Appeal No 2515 of 1973 From the judgment and Decree dated the 11th12th July 1972 of the Gujarat High Court in LP A No 40 of 1969 section T Desai and HS Parihar for the appellant
MC Bhandare P H Parekh and Manju Jetley for respondent No 1 536 The Judgment of the Court was delivered by BEG J
This appeal after certification by the Gujarat High Court of fitness of the case for it I rises in the following circumstances Uttamram Mayaram Thakar a flourishing lawyer made a will on 10 6 1945 and died childless on 20 8 1946
His widow Bai Ruxmani obtained under the will inter alia certain shares the right and title to which are disputed before us
On 6 3 1948 Bai Ruxmani executed a registered gift deed purporting to donate the disputed shares in various limited companies of which details were given in the gift deed to her brother Vasudev Ranichandra Shelat the appellant before us hereinafter referred to as Shelat
On 18 4 1948 Bai Ruxmani also expired
But before she died she had signed several blank transfer formsapparently intended to be filled in by donee so as to enable him
to obtain the transfer of the donated shares in the registers of the various companies and share certificates in his own name
She had put her signatures in the correct places showing that she meant sign as the transferor of the shares
The shares could not however be transferred in the registers of the various companies in accordance with the relevant provisions of Company law before the lady s death
Therefore the respondent before us Pranlal Jayanand Thakar a nephew of the late Uttamram Mayaram Thakar disputed the claim of the appellant Vasudev Ramchandra Shelat to these shares in an administration suit which came up before a learned Judge of the Gujarat High Court in second appeal together with other matters
The learned Single Judge held that Shelat was entitled to the shares covered by the registered gift deed to which the blank transfer forms could be related but not to others said to have been orally gifted with which we are not concerned here
The learned Judge having granted leave to file a Letter s Patent Appeal a Division Bench of the Gujarat High Court which considered the rival claims reversed the decision of the learned Single Judge even with regard to the shares covered by the registered gift deed on the ground that the gift was incomplete for failure to comply with the formalities prescribed by the Companies  Act for transfer of shares
It held that there was no equity in favour of Shelat so that he may claim a right to complete what was left incomplete by the donor in her lifetime even though there could be no doubt that Bai Ruxmani had intended to donate the shares to Shelat
We think Mr ST Desai learned Counsel for the appellant Shelat rightly pointed out that every material finding on questions of fact given in favour of the appellant was upheld by the Division Bench
After indicating the terms of the gift deed the Division Bench held Thus it is undoubtedly true that the deed of gift discloses a clear and unequivocal intention on the part of Bai Ruxmani that Vasudev should become the owner of these shares and he should for all future time enjoy the fruits thereof
it is a well settled position in law that unless the gift it completed as required by law mere intention to make a gift cannot pass any title to the donee and does not make the 537 donee the owner of the property gifted by the donor
The registered gift deed itself cannot create any transfer and so it was not competent to the donor to divest the title in her merely by the execution of the gift deed
She was required to execute the regular transfer deeds or instruments of transfer in favour of Vasudev Shelat and hand them over to the donee Vasudev Shelat together with the share certificates
 It went on to say The circumstances as they clearly emerge and the facts as found by the Courts below go to show that the deed of gift was executed on March 6 1948 and at the same time the re levant share certificates were handed over by the donor to the donee and sometime between March 6 1948 when the gift deed was executed and April 18 1948 when Bai Ruxmani died blank transfer forms signed by Bai Ruxmani were handed over by Bai Ruxmani to vasudev Shelat the donee
 The appellant s submissions on facts found may be summarised as follows 1 As between the donor and the donee the transfer was complete with the registration of the gift deed and as there was a registered document even delivery of share certificates to the donee was not necessary in view of Section 122 
2 Assuming without conceding that the donor had to do something more than to execute a registered document this too was done when the shares certificates and the signed blank transfer forms were handed over to the donee by the donor
It did not matter if the name of the donee and other particulars are wanting in these blank forms
All necessary particulars of shares involved were expressly mentioned in the gift deed which specifies and identifies each individual share meant to be donated
The gift deed and the signed blank forms had to be read together
The donor had done all that reasonably lay with in her power to complete the donation
3The conduct of the donor in handing over the share certificates to the donee and the blank transfer forms read in the context of the expressly laid down intentions of the donor in the gift deed raised the presumption of an implied authority to fill in the details and to submit to the companies concerned the forms given by the donor to Shelat before her death
4 There was no evidence whatsoever in the case to repel the irresistible inference of an implied authority given to the donee to fill in and submit the transfer forms so as to obtain the necessary entries in the registers of the various companies concerned
5 The Division Bench had after giving all the necessary findings of fact in favour of the appellant misdirected itself by resorting to the doctrine that there is no equity to complete an incomplete transaction as there is when a bonafide purchaser for value comes before the Court
538 There was no question of any equity involved here
The simple question was one of fact
Did the inference of an implied authority of the donee to fill in the forms and take other steps necessary to get his name entered in the registers of shareholders arise or not Instead of considering and deciding whether such an inference arose the Division Bench had failed to decide the real issue on the erroneous view that equity debars it from inferring an implied authority because the donee unlike a bona fide purchaser for value had paid nothing for the rights he could get from the donor
All that could be urged on behalf of the respondent may be summed up as follows  1 The facts found make out at best an intention of Bai Ruxmani to donate but not the completion of a donation required by law for divesting the donor of interest in the property under consideration which consisted of shares
2 Although shares are goods as defined by the Sale of Goods Act yet they are goods  of a special kind
Their transfer is not completed merely by the execution of a registered document or by delivery but the correct mode of transfer is determined by the character of these goods Sec
123 of the lays down only a general mode of transfer by gift for goods in general but not for the transfer by gift of shares which are a special type of goods  capable of transfer only in accordance with a special mode prescribed by the Companies Act of 1913 which was applicable at the relevant time
In other words an adoption of the prescribed form of transfer is of the essence of a transfer for all purposes and not merely as between the shareholder and the company concerned
3 Sections 122  123 of the had to be read harmoniously with Sections 28 and 34 of the Companies Act 1913
4 Since material portions of the transfer form given in regulation 19 of Table A of the first Schedule of the Companies Act of 1913 were never filled in the doctrine of substantial compliance with the required form could not come to the aid of the appellant
5 The gift deed itself does not empower the donee to take any of those steps which remained to be taken to complete the transfer  so that the doctrine of implied authority would be excluded by the ex
press terms of the gift deed which not only do not confer any such authority Upon the donee but indicated that the donor was to take the necessary steps herself
6 Inasmuch as acceptance of the gift during the life time of the donor is a condition precedent to the validity of the gift as a transaction and the appellant Shelat did not apply for the transfer of shares so as to indicate his acceptance of the gift before the dono died the purported donation was frustrated by reason of Sec
122 of of the 
539 7 Even if we were to assume that the facts proved disclosed that the appellant donee was armed with an implied authority to obtain a transfer yet that authority not having been acted upon during the life time of the donor lapsed with the donor s death
The result was that the donation even if intended was imperfect or infructuous in the eye of law and could not be perfected or completed
Equity does not aid a merely purported donee who has given no consideration to obtain any right
In other words equitable considerations would not be irrelevant in deciding the question before us
8Even apart from equity under the law of agency found in sec
201 of our Contract Act the Principal s death terminates the agency so that the doctrine of implied authority does not help the appellant
9 Section 202 of the Contract Act could not apply to a case where the subject matter of the alleged agency is the taking of steps to complete a transfer and not the rights which could only accrue after the necessary steps are taken
Hence the appellant donee could not be said to have an interest in the subject matter of the agency which is distinct from rights which could have arisen if the object of the agency had been fulfilled
10 Section 202 of the Contract Act could apply to a case where an agent has an actual or existing interest in the subject matter of the agency
Even if the subject matter of the agency could be said to be Property consisting of shares there could be no question of applying Section 202 of the Contract Act before an  merest in the shares arose
Such interest could only arise after a completed transfer
11 Section 202 of the Contract Act contemplated cases of termination of agency in ways other than death
It meant that so long as a Principal is alive he could not terminate an agency so as to injure the interests of the agent in the subject matter of the agency
But in the case of the death of the Principal the relationship terminated ipso facto or automatically by death
12 A resort to the very concept of agency in this case presupposes that some interest of the Principal or the donor in the property said to be donated continued or in other words the assumption behind it was that the donation of shares was not complete in the eye of law
Its completion was not possible after the death of the donor
We think that questions to be really decided in the case before us have tended to become needlessly clouded by references to statutory provisions and to doctrines or concepts which really operate in separate and distinct fields of their own
It is true that the relevant provisions of the and the Companies Act must be interpreted harmoniously
But this certainly does not mean that a provision of one Act could be nullified by any provisions of the other Act
It means that the provisions of the two Acts should be read consistently with each other so far as it is reasonably possible I to do SO
540 We think that this end can be best achieved here by examining the objects and the subject matter of each enactment and by viewing each relevant provision as a limb of an integrated whole meant to serve the underlying purposes
In this way their separable spheres of operation will be clarified so as to avoid possibilities of conflict between them or any unnecessary overflow of what really appertains to one field into another
No doubt the is not exhaustive
It does not deal with every kind of transfer of property which the law permits
Nor does it prescribe the mode for every legally recognised transfer
Nevertheless it is an enactment meant for defining certain basic types of transfer and it lays down the requirements both of substance and of form for their legal recognition and effectiveness
Section 5 of this Act gives a wide connotation to transfer of pro perty
All that it requires is that the transferor must be living at the time of the transfer recognised by the Act
Section 6 of the Act lays down that property of any kind may be transferred subject to certain exceptions
Shares in a company are certainly a form of property
Section 28 of the Companies Act 1913 says that they shall be movable property transferable in the manner provided by the articles of the company
Both sides accept as correct the view of the Division Bench of the High Court that the shares are goods within the meaning of the Sale of Goods Act
The point which however deserves to be noted here is that wide definition of property in Section 6 of the Transfer
of Property Act includes not merely shares as transferable movable property but would cover as a separable form of property a right to obtain shares which may be antecedent to the accrual of rights of a shareholder upon the grant of a share certificate in accordance with the articles of association of company
In MP Barucha  Anr
vs V Sarabhai  Co  Ors1 which was a case of handing over share certificates together with blank signed transfer forms the Privy Council said at p 97 98 But further there seems to their Lordships a good deal of confusion arising from the prominence given to the fact that the full property in shares in a company is only in the registered holder
That is quite true
It is ture that what Barucha had was not the perfect right of property which he would have had if he had been the registered holder of the shares which he was selling
The company is entitled to deal with the shareholder who Is on the register and only a person who is on the register is in the full sense of the the word owner of the share
But the title to get on the register consists in the possession of a certificate together with a transfer signed by the registered holder
This is what Barucha had
He had the certificates and blank transfers signed by the registered holders
It would be an upset of all Stock Exchange transactions if it were suggested that a broker who sold shares by general description 1 53 Indian Appeals P 92  P 97 98
541 did not implement his bargain by supplying the buyer with certificates and blank transfers signed by the registered holders of the shares described
Barucha sold what he had got
He could sell no more
He sold what in England would have been chooses in action and he delivered chooses in action
But in India by the terms of the Indian Contract Act these chooses in action are goods
By the definition of goods as every kind of movable property it is clear that not only registered shares but also this class of chooses in action are goods
Hence equitable considerations not applicable to goods do not apply to shares in India
 Thus we find that in Barucha s case supra a distinction was made between the title to get on the register and the full property in the shares in a Company  The first was held to have been acquired by mere delivery with the required intention of the share certificate and a blank form signed by the transferor
The second is only obtained when the transferee in exercise of his right to become a shareholder gets his name on the register in place of the transferor
This antecedent right in the person to whom the share certificate is given with a signed blank transfer form under a transaction meant to confer right or title upon him to become a shareholder is enforceable so long as no obstacle to it is shown to exist in any of the articles of association of a company or a person with a superior right or title legal or equitable does not appear to be there
We think that Section 6 of the Justifies such a splitting up of rights constituting  property in shares just as it is well recognised that rights of ownership of a property may be split up into a right to the corpus and another to the usufruct of the property and then separately dealt with
122 of the defines a gift
its substantial requirements are  1 the donor must transfer property which is the subject matter of the gift voluntarily and without consideration 2 and the donee must accept it during the life time of the donor or while the donor s competence to give exists
Section 123 of the prescribes the mode of transfer by gift
It lays down that the transfer may be effected either by registered instrument signed by the donor and attested by at least two witnesses or by delivery
No special mode of delivery is specified
On the other hand it is indicated that the delivery may be made in such a way as the goods sold are delivered
In the case before us the registered document was signed by the donor as the giver as well as by the donee as the acceptor of the gift and it is attested by six witnesses
In it the donor specified and gave particulars of the shares meant to be gifted and undertook to get the name of the donee put on to the registers of the companies concerned
The donor even said that she was thenceforth a trustee for the benefit of the donee with regard to the income she may get due to the fact that her name was still entered in the registers of the companies concerned as a shareholder
The donor delivered the registered gift deed together with the share certificates to the donee
We 542 think that on these facts the donation of the right to get share certificates made out in the name of the donee became irrevocable by registration as well as by delivery
The donation of such a right as a form of property was shown to be complete so that nothing was left to be done so far as the vesting of such a right in the donee is concerned
The actual transfers in the registers of the companies concerned were to constitute mere enforcements of this right
They were necessary to enable the donee to exercise the rights of the shareholder
The mere fact that such transfers had to be recorded in accordance with the company law did not detract from the completeness of what was donated
We think the learned Counsel for the appellant rightly contended that even in the absence of registration of the gift deed the delivery of the documents mentioned above to the donee with the clear intention to donate would be enough to confer upon the donee a complete and irrevocable right of the kind indicated above in what is movable property
He relied upon  Kalyanasundaram Pillai vs Keruppa Mooppanar  Ors1 Venkatsubba Shrinivas Hegde vs Subba Rama Hegde2 Firm Sawan Mat Gopi Chand vs Shiv Charan Das3
The requirements of form or mode of transfer are really intended to ensure that the substantial requirements of the transfer have been satisfied
They subserve an object
In the case before us the requirements of both Section 122 and Section 123 of the were completely met so as to vest the right in the donee to obtain the share certificates in accordance with the provisions of the Company law
We think that such a right is in itself property and separable from the technical legal ownership of the shares
The subsequent or full rights of ownership of shares would follow as a matter of course by compliance with the provisions of Company law
In other words a transfer of  property rights in shares recognised by the  may be antecedent to the actual vesting of all or the full rights of ownership of shares and exercise of the rights of shareholders in accordance with the provisions of the Company law
The Companies Act of 1913 was meant to consolidate and amend the law relating to trading companies and other associations
It is concerned with the acts and proceedings relating to the formation running and extinction of companies with rights duties and liabilities of those who are either members or officers of such companies and of those who deal with companies in other capacities
Its subject matter is not transfer of property in general
It deals with transfers of shares only because they give certain rights to the legally recognised shareholders and imposes some obligations upon them with regard to the companies in which they hold shares
A share certificate not merely entitles the shareholder whose name is found on it to interest on the share held but also to participate in certain proceedings relating to the company 1 54 I A 89
2 ILR 3 AIR 1924 Lab
543 concerned
It is for this purpose that Section 34 of the Companies Act 1913 enables the making of an application for the registration of the transfer of shares in a Co  either by the transferor or the transferee
A share certificate is a prima facie evidence under Sec 29 of the Act of the title to a share Sec
34 of the Act does not really prescribe the mode of transfer but lays down the provisions for registration of a transfer
In other words it presupposes that a transfer has already taken place
The manner of transfer of shares for the purposes of Company law has to be provided as indicated by Sec 28 by the articles of the Company and in the absence of such specific provisions on the subject regulations contained in Table A  of the 1st Schedule of the Companies Act apply
Table A  of the 1st Schedule to the Companies Act of 1913 gives regulation 19 as follows 19
Shares in the company shall be transferred in the following form or in any usual or common form which the directors shall approve  1 A B of in consideration of the sum of rupees paid to me by C D of hereinafter called the said transferee do hereby transfer to the said transferee the share or shares numbered in the undertaking called the Company Limited to hold unto the said transferee his executors administrators and assigns subject to the several conditions on which I held the same at the time of the execution thereof and I the said transferee do hereby agree to take the said share or shares subject to the conditions aforesaid
As witness our hands the day of Witness to the signatures of etc
 Apparently the form given here is only for sales
In the case of a gift the more general provisions of regulation 18 would apply
This regulation says  The instrument of transfer of any share in the company shall be executed both by the transferor and transferee and the transferor shall be deemed to remain holder of the share until the name of the transferee is entered in the register of members in respect thereof
 We find from the gift deed that both the donor and the
donee have signed the document under two headings respectively  giver of the gift and acceptor of the gift
Hence we think that the broadly indicated requirements of regulation 18 were also complied with by the contents of the gift deed
It is immaterial that the gift deed deals with a number of items so long as the requirements of regulation 18 are fulfilled
After all the observance of a form whether found in the or in the Companies Act is meant to serve the need of the substance of the transaction which were undoub tedly shown to have been completely fulfilled here
There is nothing in regulation 18 or anywhere else in our Company law to indicate that 544 without strict compliance with some rigidly prescribed form the transaction must fail to achieve its purpose
The subservience of substance of a transaction to some rigidly prescribed form required to be meticulously observed savors of archaic and outmoded jurisprudence
Buckley on the Companies Acts XIII Edn
p 813 was cited before us for the proposition that non registration of a transfer of shares made by a donor does not render the gift imperfect
Considerable argument was advanced by both sides on the correct interpretation of the leading English case mentioned there  Re Nose Midland Bank Executor  Trustee Co Ltd vs Rose1 where Jenkins J after an exhaustive discussion of the English case law on the subject held that when a testator had done everything that lay in his power to divest himself of his Fights in preference shares completion of the legal title by registration could only be the act of a third party which did not affect the efficacy of the gift of shares inter vivos
The Court of Appeal upheld this decision in  In Be Rose V Inland Revenue Commissioners2 It held that the deceased was in the position of
a trustee of the legal title in the shares for the transferees pending the entry of the names of the donees in a company s register and the issue of share certificates to them
In the case before us we find that Bai Ruxmani had actually stated in the gift deed that her position vis a vis the donee who had accepted the gift was that of a trustee for the benefits received by her from the gifted shares until the completion of the legal formalities so that appropriate entries are made in  the registers of companies concerned and fresh share certificates are issued to the donee
We therefore think that this case helps the appellant
In Ms
Howrali Trading Co Ltd vs The Commissioner of Income tax Calcutta3 considering a case of blank transfers Hidayatullah J speaking for this Court said at p 453  In such blank transfers the name of the transferor is entered and the transfer deed signed by the transferee who if he so chooses completes the transfer by entering his name and then applying to the company to register his name in place of the previous holder of the share
The company recognises no person except one whose name is on the register of members upon whom alone calls for unpaid capital can be made and to whom only the dividend declared by the company is legally payable
of course between the transferor and the transferee certain equities arise even on the execution and handing over of a blank transfer  and among these equities is the right of the transferee to claim the dividend declared and paid to the transferor who is treated as a trustee on behalf of the transferee
These equities however do not touch the company and no claim by the transferee whose name is not in the register of 1 2 1932 1 Ch
D 499
3 1959 Supp
2 SCR 448  453
545 members can be made against the company if the transferor retains the money in his own hands and fails to pay to it to him
 This case also makes a distinction between an antecedent right and title of the transferee under a blank transfer and the fully blossomed rights and title of such a transferee after the due registration of a transfer
Another case cited before us was  R Subba Naidu vs Commis sioner of Gift Tax Madras1 where a distinction was made between a transfer of the antecedent right to the shares which operated with full force between a donor and the donee notwithstanding that vis a vis the company the donor continued to be holder of the shares in the absence of transfer of shares
In other words the fields of operation of the provisions of Sections 122 and 123 of the and the provisions of the Companies Act 1913 were different
Each had different objects and legal consequences
The Companies Act did not prevent the completion of a gift of the right to obtain the shares which could in common parlance or loosely speaking be spoken of as a gift of shares themselves even before the gift is acted upon so that the donee obtains share certificates in his own name
The could not enable the donee to exercise the rights of a shareholder vis a vis the company until a transfer of shares is made in accordance with the Company law
other cases cited on behalf of the appellant which we will only mention without discussion were 1
Colonial Bank vs Hepworth2 2
In Re
Tahiti Cotton Company ex parte Sargent3 3
In Re Letheby  Christopher Limited4 4
In the matter of Bengal Silk Mills Co Ltd5 5
The Bank of Hindustan Ltd  Ors
vs Kowtha Suryanara yana Rao  Ors6 6
Arjun Prasad Ors
vs Central Bank of India Ltd 7 7
Benode Kishore Goswani vs Ausutosh Mukhopadhya  Anr8
Learned Counsel for the respondent cited the following passage from the Palmer s Company Law 21st edition 1968 p 334
A transfer is incomplete until registered
Pending registration the transferee has only an equitable right to the shares transferred to him
He does not become the legal owner until his name is entered on the register in respect of these shares 1 1969 Vol
2 3 1873 17 Equity Cases 273 279
4  5 AYR  464
6 RR  1072
7 AIR 1956 Pat
8 546 This statement of the law in England is correct
The transferee under a gift of shares cannot function as a shareholder recognised by company law until his name is formally brought upon the register of a company and he obtains a share certificate as already indicated above
indeed there may be restrictions on transfers of shares either by gift or by sale in the articles of association
Thus we find in Palmer s Company Law at p 336  There is nothing to limit the restrictions which a company s articles may place on the right of transfer
The articles may give the directiors power to refuse to register a transfer in any specified cases for instance where calls are in arrear or where the company has a lien on the shares and some such provisions are usually inserted
Thus article 24 provides that the directors may decline to register any transfer of a share not being a fully paid share to a person of whom they do not approve and may also decline to register any transfer of shares on which the company has a lien
But the articles in many cases go far beyond this
They may prohibit for example the transfer of a share to any person who is not a member of a specified class or provide as they often do in private com panies that before transferring to an outsider the intending transferor must first offer the shares to the other members and give them a right of pre emption
Such provisions though permanent do not contravene the rule against perpetuities
 In the type of cases contemplated above where there are special restrictions on the transfer of shares imposed by the articles of association the difficulty or defect is inherent in the character of such shares
In such cases the donee or purchaser cannot get more than what the transferor possesses
Therefore in such cases it is possible to hold that even the right and title to obtain shares which we have viewed as separable from the legal right and title to function as a shareholder is incomplete because of a defect in the nature of shares held due to some special restrictions on their transferability under the articles of association of the company concerned
But such is not shown to be the case at all with any of the shares which formed the subject matter of the gift in favour of Shelat
Hence in our opinion cases which deal with inchoate rights to shares do not assist the respondent because at least a gift of the right to obtain the transfer of shares in the books of the companies concerned was shown to be complete on the terms of the gift deed of Bai Ruxmani coupled with the handing over of the share certificates and the subsequent signing of the blank transfer forms
It was not a ease of a bare expression of an intention to donate
The donor had done everything which she could reasonably be expected to do to divest herself of her rights in the shares donated
Ireland vs Hart 1 relied upon by the respondent was a case in which a prior equitable title of a wife for whom the husband was a 1 1902 1 CD p 522  529
547 trustee took precedence over the claim of a subsequent mortgagee
This case was cited in Palmer s Company Law as an instance of how delay in registration may endanger the claims of a transferee when some already existing prior equity comes to light In upholding the wife s claim of a prior equitable right the Court said at p 529  It is established by Societe Generale de Paris vs Walker 11 App
Case 20 Roots vs Williamson  and Moore vs North Western Bank 18912 Ch
599 that where the articles are in the form in which they are in the present case a legal title is not acquired as against an equitable owner before registration or at all events until the date when the person seeking to register has a present absolute and unconditional right to have the transfer registered
I am not called upon to define the meaning of a present absolute and unconditional right but as it appears to me I am not sure that anything short of registration would do except under very special circumstances
At all events I am of opinion that in this case prior to the date of the injunction the defendant Hart had not a present absolute and unconditional right  to the registration of the transfer of these shares and that the prior equitable right of the plaintiff Mrs Ireland must prevail Thus what was disputed there was the right to obtain registration of a transfer of shares
The husband s power to mortgage was itself circumscribed by his position as a trustee
It was also pointed out in Palmer s Company Law at p 334 It has never been clearly decided in what circumstances the present absolute unconditional right to have the transfer registered  to which Lord Selborne refers arises
It is thought that in many instances the test is that indicated by Jenkins J in Re Rose I was referred on that to the well known case of Milroy vs Lord and also the recent case of Re Fry Chase National Executors  Trustees Corpn
vs Fry
Those cases as I understand them turn on the fact that the deceased donor had not done all in his power according to the nature of the property given to vest the legal interest in the property in the donee
In such circumstances it is of course well settled that there is no equity to complete the imperfect gift
If any act remained to be done by the donor to complete the gift at the date of the donor s death the court will not compel his personal representatives to do that act and the gift remains incomplete and fails
In Milroy V Lord the imperfection was due to the fact that the wrong form of transfer was used for the purpose of transferring certain bank shares The document was not the appropriate document to pass any interest in the property at all
In Re Fry the flaw in the transaction Which was a transfer or transfers of shares in a certain company 548 was failure to obtain the consent of the Treasury which in the circumstances surrounding the transfers in question was necessary under the Defence Finance Regulations Act 1939 and as appears from the head note what was held was that the donor s executors ought not to execute confir matory transfers
In this case as I understand it the testator had done everything in his power to divest himself of the shares in question to Mr Hook
He had executed a transfer
It is not suggested that the transfer was not in accordance with the company regulations
He had handed that transfer together with the certificates to Mr Hook
There was nothing else the testator could do
Therefore it seems to me that the present case is not in pari materia with the two cases to which I have been referred
The real position in my judgment is that the question here is one of construction of the will
The testator says if such preference shares have not been transferred to him previously to my death
 The position was that so far as the testator was concerned they had been so transferred
 Respondent s learned Counsel also relied on Re Fry Chase National Executors  Trustees Corpn
Ltd vs Fry  Ors1 which has been referred to by Jenkins J in the passage quoted above
In that case apart from other distinguishing features the flaw in the purported transfer was that it contravened the Defence Finance Regulation Act 1939 which prohibited an acquisition of interest in the shares without a licence from the Treasury
Hence the purported transfer was really illegal
No such illegality is shown to exist in the case before us
Respondent s learned Counsel cited Amarendra Krishna Dutt vs Monimunjary Debi 2 where after a husband had executed a document in favour of his wife the parties had done nothing to get the transfer registered for nearly 2 years during which the dividend was received sometimes by the wife and sometimes retained by the husband with the permission or implied consent of the wife
The Court held that the purported gift being an intended transfer only could not operate as a declaration of trust
Another ground for the decision was that the disposition of the shares failed as being imperfect voluntary gift
Here the Calcutta High Court purported to follow Milroy vs Lord 3 and Richards vs Delbridge4
No such facts are present in the case before us
Moreover we seriously doubt the correctness of this decision of the Calcutta High Court
It seems to conflict with the law declared in the cases cited by the appellant which we approve
Another case relied upon by the respondent was The Bank of Hindustan Ltd V Kowtha Suryanarayana Rao  Ors
supra where the Court refused
to direct rectification of a register of member s 1 2 ILR 3  4 1874 LR
18 Eq
549 because the articles of association vested an absolute discretion in the company to recognise or refuse to recognise a transfer
The Company s consent to a transfer had been refused because the company did not accept the correctness of the form of transfer deeds
In other words this was a case in which the provisions of articles of association stood in the way of rectification of the register
Such is not the case before us
The result is that We do not think that the respondent has made out a case for defeating the clearly expressed intentions of the donor coupled with the authority with which the donee was armed by reason of the signed blank transfer forms
We think that the implied authority was given with regard to a subject matter in which Shelat had acquired an interest
On a correct interpretation of the gift deed and the other facts mentioned above we are of opinion that the right to obtain a transfer of shares was clearly and completely obtained by the donee appellant
There was no question here of competing equities because the donee appellant was shown to have obtained a complete legal right to obtain shares under the gift deed and an implied authority to take steps to get his name registered
This right could only be defeated by showing some obstacle which prevented it from arising or which could defeat its exercise
No such obstacle having been shown to us to exist the rights of the donee appellant would prevail as against any legal rights which could have accrued to others if the donee had not already acquired the legal right which as held by us above had become vested in him
We therefore allow this appeal with costs and set aside the judgment and decree of the Division Bench of the High Court and restore that of the learned Single Judge


Summary:
By a registered deed a donor gifted to the appellant shares in various limited companies
Before her death the donor had signed several blank transfer forms to enable the done to obtain transfer of the shares in the register of companies and share certificates in his name
She had signed at the correct places showing that she meant to sign transfer of shares but the transfer could not be effected before the donor s death
The respondent claiming the shares filed an administration suit
A single Judge of the High Court held that the appellant was entitled to shares covered by the gift deed to which blank transfer forms could be related
A division bench of the High Court reversed the decision of the Single Judge on the ground that the gift was incomplete for failure to comply with the formalities prescribed by the Indian Companies Act 1913 for transfer of shares
It further held that there was no equity in favour of the appellant so that he may claim the right to complete what was left incomplete by the donor in her life time
On appeal it was contended in this Court 1 that since the donor had signed the blank transfer forms and handed them over to the done the gift deed and the signed blank forms had to be read together and 2 that the transfer was complete with the registration of the gift deed and even delivery of share certificates to the done was not necessary in view of section 122 of the 
Allowing the appeal HELD1 The respondent has not made out a case for defeating the clearly expressed intentions of the donor coupled with the authority with which the donor was armed by reason of the signed blank transfer forms
On a correct interpretation of the gift deed and other material the right to obtain a transfer of shares was clearly and completely obtained by the donee appellant
There was no question of competingequities because the donee appellant was shown to have obtained a complete legal right to obtain shares under the gift deed and an implied authority to take steps to get his name registered
549B D The fact that the relevant provisions of the and the Companies Act must be interpreted harmoniously does not mean that a provision of one Act could be nullified by any provision of the other Act
It means that the provision of the two Acts should be read consistently with each other so far as it is reasonably possible to do so
This end can be best achieved by examining the objects and the subject matter of each enactment and by viewing each relevant provision as a limb of an integrated whole meant to serve the underlying purposes
In this way their separable spheres of operation will be clarified so as to avoid possibilities of conflict between them or any unnecessary overflow of what really appertains to one field into another
539H 540B 2 The is an enactment meant for defining certain basic types of transfers and lays down the requirement both of substance and of form for their legal recognition and effectiveness
Section 5 of the Act gives a wide connotation to transfer of property
Section 6 of the Act lays down that property of any kind may be transferred subject to certain exceptions
Shares in a company are certainly a form of property
Section 28 of the Companies says that they shall be movable property transferable in the manner provided by articles of the Company
A wide definition of property in section 6 of the includes not merely shares as transferable movable property
but would cover as a separate form of property a right to obtain shares which may be antecedent to the accrual of rights of a shareholder upon the grant of a share certificate in accordance with the articles of association of a company
540B E There is a distinction between the title to get on the register and the full property in the shares in a company
The first is acquired by mere delivery with the required intention of the share certificate and a blank form signed by the transfer
The second is only obtained when the transferee in exercise of his right to become a shareholder gets his name on the register in place of the transferor
This antecedent right in the person to whom the share certificate is given with a signed blank transfer form under a transaction meant to confer right or title upon him to become a shareholder is enforceable so long as no obstacle to it is shown to exist in any of the articles of association of a company or a person with a superior right or title legal or equitable does not appear to be there
Section 6 of the TP Act justifies such a splitting up of rights constituting property in shares just as it is well recognised that rights of ownership of property may be split up into a right to the Corpus and another to the usufruct of the property and then separately dealt with
541C E MP Barucha  Anr
V V Sarabhai  Co  Ors
53 Indian Appeals P 92  97 98 relied on
Section 122 of the defines a gift
Section 123 of the T P Act prescribes the mode of transfer by gift
No special mode of delivery is specified in the section
On the other hand it is indicated that the delivery may be made in such a way as the goods sold are delivered
541E G In the instant case the registered document was signed both by the donor and donee and is attested by witnesses
The donor specified and gave particulars of the shares meant to be gifted
The donor delivered the registered gift deed together with the share certificates to the donee
On these facts the donation of the right to get share certificates made out in the name of the donee became irrevocable by registration as well as by delivery
The actual transfers in the registers of the companies concerned were to constitute mere enforcement of this right
They were necessary to enable the donee to exercise the rights of the shareholder
The mere fact that such transfers had to be recorded in accordance with the Company Law did not detract from the completeness of what was donated
541G 542B The broadly indicated requirements of regulation 18 of Table A of 1st Schedule to the Companies Act 1913 were also complied with by the contents of the gift deed
It is immaterial that the gift deed deals with a number of items so long as the requirements of Regulation 18 are fulfilled
The observance of a form whether found in the or in the Companies Act is meant to serve the needs of the substance of the transaction which were undoubtedly shown to have been completely fulfilled here
There is nothing in Regulation 18 to indicate that without strict compliance with some rigidly prescribed form the transaction must fail to achieve its purpose
The subservience of substance of a transaction to some rigidly prescribed form required to be meticulously observed savors of archaic and outmoded jurisprudence
543G 544A Re Nose Midland Bank Executer  Trustee Co Ltd vs Rose
 Re Rose Rose vs Inland Renvenue Commissioners  Ms
Howrah Trading Co Ltd vs The Commissioner of Income tax Calcutta 1959 Supp
2 SCR 448  453 referred to