Limitation and survivorship in joint share transmission: delay did not bar CLB proceedings, but heirs could not claim the shares.

Proceedings before the Company Law Board were treated as not governed by the Limitation Act, so delay beyond two months from the refusal letter did not bar maintainability under Section 111(3) of the Companies Act, 1956. On transmission, the company's article concerned sale and transfer, not transmission on death, and Regulation 25 of Table A governed jointly held shares by recognising the survivor or survivors as entitled to them. As a result, the deceased joint holder's legal heirs had no entitlement to transmission in their favour, and the challenge to the refusal failed on the survivorship rule.

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Issues: (i) Whether the appeal before the Company Law Board was barred by limitation under the Limitation Act or by the time limit in Section 111(3) of the Companies Act, 1956. (ii) Whether the legal heirs of a deceased joint holder were entitled to transmission of jointly held shares despite the company's articles and the applicable transmission regulation.

Issue (i): Whether the appeal before the Company Law Board was barred by limitation under the Limitation Act or by the time limit in Section 111(3) of the Companies Act, 1956.

Analysis: The proceedings before the Company Law Board were held not to be governed by the Limitation Act. The delay beyond two months from the refusal letter did not extinguish the right to approach the Board under Section 111(3), and the statutory time limit was treated as not defeating maintainability of the appeal.

Conclusion: The appeal was not barred by limitation and was maintainable.

Issue (ii): Whether the legal heirs of a deceased joint holder were entitled to transmission of jointly held shares despite the company's articles and the applicable transmission regulation.

Analysis: The relevant company article dealt with the right to sell and transfer shares and not with transmission on death. Regulation 25 of Table A in Schedule I to the Companies Act, 1956 governed transmission, and in the case of joint holdings it recognised the survivor or survivors as the persons entitled to the shares. Since the shares were jointly held, the heirs of the deceased joint holder could not claim transmission in their favour under that regulation.

Conclusion: The appellants were not entitled to transmission of the jointly held shares in their favour.

Final Conclusion: The challenge to the refusal of transmission failed on merits, and the dismissal of the appeal followed from the survivorship rule governing jointly held shares.

Ratio Decidendi: In proceedings before the Company Law Board, delay under the Limitation Act does not by itself bar an appeal, but where shares are jointly held, transmission on the death of one joint holder vests title in the survivor or survivors under the applicable transmission rule, not in the deceased holder's legal heirs.

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