Limitation for rectification of members' register: challenge to share transfer must be brought within three years.

A proceeding for rectification of the register of members under Section 59 of the Companies Act, 2013 is governed by Article 137 of the Limitation Act, 1963 through Section 433 of the Companies Act, 2013, and must be filed within three years from accrual or knowledge of the cause of action. On the stated facts, the share transfer was entered in 2016, the annual return reflected it, and the challenge was raised only in 2020 with the appeal filed in 2021. The Tribunal therefore found the challenge time-barred and refused rectification relief.

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Issues: Whether the challenge to the share transfer and the prayer for rectification of the register of members were barred by limitation under Article 137 of the Limitation Act, 1963.

Analysis: The appeal was founded on a challenge to the transfer of shares and a request for rectification of the register of members under Section 59 of the Companies Act, 2013. The limitation period for such proceedings was held to be governed by Article 137 of the Limitation Act, 1963 by virtue of Section 433 of the Companies Act, 2013. The share transfer was recorded in 2016, the annual return reflected the position, and the appellant approached the company only in 2020 and filed the appeal in 2021. In these circumstances, the Tribunal found that the challenge was not brought within the prescribed three-year period.

Conclusion: The challenge to the share transfer was barred by limitation and the appellant was not entitled to rectification relief.

Final Conclusion: The appeal failed on the ground of limitation and was dismissed.

Ratio Decidendi: A proceeding for rectification of the register of members under Section 59 of the Companies Act, 2013 is governed by Article 137 of the Limitation Act, 1963 through Section 433 of the Companies Act, 2013, and must be initiated within three years from the accrual or knowledge of the cause of action.

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