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Issues: (i) Whether the petition under Sections 241, 242 and 244 of the Companies Act, 2013 was maintainable at the instance of the respondent and whether waiver of the eligibility requirement under Section 244 was warranted. (ii) Whether a nomination under Section 72 of the Companies Act, 2013 excluded the legal heirs from asserting rights in the shares of the deceased shareholder for the purpose of maintainability.
Issue (i): Whether the petition under Sections 241, 242 and 244 of the Companies Act, 2013 was maintainable at the instance of the respondent and whether waiver of the eligibility requirement under Section 244 was warranted.
Analysis: The respondent claimed an ownership interest in the shares of the deceased shareholder by succession and was also a registered holder of a small block of shares. The dispute over entitlement to the deceased shareholder's estate was already pending in a civil partition suit, and the question of exact allotment of shares could not be finally decided in company proceedings. The Tribunal treated the respondent as entitled to pursue oppression and mismanagement relief and found the case fit for waiver under Section 244 so that the petition could be examined on merits.
Conclusion: The petition was maintainable and the waiver under Section 244 was justified, in favour of the respondent.
Issue (ii): Whether a nomination under Section 72 of the Companies Act, 2013 excluded the legal heirs from asserting rights in the shares of the deceased shareholder for the purpose of maintainability.
Analysis: The nomination provisions and the rules governing nominees were considered together with the law of succession. The decision proceeded on the principle that nomination enables transmission of securities in favour of the nominee for company law purposes, but it does not finally determine the underlying title dispute where succession rights are contested. In the circumstances, the pending civil dispute meant that the nominee's registration did not by itself defeat the respondent's claim to maintain the petition.
Conclusion: The nomination did not bar the respondent from maintaining the proceedings, in favour of the respondent.
Final Conclusion: The company petition could proceed on merits, and the appeals challenging maintainability were rejected.
Ratio Decidendi: In oppression and mismanagement proceedings, a person asserting succession-based interest in the shares of a deceased shareholder may maintain the petition and obtain waiver under Section 244 where the title to the shares is itself under contest; nomination does not conclusively extinguish the rival succession claim for that purpose.
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