture.

Analysis: Section 19 protects a displaced person in respect of shares held by him on 15 August 1947, and the date qualifies the holding of the shares, not the date on which the call was made. A call made after 1 March 1947 but before 15 August 1947 is within the protective scheme if the shareholder was still the registered holder on 15 August 1947. As between transferor and transferee, the transferor may hold the shares in trust after executing transfer forms, but so far as the company is concerned, it is entitled to rely upon its register of members. The company is not bound to recognise an unregistered beneficial interest, and the registered shareholder remains liable for calls until the transfer is accepted and the transferee's name is entered in the register. The articles of association and the provisions of the Companies Act reinforced this position. Since the respondent's name continued on the register and the company had forfeited shares standing in his name, the company could not deny that he was the holder of the shares on the relevant date.

Conclusion: The respondent was held to be the holder of the shares on 15 August 1947 and was entitled to the benefit of section 19; the forfeiture was invalid against him and the appeal failed.

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