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Issues:
Rectification of register of members of a company based on share transfers; Completion of share transfer transactions; Stamp duty liability on transfer deeds; Validity of transfer deeds; Completion of transfer in case of pledged shares; Exemption from stamp duty for government as transferee. Analysis: The case involved cross appeals arising from an order regarding the rectification of the register of members of a company due to share transfers. The Union of India applied for rectification concerning eight shares held by different individuals. The shares were offered for sale to the Union of India, with the offer being unconditional and the shareholders willing to accept a fair price. The transfer process involved submission of transfer deeds and share scrips. The single judge allowed rectification for two shares but dismissed it for the remaining six, citing incomplete transactions by some shareholders. Regarding the completion of the share transfer transactions, the judge held that the offers made by some shareholders were unconditional, but certain aspects remained unresolved, such as the determination of a price. The judge also noted issues with stamp duty on the transfer deeds, as the stamps were not cancelled, rendering the deeds unstamped and incomplete. The Union of India contended that as the government was the transferee, stamp duty exemption applied. However, legal precedents established that the transferor is ordinarily liable for stamp duty in share transfers, leading to the dismissal of the Union's appeal on this ground. In the context of pledged shares, the court addressed the completion of the transfer of shares held by an individual despite being pledged. The judge ruled that since the share scrips were handed over with the transfer deeds, the transfer was considered complete, irrespective of the shares being pledged. The court upheld the decision of the single judge on this aspect. In conclusion, the court upheld the single judge's decision in all respects, dismissing both appeals and making no order on costs. The judges unanimously agreed on the outcome of the case, affirming the rulings on share transfer completion, stamp duty liability, and the validity of the transfer deeds.
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