Legal heirs may pursue oppression and mismanagement remedies despite pending transmission of the deceased shareholder's shares.

Legal heirs of a deceased shareholder may maintain an oppression and mismanagement petition where the deceased's rights in the shares have devolved on them, even if their names have not yet been entered in the register of members. Requiring prior registration of transmission under the Companies Act, 2013 would be unduly technical and would defeat the remedy's purpose. The decisive consideration is devolution of the shareholder's rights to the legal representatives, not the pendency of formal transmission. A challenge to locus on the ground of absence of membership therefore cannot succeed.

---

---

Issues: Whether the legal heirs of a deceased shareholder, whose name continued to appear on the register of members, could maintain a petition for oppression and mismanagement without first getting themselves entered in the register of members.

Analysis: A deceased member's estate vests in the legal representatives, and they may act for the deceased member in relation to the shares and related rights. The requirement that their names must first be entered in the register of members before invoking the remedy under Sections 241 and 242 of the Companies Act, 2013 would be unduly technical and would frustrate the purpose of the remedy. The controlling consideration is that the deceased shareholder's rights have devolved on the legal heirs, and the petition cannot be rejected merely because formal transmission is pending. The challenge to maintainability on the ground of absence of membership therefore could not be sustained.

Conclusion: The legal heirs were entitled to maintain the petition, and the dismissal of the oppression and mismanagement petition on the ground of lack of locus was unsustainable.

---