Gift of shares completed by deed and delivery of transfer forms; donor's death did not defeat the donee's registration right.

A registered gift deed, coupled with delivery of share certificates and signed blank transfer forms, was treated as sufficient to complete the donor's gift of the right to obtain transfer of shares. The governing principle was that shares are property and that, under the Transfer of Property Act and Companies Act, the donor had done all that was reasonably necessary to vest the donee with that transferable right. Company registration remained a formal step to perfect the donee's position vis-a -vis the company and did not defeat the vested right. The donor's death did not invalidate the completed gift, and the donee remained entitled to registration of the transfer.

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Issues: Whether the registered gift deed, coupled with delivery of the share certificates and signed blank transfer forms, completed the gift of the donor's rights in the shares so as to entitle the donee to have the transfer registered despite the donor's death.

Analysis: The governing question was whether the donor had done all that was required to transfer the property intended to be gifted, viewed harmoniously under the Transfer of Property Act and the Companies Act, 1913. The Court held that shares are property, and that the Act recognises a separable antecedent right to obtain transfer and registration distinct from the full rights of a registered shareholder. The gift deed expressly identified the shares, was executed and accepted, and was accompanied by delivery of the share certificates and signed transfer forms. On these facts, the donor had completed the gift of the right to obtain transfer, and the company-law formalities for registration were only steps to perfect the shareholder's position vis-a -vis the company. The Court further held that the signed blank transfer forms and surrounding circumstances disclosed implied authority in the donee to complete the transfer formalities, and that the donor's death did not defeat that vested right.

Conclusion: The gift was complete in law as to the right to obtain transfer of the shares, and the donee was entitled to have the transfer registered; the donor's death did not invalidate that right.

Final Conclusion: The appellant's title to the gifted shares was upheld, and the High Court's reversal was set aside.

Ratio Decidendi: Where the donor of shares has, by a registered gift deed and delivery of the share certificates with signed transfer forms, done everything reasonably necessary to vest in the donee the right to obtain transfer, the gift of that right is complete and enforceable, and subsequent company-law registration formalities do not defeat it upon the donor's death.

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