Legal heirs may continue a company petition as legal representatives without first obtaining a succession certificate.

In a company petition under sections 397 and 398 of the Companies Act, 1956, the Delhi High Court treated the proceeding as analogous to a winding-up petition and held that substitution is permissible when the original petitioner dies or ceases to prosecute. It recognised that the right to pursue the surviving claim passes to the deceased petitioner's estate under section 306 of the Indian Succession Act, 1925, and that the widow and children were competent to represent that estate as legal representatives. The Court further held that sections 212, 213, 214 and 370 of the Indian Succession Act did not require a succession certificate before impleadment, and that prior consigning of the matter to the record room did not amount to final disposal.

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Issues: Whether the legal heirs of a deceased petitioner in a company petition under sections 397 and 398 of the Companies Act, 1956 could be impleaded as legal representatives to continue the proceeding, and whether a succession certificate was a precondition for such substitution.

Analysis: The proceeding was treated as analogous to a winding-up petition, in which substitution is permissible under the Companies (Court) Rules when the original petitioner ceases to prosecute. The right to prosecute or defend a surviving claim was considered to pass to the deceased petitioner's estate under section 306 of the Indian Succession Act, 1925, and the applicants, being the widow and children, were held competent to represent that estate. The Court further held that sections 212, 213, 214 and 370 of the Indian Succession Act, 1925 did not require a succession certificate before impleadment in these circumstances. The fact that the matter had earlier been consigned to the record room did not amount to a final disposal of the petition.

Conclusion: The legal heirs were entitled to be impleaded as legal representatives and to prosecute the petition without first obtaining a succession certificate.

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