A memorandum contemplating future finalisation of consideration...

A memorandum contemplating future finalisation of consideration and a subsequent share transfer did not complete a transfer of the company's shareholding. In the absence of an executed share transfer deed, endorsed share certificates and statutory compliance, later retrospective filings could not displace contemporaneous records showing the existing shareholders. Similarly, book entries against an unsecured interest-free loan could not transfer the company's immovable property without a registered conveyance, particularly where the alleged transferee continued paying rent. Retrospective manipulation of corporate records, attempted usurpation of shareholding and removal of the sole asset prejudiced members and constituted continuing oppression and mismanagement.