Administrator pendente lite requires proven necessity, and probate courts cannot use it to control company management.

Section 247 of the Indian Succession Act, 1925 permits appointment of an administrator pendente lite only where necessity is shown to preserve the estate on material before the court. Mere pendency of probate proceedings, a challenge to the will, or unparticularised allegations does not justify displacing the executor, especially where no proved waste, mismanagement, siphoning off, or jeopardy to the estate is shown and an injunction already protects the assets. The probate court also cannot, through such an appointment, direct rectification of share registers, confer voting rights or corporate control, or displace existing company management, as that would exceed its jurisdiction under the Companies Act framework.

---

---

Issues: (i) Whether the respondents had made out a case of necessity for appointment of an administrator pendente lite over the controlling block of shares forming part of the estate. (ii) Whether the probate court could, in the guise of appointing an administrator pendente lite, direct rectification of share registers, confer voting rights and control, and displace the existing management of the companies.

Issue (i): Whether the respondents had made out a case of necessity for appointment of an administrator pendente lite over the controlling block of shares forming part of the estate.

Analysis: Section 247 of the Indian Succession Act, 1925 confers a discretionary power to appoint an administrator pendente lite, but the discretion must be exercised on settled principles. The governing test, as applied by the Court, is necessity for preservation of the estate. Mere pendency of probate litigation, a serious challenge to the will, or allegations not supported by pleaded material do not by themselves justify displacing the executor. The Court found no proved waste, mismanagement, siphoning off, or other material showing that the executor had put the estate in jeopardy. It further held that an injunction already operating to preserve the assets was sufficient protection on the facts.

Conclusion: No necessity for appointment of an administrator pendente lite was made out, and the appointment could not be sustained.

Issue (ii): Whether the probate court could, in the guise of appointing an administrator pendente lite, direct rectification of share registers, confer voting rights and control, and displace the existing management of the companies.

Analysis: The Court held that shares carrying controlling interest cannot be treated as a warrant for the probate court to take over the management of separate juristic entities. Directions authorising court-appointed administrators to have the shares transferred in their names, rectify registers, secure board positions, and dissolve boards were held to be beyond the probate court's jurisdiction and contrary to the Companies Act framework. The Court also treated the existing injunction as an adequate means of protecting the estate without interfering with the running of business and third-party interests.

Conclusion: The directions affecting company management and control were beyond jurisdiction and were set aside.

Final Conclusion: The appeal succeeded to the extent that the appointment of administrators pendente lite and the consequential directions affecting company control were set aside, while protective injunctions preserving the estate were maintained.

Ratio Decidendi: Under Section 247 of the Indian Succession Act, 1925, an administrator pendente lite may be appointed only where necessity for preservation of the estate is shown on material before the Court, and the probate court cannot assume control over corporate management through directions that effectively displace the existing board and alter shareholding rights.

---