Shaheen Shan v The Registrar of Companies & Ors [2026] EWHC 1058 (Ch)

Case No CR-2024-LDS-000996[2026] EWHC 1058 (Ch)Date Date: 6 May 2026
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS IN LEEDS
INSOLVENCY AND COMPANIES LIST (ChD)
Between
SHAHEEN SHAN IN HER CAPACITY AS EXECUTRIX OF THE ESTATE OF ALI AKBAR SHAN) AND HER PERSONAL CAPACITYClaimant(1) THE REGISTRAR OF COMPANIESDefendants(2) YORKSHIRE HALAL MEAT SUPPLIER LIMITEDDefendant(3) SHANS SUPERMARKET LIMITEDDefendant(4) AFTAB ALIDefendant(5) SAJAD ALI SHANDefendant
Before: His Honour Judge Richard Carter sitting as High Court Judge
Mr Passfield KC (instructed by Schofield Sweeney) for ClaimantMr Harper KC and Ms Collinson (instructed by Hunter Lawyers) for DefendantsHearing Hearing dates: 4-6 & 9 February 2026
JudgmentI direct that pursuant to CPR PD 39A para 6.1 no official shorthand note shall be taken of this Judgment and that copies of this version as handed down may be treated as authentic.This Judgment was handed down by email on 09 April 2026 at 10:30AM.............................
[1]The Claimant, Mrs Shaheen Shan (“Shaheen”), is the widow of the late Ali Akbar Shan (“Ali”) who died on 26 January 2022. She is the Executrix under a Will dated 23 April 2021 and the beneficiary of his Estate. Probate was granted on 22 January 2026 out of the Principal Registry (a copy of the grant is in the main bundle at 1608).[2]The Fourth and Fifth Defendants are the brothers of Ali (“Aftab” and “Sajad” respectively). The Second and Third Defendants are limited companies owned and operated by the Shan family in the circumstances detailed below (“YHMS” and “SSL” respectively).[3]For ease of use I shall refer to the parties by their first names and no disrespect is meant by that.[4]This claim (the “CA Claim”) is one part of several sets of proceedings involving the family and other companies. It is the first of the claims to come to Trial, determining as it does the ownership of YHMS. However, there have been several interim applications brought in this and the other claims (under CR-2023-000964 and BL-2024-LDS-00033 (“the Misfeasance Claim”)).[5]I have been provided with a main bundle totalling 1608 pages and a supplemental bundle totalling 991 pages. In addition, the parties prepared a Core Bundle for the trial and Counsel filed skeleton arguments and bundles of authorities. I am grateful to Counsel for those documents as well as the helpful manner in which they conducted the Trial.

The Background

[6]YHMS was incorporated on 8 September 2003. Its memorandum of association records that on incorporation it had an authorised share capital of £1,000 divided into 100 ordinary shares. There was 1 subscriber share held by OCS Corporate Secretaries Limited (“OCS”). The statement filed in Form 10 recorded that on incorporation OCS was the first Company Secretary and that OCS Directors Limited was the first Director.[7]On 1 October 2003 YHMS filed forms at Companies House appointing Ali and Aftab as directors as of 8 September 2003 in place of OCS Directors Limited. Aftab was appointed Company Secretary. Returns of allotment of shares were filed recording the allotment as at 8 September 2003 as follows: i) 150 shares to Aftab; and ii) 149 shares to Ali.[8]The subscriber share held by OCS was not recorded as having been transferred to either Ali or Aftab. There were various filings, which I set out below, between that initial one and the death of Ali on 26 January 2022. At the time of Ali’s death, the electronic register at Companies House recorded the following: i) Ali was the sole director of YHMS; ii) The 300 issued shares were held as follows: a) Ali held 150 shares; b) Aftab held 60 shares; c) Shaheen held 45 shares; and d) Rukhsana Shan (the wife of Sajad) held 45 shares. iii) Ali was the sole director and shareholder of SSL.[9]Shortly after Ali’s death, Aftab and Sajad caused new filings to be made at Companies House recording that: i) Aftab and Sajad had been appointed directors of YHMS and SSL on 25 January 2022 (i.e. the day before Ali’s death); and ii) YHMS’s shares were held as follows: a) Ali had 60 shares. b) Aftab had 150 shares. c) Shaheen had 45 shares; and d) Rukhsana had 45 shares. iii) Aftab and Sajad became registrable as persons with significant control (PSCs) of SSL on 25 January 2022, holding directly or indirectly 75% or more of the shareholding in SSL.[10]By her claim Shaheen alleges that these filings (January 2022) were made without the authority of YHMS or SSL and were unlawful. She seeks an order rectifying the electronic registers of YHMS and SSL at Companies House pursuant to s 1096(1) of the Companies Act 2006 (“the Act”) to remove the filings by Aftab and Sajad; and, so far as necessary, to rectify YHMS’s register of members pursuant to s 125(2) of the Act to reflect the true ownership of its registered shares.[11]It is her position that the filings made by Aftab and Sajad after Ali’s death were made unlawfully and that at the date of his death, the 300 shares were held as set out in paragraph 8.ii) above such that she holds 150 shares as Executrix of Ali’s Estate and 45 shares in her own name. Alternatively, she asserts that the 300 shares are held 50/50 by Ali’s estate and Aftab. It is to be inferred that the subscriber share was transferred to Ali in or about 2003 to give Ali and Aftab equal shares.[12]Aftab and Sajad’s position is that the filings made in January 2022 were made with authority and that the register of members should be rectified to record Aftab as the holder of 299 (or 300) shares in YHMS, alternatively as the holder of 150 shares in YHMS. They further assert that Aftab remained a director of YHMS throughout and that he therefore had the power to appoint Sajad as a co-director following Ali’s death.

List of Issues

[13]The parties agreed on the following issues for Trial: i) Who owns the subscriber share in YHMS? ii) Did the Deceased transfer his 149 shares in YHMS to the Fourth Defendant on or around 8 July 2005? iii) Did the Fourth Defendant transfer 90 of his 150 shares in YHMS to the Claimant and Rukhsana Shan (45 shares each) on or around 6 November 2015? iv) Did the Fourth Defendant resign as a director of YHMS on or around 31 August 2013? v) Were the Fourth and Fifth Defendants validly appointed as directors of YHMS on 25 January 2022? vi) Were the Fourth and Fifth Defendants validly appointed as directors of SSL on 25 January 2022?

The Relevant Law

[14]There was no dispute on the law. A person becomes a member of a limited company if they either subscribe to the memorandum of association or agree to become a member of the company, and their name is entered on the company’s register of members – s 112 of the Act.[15]A company is required to maintain a register of members. The register should include a statement of the shares held by each member – s 113 of the Act.[16]The register of members is not the same as the statements of shareholdings held at Companies House. However, in Re JDK Construction Limited [2024] EWCA Civ 934, the Court of Appeal was prepared to proceed on the basis that the company accountant would have updated the company’s register of members at the same time as making the electronic filings at Companies House. The court adopted the view of the judge at first instance, who had noted in his judgment at §10-11 “…that in the absence of any copy of the Company’s register of members in evidence, he would proceed upon the footing that the Company’s accountants, who had made the various electronic filings at Companies House, had also made corresponding entries in the register of members. He thus concluded that the register of members would have shown that Julie was the sole holder of all 100 ordinary shares in the Company at the time of the Written Resolution.”[17]The presence of an entry in the company’s share register of a share transfer is not sufficient to effect a transfer without a transfer document. Where there has been a removal from the register without a transfer document, then the person wrongly placed on the register holds the shares as a bare trustee for the person wrongly removed – per International Credit & Investment (Overseas) Ltd v Adham [1994] 1 BCLC 66.[18]Absent a valid share transfer document being presented to it, a company cannot alter its register of members or remove the name of a registered holder of shares without an order of the Court – Re Derham & Allen Ltd [1946] Ch. 31.[19]Legal ownership of paper shares in a company can only be transferred by the execution of a proper instrument of transfer, its delivery to the company and registration by the company in accordance with the Companies Act 2006 – Guest on the Law of Assignment 5th Ed at 6-44 and 1-42:
“Section 770 (1) of the Act requires a “proper instrument of transfer” to be delivered to the company. This will normally be accompanied by the share certificate. When a transfer of shares has been lodged with the company, the company will then register the transfer. A transfer of shares may also be made on the application of the transferor or by the personal representatives of a deceased member of the company.”
[20]A person claiming to have been wrongly removed from the register must apply to the Court for an order that it be rectified. The Court can make consequential orders regarding events that occurred whilst the register was incorrect. Such orders can remedy the effects of fraud or forgery ensuring that losses suffered by innocent parties are compensated. The Evidence Approach to

The Evidence

[21]The Court heard from 4 witnesses, whose evidence predominantly dealt with matters from 4 to 10 years ago. There were few contemporaneous documents, and those that were available were either contested or open to interpretation. In addition, the witness who could have given the most evidence of the dealings with YHMS passed away in 2022, and it was his death that triggered these proceedings which are in effect an internal family dispute. Ali was, it is accepted, the head of the Shan family following his father’s death and clearly exercised a degree of control over the companies which formed the family business and appears to have dealt with them in a relatively autocratic manner. Indeed, it seems that his approach to the various companies did not reflect the underlying ownership and management structures. Many of the issues I must determine depend on the credibility of the witnesses and the documents provided. The only “independent” witness, YHMS’s accountant Mr Imran Mahmood, makes serious allegations about Aftab in support of Shaheen and faces allegations made by Aftab against him.[22]I was referred to the decision of Joanna Smith J in Bahia v Sidhu [2022] EWHC 875 (Ch), a case with some similarities to the instant case. At §18 she made the following observations:
“18. In the circumstances, my assessment of the individual witnesses is particularly important in this case and, at the outset, I must have regard to the warnings as to the fallibility of human memory given by Leggatt J (as he then was) in Gestmin SGPS SA v Credit Suisse (UK) Ltd [2013] EWHC 3560 (comm) at [15]-[22], including the unreliability of memory when it comes to recalling past beliefs, the considerable interference with memory that may be introduced in civil litigation by the process of preparing for trial and the potential for powerful biases where witnesses have a stake in a particular version of events. I bear in mind that the passage of time can cloud or distort memory and that it is unlikely to be the case that individual witnesses will be consistently reliable or unreliable. I also bear in mind that some witnesses may, for whatever reason, have better (or less fallible) recollections than others. 19. Given the lack of documentation in relation to various of the Inquiries, the approach advocated in Gestmin of testing the evidence against the contemporaneous documents is not always open to me in this case or is of limited assistance. Instead, I must follow the guidance given by the Court of Appeal in Natwest Markets Plc v Bilta (UK) Ltd (In Liquidation) [2021] EWCA Civ 680 at [51] to the effect that faced with a documentary lacuna: “…the judge has little choice but to fall back on considerations such as the overall plausibility of the evidence; the consistency or inconsistency of the behaviour of the witness and other individuals with the witness’s version of events; supporting or adverse inferences to be drawn from other documents; and the judge’s assessment of the witness’s credibility, including his or her impression of how they performed in the witness box, especially when their version of events was being challenged in cross-examination.”
[23]I have no hesitation in adopting that approach when assessing the evidence adduced by the parties. I was also referred (as Joanna Smith J was) to Phipson on Evidence 20th Ed at 45-18: “The principal tests or factors to take into account in determining whether a witness is lying more or less overlap with those which apply in assessing the reliability of a witnesses account. These are:(1) the consistency or otherwise of the witness’s evidence with what is agreed, or clearly shown by other evidence, to have occurred;(2) the internal consistency of the witness’s evidence;(3) consistency with what the witness has said or deposed on other occasions;(4) the credit of the witness in relation to matters not germane to the litigation;(5) lies established in evidence or in the context of the proceedings;(6) the demeanour of the witness;(7) the inherent probabilities of the witness’s account being true.40 All these matters can be explored and tested in cross-examination, a key part of the process in getting to the truth of a witness’s account. That said not all accounts are tested in cross-examination as the witness may not be available to attend the trial for a variety of reasons and the statement is tendered as hearsay. Where the statement or the relevant facts are in dispute, then it is for the court to determine what weight should be given to it. What weight should be given depends on the circumstances including the reasons why the witness is unavailable, the general factors listed above to assess credibility and reliability, and the importance of the evidence to the case as a whole. It is generally unsatisfactory for the key witness evidence not to be tested in cross-examination. Hearsay is best used to establish peripheral or relatively uncontroversial matters. Where a statement is admitted on a hearsay basis without tendering the maker for cross-examination, and this conflicts with evidence from the witness box tested in cross-examination, the judge may tend to prefer the oral evidence if it appears credible. The evidence of a witness should be considered as a whole. Merely because a witness’s evidence on a particular issue is not accepted, that does not mean all that witness’s evidence should be rejected. All these matters can be explored and tested in cross-examination, a key part of the process in getting to the truth of a witness’s account. That said not all accounts are tested in cross-examination as the witness may not be available to attend the trial for a variety of reasons and the statement is tendered as hearsay. Where the statement or the relevant facts are in dispute, then it is for the court to determine what weight should be given to it. What weight should be given depends on the circumstances including the reasons why the witness is unavailable, the general factors listed above to assess credibility and reliability, and the importance of the evidence to the case as a whole. It is generally unsatisfactory for the key witness evidence not to be tested in cross-examination. Hearsay is best used to establish peripheral or relatively uncontroversial matters. Where a statement is admitted on a hearsay basis without tendering the maker for cross-examination, and this conflicts with evidence from the witness box tested in cross-examination, the judge may tend to prefer the oral evidence if it appears credible. The evidence of a witness should be considered as a whole. Merely because a witness’s evidence on a particular issue is not accepted, that does not mean all that witness’s evidence should be rejected.[24]Finally, I was also referred to the decision of HHJ Richard Williams (sitting as a Judge of the High Court) in Singh v Singh and Jhutti [2021] EWHC 2272 (Ch). At §61 and §62 he made the following observations: “Indicators of unsatisfactory witness evidence 61. In Painter v Hutchinson [2007] EWHC 758 (Ch) at [3], Lewison J (as he then was) identified a non-exhaustive list of indicators of unsatisfactory witness evidence including:a. Evasive and argumentative answers;b. Tangential speeches avoiding the questions;c. Blaming legal advisers for documentation (statements of case and witness statements);d. Disclosure and evidence shortcomings;e. Self-contradiction;f. Internal inconsistency;g. Shifting case;h. New evidence; andi. Selective disclosure. In my assessment, much of the witness evidence in this case was tainted by indicators of unsatisfactory witness evidence. I am unable in the course of this judgment to refer to each and every such indication. Rather, I will by way of illustration give specific examples by reference to the relevant witnesses and in particular by reference to the parties themselves, who were the primary witnesses of fact in this case and who gave their oral evidence over a total of almost 2 weeks. Lucas direction 62. I remind myself that witnesses can often lie and for different reasons. Lies in themselves do not necessarily mean that the entirety of the evidence of a witness should be rejected. A witness may lie in a stupid attempt to bolster a case, but the actual case nevertheless remains good irrespective of the lie. A witness may lie because the case is a lie.

Lucas direction

[25]With these principles firmly in mind, I now turn to consider the evidence of the witnesses.

The Claimant’s witnesses – Shaheen

[26]I heard from the Claimant herself and from Mr Imran Mahmood, the Director of Southbrook Accountants Limited, who was appointed YHMS’s accountant in 2014. He provided two witness statements, the second of which addressed several matters raised by Aftab and Sajad in their Defence as well as certain specific documents. Shaheen provided two witness statements for this Trial although she had provided statements in relation to(1) an application for a freezing injunction (the “Freezer”) and(2) in response to an application by Aftab for an injunction restraining her from proceeding with the general meeting (the “Injunction Application”).[27]Shaheen gave her evidence first. Although the Claimant, she accepted that she had limited knowledge of YHMS and SSL prior to her husband’s death. She did assert in her first witness statement (WS1) that, so far as she was aware, Aftab had “…no involvement in YHMS” and that “…the only involvement he ever had was when [Aftab] was a child and the Deceased originally set up as a sole trader…[Aftab] would go with him on some of the Deceased’s deliveries”. She also challenged the evidence about the meeting said to have occurred the day before Ali passed away though the reasons for that appear opaque.[28]In her second Trial WS (WS4) she states she met Ali in 2003 and at that point he was the “owner of YHMS and that he ran the business”. She clarified her evidence in WS1 regarding her inspection of the company’s statutory books – an issue raised during the Freezer proceedings. She also challenged Aftab’s case that there had been a meeting between him, Ali and their father on 8 July 2005 and provided evidence that she and Ali had been in Barcelona.[29]Mr Harper described the Claimant as a witness who came across as “measured and calm”. I concur with that description. However, he also pointed out parts of her evidence that were vague and challenged her evidence regarding her (and Rukhsana’s) shareholdings. In cross-examination she was unable to confirm that she knew how many shares she had and confirmed that Ali would put assets into her name without telling her. She said that Ali only referred to her shares on one occasion, and that he was present when she and Rukhsana were talking about money and there was a mention of money from YHMS.[30]Mr Harper also challenged her on inconsistencies in her WS for the trial and for the other applications. There were undoubtedly areas which lacked clarity or raised questions about her evidence, for instance: i) She gave evidence in WS1 that she had inspected the statutory books, a phrase which suggests some knowledge of how a company should be run but then changed that evidence in WS4 where she asserted “I didn’t even know what a statutory book was until very recently when the issue became a live one…”. ii) The inspection of the documents in February 2023 held by the accountants and what stock transfer forms were present. She suggested in cross examination that forms for Aftab, her and Rukhsana were all present. However, they were not exhibited to her Particulars of Claim (“POC”) or mentioned in the original claim form. iii) The failure to provide mobile phone messages – Shaheen asserted that the mobile phone could not be found (503) but she referred to messages in earlier matrimonial proceedings. I consider Shaheen to have been a genuine and honest witness trying to assist the court. Some of her evidence may well have been coloured through her legal advice (for instance re the statutory books) but they do not lead me to conclude that she was seeking to mislead the Court. I do have some concerns about her evidence on the share transfer forms which I deal with below.

Imran Mahmood

[31]Mr Harper submitted that Mr Mahmood was “…an awful witness” who took unsustainable positions, and whose modus operandi was character assassination. Mr Passfield pointed to Mr Mahmood’s lack of knowledge prior to 2014, the length of time since the matters he was referring to, and the loss of the documentation held at his offices following a fire. There is merit in both of these submissions.[32]Mr Mahmood clearly struggled with his evidence and explaining the steps he had taken. The suggestion he had made that Aftab was behind the attacks on his office was wholly unsupported by any evidence, save for the reference in the transcript at 1594 where Aftab said:
“But I tell you what, it's paperwork. We're going to start moving it from there next week yeah, I'm going to send people round, if you give out my paperwork to anybody, yeah, if it comes out, I'll do you for that as well.”
[33]Mr Harper also referred to Mr Mahmood’s failure to explain the missing pages in the second COP9 interview notes, the comments he made in the transcript about whether Aftab was aware of the transfers of his shares, and his willingness to make changes to the electronic register.[34]I accept that Mr Mahmood had difficulties providing his evidence due to the loss of his documentation. Nevertheless, I found him to be an unhelpful witness too willing to seek to blame Aftab (and Sajad) for those deficiencies. Further, as a professional witness he was unable properly to explain the reasons for the actions he took. I do not accept that the time that has passed is a good reason for those failings, particular when litigation has been on the cards since shortly after Ali’s death.[35]I am left to view his evidence, and his approach to the management of YHMS with a degree of scepticism. As an accountant he should have been in a position to provide clearer evidence about his involvement, and to explain the steps he took. However, I also bear in mind that the evidence of all the parties in this dispute shows that Ali, as the head of the family, was prepared to deal with the family companies in an autocratic manner, and that Mr Mahmood was willing to do as he was told.

Defendant’s Witnesses - Aftab

[36]Mr Harper described Aftab as a “…challenging witness” who struggled to get across his evidence and what he was saying. He suggested that he was a man who was aggrieved by how his shares were handled and that he was trying to set straight the record regarding his shareholding. Such a view might have had more weight were it not Aftab’s primary case that he had set up YHMS with limited help from Ali, and that Ali had sold him his shares at face value in 2005. The suggestion that Ali had been manipulating the company and Aftab’s shareholding does not sit well with his evidence that Ali had not actually had any involvement in YHMS other than some role in setting up the company. Nor does it sit well with evidence that there was a decision the day before Ali died that Ali would pass control to Aftab and Sajad.[37]Mr Passfield listed in his closing submissions 12 areas of Aftab’s evidence which he contended showed evidence of dishonesty. I will deal with those in the body of this judgment where necessary, but I accept that there were parts of Aftab’s evidence which would fall within Lewison J’s list of factors set out in the Judgment of HHJ Richard Williams above. For instance, the change in Aftab’s evidence about the meeting in 2005 between his initial case in the Defence and Counterclaim at §11(c), his witness statement for trial at §10 and his evidence under cross-examination. Similarly, his evidence about the interview with HMRC.[38]Where there is contemporaneous and credible documentary evidence which supports Aftab’s version of events I am willing to accept it. Where there is not, I have considered his evidence with considerable caution.

Rukhsana Shan

[39]I did not find Rukhsana’s evidence assisted me greatly in determining the issues. I did not consider that she was seeking to mislead the Court, and I have weighed her evidence against that of the other witnesses.

Sajad

[40]Although Sajad had provided a Witness statement adopting and confirming Aftab’s evidence, he did not attend for cross-examination due to personal reasons, and I have considered his written statement in the light of the absence of any cross-examination. I have also taken into account that the bare adoption of another witness’s evidence is of little assistance. Further, his evidence regarding both the 2005 and the January 2022 meetings lacks any detail to support Aftab’s position.

The Expert Evidence

[41]The only expert evidence before the Court is that of the handwriting expert Ms Pocock who was jointly instructed by the Solicitors in December 2025. Ms Pocock had been asked to consider the Stock Transfer forms from 2015, and the Minutes of the Meeting dated 8 July 2005. Her executive summary concluded: Summary of Findings 1.4. This examination has been significantly restricted by the lack of the original questioned documents. 1.5. In my opinion, on the basis of the documents available to me, it is not possible to determine whether or not Aftab Ali signed the questioned Stock Transfer forms, items Q1 and Q2; the evidence in this respect is therefore inconclusive. 1.6. In my opinion, on the basis of the copy of item Q3, it is not possible to determine if the Minutes of meeting document, item Q3, was created contemporaneously or if it was fabricated at a later date; the evidence in this respect is therefore inconclusive.[42]Unfortunately, her evidence was of little assistance to the Court. Discussion Issue 1 – Who owns the subscriber share in YHMS?

Discussion

[43]On incorporation, OCS was the sole subscriber of one ordinary share. There was then an allotment of 149 shares to Ali and 150 shares to Aftab. It was Aftab’s evidence in WS4 that Ali told him that he was “…the majority owner” when YHMS was established. In cross-examination he suggested that in accordance with the agreement that he would have 51% of the company and Ali 49% (until Ali transferred the whole company to him) the subscriber share should have been transferred to him. The transfer of the subscriber share would not have created such a percentage split (the total shares being 300 and 51% therefore being 153 shares). However, Aftab also stated that “I did not know how [YHMS] was structured” and that “All I can tell you is what we agreed”.[44]The Annual returns in 2005 and 2009 both state that Ali and Aftab held equal shares (albeit 300 each) and Mr Harper in his oral submissions identified an alternative position that the shares should be on a 50/50 basis. He also submitted that the Court cannot infer that the subscriber share had been transferred by OCS to Ali, but that OCS must hold that share on trust for the Company.[45]It is likely that the failure to address the subscriber share at or shortly after the initial allotment was an oversight, and that the parties intended there should be an equal holding. I reach this conclusion for the following reasons: i) If Aftab were to have 51% of the shares, then he would not have been given 150 (with presumably the subscriber share to be added) but would have received 51% initially. ii) It was Aftab’s case that Ali would transfer his shares to Aftab in any event and would be in control of the company administration – there would therefore have been no need to create a disparity in their shareholdings. iii) Aftab did not within his Defence seek to assert that the subscriber share was held on trust for him by OCS, even though it is his case that there was an agreement that Ali would, and did, sell him his 149 shares. iv) Even within the Defence (see §17) Aftab is unclear whether he is alleging that Ali held 149 or 150 of the shareholding in YHMS. Issue 2 - Did the Deceased transfer his 149 shares in YHMS to the Fourth Defendant on or around 8 July 2005?[46]In his pleaded case Aftab asserts that there was a meeting on 8 July 2005 at 13-15 Dalton Lane which was attended by himself, Ali and their father. He asserted that Ali agreed to sell his 149 shares in YHMS to Aftab for £149 and that he gave Ali a cheque there and then. In support of that Aftab provided a minute of the meeting (1586). The minute noted the time and place, including exact start and finish times, and recorded a discussion about YHMS. It also recorded that “Ali… decided to sell his 149 shares to Aftab Ali”. It does not mention the original agreement that Aftab has claimed in which it was agreed that he was in fact the owner in any event. There is a manuscript signature which is consistent with Aftab’s (see the expert report).[47]By her Reply, Shaheen asserted that she and Ali were on holiday in Spain and did not return to the UK until 11:30 pm on 8 July 2005. She provided supporting travel documents. In WS4 Aftab gave a different description of the meeting. At §10 he stated that he and his Father had a meeting at 13-15 Dalton Lane and they “…called Ali…” He reports that it was agreed that ownership should be formally transferred back to him and that Ali agreed. Ali asked for a cheque for £149 as a nominal sum.[48]Unsurprisingly Aftab was examined in some detail about this evidence. He stated that the minutes were a note he created sometime after the meeting based on his recollection. Challenged about how he could recollect the times with such accuracy he suggested that they were approximate and not actually specific. When the inconsistency between the minutes and this second version was put to him, he suggested that he may have recorded the wrong date in the minutes and he had been “maybe a day out”. When it was put to him that Ali would have been back in the UK the following day he then said “he might have been there” and that he had not been on the phone.[49]He was unable to provide a credible explanation for the £149 payment other than that Ali asked for it. He was also unable properly to explain why he had not mentioned this meeting and the 2005 transfer of the shares in any document prior to the Defence. Unsurprisingly, Mr Passfield suggested that he had fabricated the Minutes and had been caught out by Shaheen being able to prove that they were not in fact in the country.[50]The Annual return filed on 19 January 2005 (i.e. before the meeting) listed Aftab as the sole shareholder of 300 shares and this remained consistent through to 2008. In the 2009 annual return, both Ali and Aftab were registered as shareholders, each holding 300 shares (even though there had been no further allotment). No transfer document has been produced recording the 149 shares although Aftab’s case is that he had had no involvement in the formal side of the company prior to Ali’s death.[51]Mr Harper pointed to other evidence which supported the transfer of Ali’s shares in or about 2005 – the fact that Aftab was recorded in Companies House as the 100% shareholder and that the purported increase in the allotted shares was for the benefit of Ali (and done at his direction) and can be assumed, he said, to have been done to address the loss of his shareholding to Aftab.[52]It is notable that the alleged transfer of Ali’s shares to Aftab was not mentioned until the Defence was filed and served despite the question of Ali’s shares (and so Shaheen’s right to bring proceedings) being in issue from the outset of this dispute (see Aftab’s application for an injunction in April 2023). It is possible that the mechanics of the 2005 to 2009 and then the 2010 to 2013 returns were not considered relevant at that point. Nevertheless, it is clear that the case put by Aftab in the Defence and evidenced by the minutes was untrue. The evidence that Shaheen was able to provide showed Aftab’s evidence to be false and the change in his evidence in WS4 and then in his oral evidence was, in my judgment, an unpersuasive attempt to avoid that obvious conclusion. Relying on a minute which he asserted he had prepared shortly after the meeting, and which recorded exact times and the presence of Ali was dishonest and I do not find that the meeting took place as Aftab has since described. There is no other evidence to support Aftab’s description of this meeting other than Sajad’s evidence (he does not suggest that Ali was abroad at the time and of course did not attend to provide any explanation). I do not need to determine whether the minute was deliberately prepared for these proceedings, but I am satisfied that the meeting as described in those minutes did not happen and that Aftab’s evidence of a transfer of Ali’s shares in 2005 is not credible.[53]I do not accept that Ali’s shareholding was sold or transferred to Aftab, or that there was any agreement reached between them that Ali would do so. Issue 3 - Did the Fourth Defendant transfer 90 of his 150 shares in YHMS to the Claimant and Rukhsana Shan (45 shares each) on or around 6 November 2015?[54]Mr Mahmood gave written evidence that Ali had taken Share Transfer Forms (“STF”) from his (Mr Mahmood’s) office, had arranged for them to be signed by the relevant parties, and then dropped them back shortly after signature. He stated that when he was initially retained by YHMS (2014) he understood that Ali and Aftab each held 150 shares. The STFs were dated 6 November 2015 although the Annual Return of 27.12.2013 had already recorded that Aftab had transferred 93 shares, of which 3 were transferred to Ali, and 30 to each of Shaheen, Rukhsana and Sikander. That was corrected in the next 2 returns to 150 each for Ali and Aftab. This suggests that the statutory records were not approached with care and cannot be relied on as a good guide to the shareholdings the Court needs to determine.[55]The 2 STFs provided by Mr Mahmood to Shaheen appear to be signed by Aftab. Aftab denies any knowledge of the STFs and the expert was unable to determine whether Aftab had signed them - describing them as “inconclusive”. Mr Mahmood stated that he only had copies, and that they were in his file. However, he could not provide evidence as to whether Aftab had signed them, and although the 2016 Confirmation Statement records the shares in accordance with the STFs, there are no other contemporaneous documents. In his evidence, Mr Mahmood explained that he could not recall discussing the STFs with Aftab, but that Ali had had a discussion with him. When it was put to him that there was only one STF in favour of Shaheen on the file when inspection was given, he could only say that he gave the file to the Solicitors with everything that was there in it. His evidence on this issue was not good.[56]He was referred to the PSC which recorded Ali as the PSC01 with 75% or more of the company. He could not recall why that was filed or why he did not question it. He was asked about the transcript of a discussion with Aftab. He was recorded as saying: Aftab: You changed our company without our knowledge so what do you think is going to happen with that? IM: Aftab, right, ok, if that is the case Aftab: Just explain one thing to me, when you changed it on 2013, 14, 15 whatever it was, who told you to change it? IM: Ali told me to change it. Aftab: Right, so did I sign anything? IM: No, you didn't sign anything Aftab. Aftab: Right, so why did you change my shareholding?[57]Mr Mahmood’s response was that he was being mentally tortured by Aftab – he had had 20 calls and wanted him “off his back”. He was asked whether it was true that Ali had told him to change it without Aftab’s knowledge. He said, “Some of those events… yes”. He accepted that he had not spoken to Aftab about the transfer of his shares.[58]Mr Passfield invites me to conclude that the more likely explanation for the STFs is that Aftab signed them and is now trying to disown them. He points to several aspects of Aftab’s evidence which should lead to the conclusion that his evidence cannot be accepted: i) Aftab’s evidence is generally unreliable. This is clear from the evidence about the 2005 meeting and the minutes, his interview with HMRC (which I deal with below), the wiping of his mobile phone and inconsistencies in his WS and pleadings; ii) In cross-examination Aftab had alleged that Mr Mahmood had filed a PSC01 at Companies House recording that Aftab held more than 75% of the shares in SSL without his authority despite admitting he had caused the filing to be made in his Defence; iii) He denied that he had instructed Excello Law to send Shaheen a letter on 9 August 2022 in her capacity as a shareholder re the proposed sale of YHMS’ premises. He had suggested that Mr Mahmood had done so (though this was not put to him) or that Excello had done so without instructions. iv) He could not give a reliable account of how he became aware of the 2016 Confirmation Statement – Mr Mahmood stated that he had told Sajad about it in Aftab’s presence in January 2022, but Aftab took no steps to rectify it until March 2022.[59]When Aftab was interviewed by HMRC in April 2016 Mr Mahmood told the investigators that: “IM told CW that AA is no longer a director of Yorkshire Halal Meat Suppliers Ltd, but is now the company secretary. IM said it is the same situation with Shans Supermarket Ltd, with AA now being the company secretary. Later it is noted that: “CW asked AA about his involvement with Yorkshire Halal. AA said he used to be involved, but has not been in the last 10 years, maybe more. He has never been involved with cash received by Yorkshire Halal.[60]This was said in front of Aftab and after he had been warned that his evidence would be considered in any tax proceedings. Perhaps more relevant is the comment he made shortly before that:
“CW asked AA if he is still a director of Yorkshire Asset Management Ltd. IM said that he still is a director. AA responded that he is unsure as he leaves all financial matters to his brother (Mr Shan) to deal with.”
Later Mr Mahmood stated:
“…that Mr Shan does everything for the family relating to the businesses and financially. He added that all rental income from AA's properties goes straight to Mr Shan. IM said that AA is aware of the situation, but does not question it, as it is accepted within his family.”
[61]It was explained to Aftab that HMRC had spoken to Ali at some length about the various companies. No record of that interview is available. There is certainly no explanation from Ali for the transfer of Aftab’s shares to Shaheen and Rukhsana.[62]I also bear in mind that Rukhsana gave evidence that she had been unaware that shares were said to have been given to her until after Ali’s death (although Shaheen gave evidence that there had been a discussion about school and nursery fees when Rukhsana mentioned that she was getting money from YHMS). The Claimant herself gave evidence that Ali had told her “in around 2015” that she had become a shareholder with Rukhsana (though she could not recall any further details).[63]In cross-examination Shaheen accepted that in her witness statement at §39 she had referred to Ali as the “majority shareholder” and stated she had meant that it was they together who were the majority. She was unable to recall at the time of Ali’s death how many shares she had, and she said that:
“I cannot comment on the entries in Companies House – however it was not unusual for Ali to make purchases and put them in my name…”
She confirmed that she had never discussed with Aftab that she had acquired his shares.[64]Shaheen was also challenged on her evidence about the STFs and when she was first made aware of them. She said that she had seen those for Aftab, her and Rukhsana when she inspected the company documents, but they were not mentioned or exhibited to the POC or her first affidavit. Mr Harper suggested that she was lying and that had she seen them she would have mentioned them much earlier in these proceedings. On balance I do not accept that there were copies when she first examined the company records. Had there been I have no doubt they would have been referred to from the outset. However, that does not seem to me to take the question of whether Aftab executed them much further.[65]The best evidence available is that Ali had taken the forms and that he returned them to the file signed (apparently) by Aftab. He is of course not here to give evidence that the signatures were valid or how and when he obtained Aftab’s signatures on them. To conclude that Aftab did sign the STFs I would have to be satisfied, in light of his overall evidence (and in particular my findings about the alleged meeting in 2005) that I should not accept Aftab’s evidence on this specific point. At the same time, so to conclude I would have to be satisfied that either Ali himself, or someone on his behalf, forged Aftab’s signature - it had never been Aftab’s case that he was pressured or tricked into signing the transfer forms.[66]I am satisfied that Ali was in control of YHMS - as Aftab stated in his evidence to HMRC - and that he would deal with the company without recourse to other members of the family. He viewed himself and was viewed by the rest of the family as the head of the family even before their father’s death, and would make decisions about YHMS and the other companies that ignored the formal structure of directors and/or ownership. It is well within the realm of possibility that he had decided to spread the shareholding, although no real explanation had been provided for why Rukhsana and Shaheen would become shareholders. They themselves seemed unsure why shares would have been transferred to them and their limited evidence about them appears to reflect a form of funding from the family.[67]What would be Ali’s motivation for transferring Aftab’s shares behind his back to other members of the family and forging his signature when it appears to be accepted that Ali as the head of the family was used to directing how the companies were run? Aftab had limited involvement in YHMS at this point – again as he describes in the HMRC interview – and it appears that Ali was making decisions about YHMS including the filing of Aftab’s removal as a director in December 2013.[68]Balancing all these different elements, and even in the absence of Ali’s own evidence I have concluded on the balance of probabilities that Aftab did sign the STFs in accordance with Ali’s then wishes, and that this was part of Ali’s control of the companies which Aftab and Sajad both acceded to. Issue 4 - Did the Fourth Defendant resign as a director of YHMS on or around 31 August 2013?[69]Persuaded as I am that Aftab’s description of his involvement in YHMS given to HMRC was accurate, I am satisfied that he resigned as a Director in 2013. Aftab sought to explain this inconsistency by suggesting that he had told Carl Watson (prior to the recording) that he was still a Director despite the records at Companies House. That is not credible. Mr Watson in his role as an investigator would not have accepted the answers given by Aftab (and Mr Mahmood) about his involvement in YHMS if he had been told that Aftab was still a Director. His suggestion that despite not being involved in YHMS he had remained a “non-executive” director might have some merit in that it seems to me possible that Ali might have left him as a Director even when he had no ongoing involvement in YHMS. But in light of the Form TM01 filed on 27 December 2013 (presumably at Ali’s direction) and Aftab’s explanation to HMRC, I find that he did resign as a Director in or about 2013. Issue 5 & 6- Were the Fourth and Fifth Defendants validly appointed as directors of YHMS and SSL on 25 January 2022?[70]Mr Harper’s case is (assuming that it is found that Aftab had resigned in August 2013) that at the meeting on 25 January 2022 Ali appointed Aftab and Sajad as Directors in accordance with clause 13 of the Articles of Association:
“The Directors may appoint a person who is willing to act to be a Director, either to fill a vacancy or as an additional Director.”
The filing of the AP01 of 26 January 2022 merely confirms the appointment by Ali the day earlier.[71]Mr Passfield’s case is that the discussions on 25 January 2022 were only that and did not constitute an appointment of Aftab and Sajad as Directors, such that any registration of them as Directors after Ali’s death was ineffective.[72]It is perhaps notable that Sajad’s evidence (§10 of his WS) states that:
“Therefore Aftab, Ali Akbar and I had a meeting on the 25 January 2022 to discuss future proofing the businesses. We were concerned that a business would be left without a captain if one of us were to die. Ali Akbar had previously had a heart attack and mortality dawned on us. We all agreed that me and Aftab would be appointed Directors of Shan’s Supermarkets Ltd, and that I would be appointed as a director of YHMS. To be honest there was no debate about it…”
[73]Aftab’s evidence was that “On 25 January 2022, a meeting took place at SSL attended by Ali Akbar, Sajad, and me. We agreed that Sajad and I would be appointed as directors of SSL and that Sajad would also be appointed as a director of YHMS for continuity.” As Aftab noted in his evidence, it is his case that he was already a Director and had not resigned in 2013, so there was no discussion of his appointment to YHMS.[74]The difficulty with Aftab’s case is that Ali must have known that Aftab was not a Director and had not been one since the TM01 was filed. It is hard to understand why Ali would have agreed that Aftab would become a Director of SSL and not YHMS while Sajad would be a Director of both. If the discussion had been that Aftab believed he still was a Director and was entitled to be, then the obvious course of action would have been to reappoint Aftab as a Director of YHMS.[75]In any event both Aftab and Sajad describe the discussion as an agreement that they would be appointed Directors of SSL/YHMS. That did not happen because of Ali’s death the following day. An intention to appoint as a Director is not the same as an appointment and only Ali was able to appoint as Director under the Articles outside of a general meeting.[76]In those circumstances I do not accept that the discussions as described by Aftab and Sajad constitute appointments as Directors of YHMS/SSL on 25 January 2022, and they were not therefore entitled to register themselves as Directors after Ali’s death.

Conclusion

[77]The shareholding in YHMS should be as follows: a) Ali had 150 shares. b) Aftab had 60 shares. c) Shaheen had 45 shares; and d) Rukhsana had 45 shares.[78]The Register should be amended accordingly, and Companies House can be updated to reflect that. Aftab, having resigned as a Director in 2013, was not entitled to be recorded as a Director following Ali’s death. Similarly, Sajad was not validly appointed a Director following Ali’s death, and the entries at Companies House should be amended to reflect the same.[79]There are several other sets of proceedings linked to this Claim and I would invite Counsel when filing their corrections to consider what directions should follow the handing down of this Judgment. If it is necessary to have an attended hearing to deal with any consequential matters, then (if possible) an agreed ELH and proposed dates should be provided.