Share transfer validity depends on proper stamping and delivery of scrips, with unstamped deeds defeating completion.

Transfers of shares require compliance with stamp and delivery requirements: an unconditional offer accepted by conduct may complete a sale contract, but transfer deeds bearing uncancelled stamps are treated as unstamped and cannot validly effect transfer. The court held that the transfers by Gurdial and Vidya Vati were incomplete and invalid because the deeds were not properly stamped, while the transfer of Ram Dial's two shares was complete because the share scrips and transfer documents were delivered, and the prior pledge did not defeat transfer where redemption was possible. The operative principle is that share transfer completion depends on valid stamp duty compliance and, where required, delivery of the scrips.

---

---

Issues: (i) Whether the transfers of shares by Gurdial and Vidya Vati were complete and valid despite the price not being fixed and the transfer deeds bearing uncancelled stamps; (ii) Whether the transfer of the two shares held by Ram Dial was complete notwithstanding that the shares had been pledged and were not in the transferee's possession.

Issue (i): Whether the transfers of shares by Gurdial and Vidya Vati were complete and valid despite the price not being fixed and the transfer deeds bearing uncancelled stamps.

Analysis: The offer to sell was unconditional and was accepted by the conduct of the parties, so the absence of a fixed price did not prevent completion of the contract. Under the Sale of Goods Act, where the price is not determined, the vendor may claim a reasonable price. However, the transfer deeds bore stamps that were not cancelled, and by virtue of the Stamp Act they were to be treated as unstamped. The claimed exemption did not apply, because the liability to pay duty on share transfer deeds ordinarily rests with the transferor and not with the Government as transferee.

Conclusion: The transfers by Gurdial and Vidya Vati were incomplete and invalid for want of properly stamped transfer deeds.

Issue (ii): Whether the transfer of the two shares held by Ram Dial was complete notwithstanding that the shares had been pledged and were not in the transferee's possession.

Analysis: Ram Dial had made an unconditional offer and handed over the share scrips along with the transfer documents. The fact that the shares had been pledged did not affect the transfer, because the pledge could have been redeemed and the scrips were in fact delivered with the transfer deeds. Delivery of the scrips was sufficient to complete the transfer.

Conclusion: The transfer of Ram Dial's two shares was complete.

Final Conclusion: The challenged shares were not all transferred in law, and the appeals failed.

Ratio Decidendi: A transfer of shares is incomplete unless the transfer is supported by properly stamped transfer deeds and, where required, delivery of the share scrips; an unstamped deed cannot be enforced for effecting the transfer, while an unconditional offer accepted by conduct may complete the contract of sale subject to compliance with stamp requirements.

---