Inheritance of Shares to be decided by Civil Court only

Sabareesh Pillay | School of Law, University of Mumbai Thane Sub-Campus | 10th August 2020

Aruna Oswal Vs Pankaj Oswal

FACTS:

Pankaj Oswal is the eldest son of the deceased Abhey Oswal, who was the owner of Oswal Agro mills limited and Oswal greentech Limited. Aruna Oswal is the wife of the deceased Abhay Oswal. After the death of her husband, Aruna Oswal had taken up control of both the companies, on the basis of nominations in her name. Pankaj had filed the petition in the Delhi HC that he was entitled to 1/4^th of undivided shre in the estateof his father. The NCLT had issued an order in 2018 recognising that Pankaj, the eldest son of industrialist late Abhey Oswal, is entitled to the shares of listed companies that his father promoted- Oswal Agro Mills Ltd and Oswal Greentech Limited.

ISSUE:

Under Section 241 and 242 of the Indian Companies Act, 2013.

CONTENTION:

Aruna Oswal, in the appeal against the NCLAT and NCLT orders through advocate Swarupama Chaturvedi contended she was the sole nominee of shares of the previous shareholder late Abhey Kumar Oswal and Pankaj lacked requisite shareholding of 10 per cent and therefore his plea alleging oppression and mismanagement was not maintainable. Senior advocate Siddharth Dave, representing Pankaj Oswal, contended his plea was maintainable and the nomination was made only to hold the shares for the benefit of legal representatives.

COURT OBSERVATION:

The bench comprising of Justice Arun Mishra and Justice S.Abdul Nazeer allowed the appeals filed on behalf of Oswal agro mills limited, Oswal Greentech Limited and Aruna Oswal. The Bench said that, Pankaj Oswal should have waited for the decision of the right, title and interest, in the civil suit concerning shares in question. The apex court held that filing of the company petition by Pankaj seeking waiver of the minimum eligibility criteria of 10% shareholding under the Companies Act is a “misconceived exercise”. “We refrain to decide the question finally in these proceedings concerning the effect of nomination, as it being a civil dispute, cannot be decided in these proceedings and the decision may jeopardise parties” rights and interest in the civil suit,” it said. The court said: “with regard to the dispute as to right, title, and interest in the securities, the finding of the civil Court is going to be final and conclusive and binding on parties”. The court noted that after the demise of Abhey Oswal the shareholding was registered under the name of Aruna Oswal. The top court noted that the case is the outcome of a family issue and late Abhey Oswal, during his lifetime, held as many as 5,35,3960 shares in Oswal Agro Mills Ltd., a listed company.

JUDGEMENT:

The SC held that the proceeding before the NCLT, Chandigarh, should not be entertained because of a pending civil suit, filed by Pankaj, in the Delhi high court (HC). The court noted that the basis of the company petition is a claim of inherence, which cannot be decided by NCLT under the provisions of law. The Supreme Court set aside an National Company Law Tribunal (NCLT) order in favour of Pankaj Oswal, ruling that the company petition filed by him against his mother Aruna Oswal is an ‘afterthought’ and needs to be dropped.