Representative company petitions survive the applicant's death, and impleaded shareholders may be transposed to continue the proceeding.

A representative petition under sections 398 and 399 of the Companies Act, 1956 does not abate on the death of the named applicant because the proceeding is brought for the benefit of all interested members, not as a purely personal claim. The Companies (Court) Rules and the CPC analogy support continuation of such proceedings, and the court may permit transposition of shareholders already represented in the matter to prosecute it further. The limitation objection also fails where the continuation is treated as part of the original representative proceeding rather than a fresh application.

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Issues: Whether an application under section 398 of the Companies Act, 1956, filed in a representative capacity, abated on the death of the original applicant, and whether other shareholders already impleaded in the proceeding could be transposed as applicants and continue the proceeding.

Analysis: The application under section 398 was not an individual proceeding resting solely on the personal cause of action of the deceased applicant. Section 399 permits one or more eligible members to apply on behalf and for the benefit of all members having the requisite interest, and the scheme of sections 398 and 399 shows that the proceeding is meant to protect the interests of the company or a class of shareholders. By virtue of rule 6 of the Companies (Court) Rules, 1959, the practice and procedure of the Code of Civil Procedure, so far as applicable, governs such proceedings. The analogy of Order 1 Rule 8 of the Code of Civil Procedure, 1908 applies: where a proceeding is conducted in a representative capacity, the death of the named representative does not extinguish the rights of those represented, who are already constructively before the court. Even apart from Order 1 Rule 10, rule 9 of the Companies (Court) Rules, 1959 preserves the court's inherent power to permit transposition in the interest of justice. The plea based on limitation also failed because the proceeding was a continuation of the original representative application, not a fresh application.

Conclusion: The application did not abate on the death of the original applicant, and the transposed shareholders were rightly permitted to continue the proceeding; the objection of the appellant failed.

Final Conclusion: A representative company petition under sections 398 and 399 survives the death of the named applicant, and eligible shareholders already represented in the proceeding may be transposed to prosecute it further.

Ratio Decidendi: Where a proceeding is instituted in a representative capacity under section 399 of the Companies Act, 1956, the death of the nominal applicant does not cause abatement, and the court may allow transposition of represented shareholders to continue the proceeding under the applicable procedural rules and inherent powers.

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