Limitation and share transfer proof: first certified copy governs time, and shareholder consent is essential under the Articles.

Limitation for an appeal is computed from the first receipt of the certified copy of the impugned order; later applications for copies do not extend time. On the shareholding dispute, valid allotment or transfer must be supported by reliable documentary proof, and where the Articles of Association require existing shareholders' consent for induction of a new shareholder, that consent is essential. Correspondence and settlement materials indicating that the original allottee's family was to retain 51% shareholding supported the challenged order, and no illegality or infirmity was found in setting aside the EGM and granting consequential reliefs.

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Issues: (i) Whether the appeal was barred by limitation, and (ii) whether the appellants had established a valid allotment or transfer of shares and any infirmity in the order setting aside the EGM and granting consequential reliefs.

Issue (i): Whether the appeal was barred by limitation

Analysis: The period of limitation was reckoned from the first receipt of the certified copy of the impugned order. Since the certified copy was received on 26.03.2019 and the appeal was filed on 09.05.2019, the subsequent applications for certified copies did not affect the computation of limitation.

Conclusion: The appeal was not barred by limitation.

Issue (ii): Whether the appellants had established a valid allotment or transfer of shares and any infirmity in the order setting aside the EGM and granting consequential reliefs.

Analysis: The record did not contain satisfactory documentary evidence of any valid allotment or transfer of shares with the consent of the concerned shareholders. The Articles of Association required the consent of existing shareholders for admission of a new shareholder. The correspondence, settlement materials, and allied records supported the finding that the family of the original allottee was to retain 51% shareholding and that the company could not act contrary to that position. In these circumstances, the order of the Tribunal below was found to suffer from no illegality or infirmity.

Conclusion: The challenge to the directions regarding shareholding, the EGM, and related reliefs failed.

Final Conclusion: The appeal was rejected on merits, and the order under challenge was affirmed.

Ratio Decidendi: In the absence of reliable documentary proof of allotment or transfer of shares and where the Articles of Association require shareholder consent, a claimed shareholding position cannot be dislodged merely on assertions, and the first certified copy governs limitation for filing the appeal.

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