Pankaj Oswal vs Aruna Oswal & Ors on 27 March, 2026

March 31, 2026

Delhi High Court

Pankaj Oswal vs Aruna Oswal & Ors on 27 March, 2026

$~J-1
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Judgment Delivered on: 27.03.2026
+ CS(OS) 53/2017

PANKAJ OSWAL .....Plaintiff
Through: Mr. Jayant Bhushan, Senior Advocate
with Mr. Mayank Mishra, Mr. Raunak Singh, Mr.
Parag Rai, Mr. Kunwar Surya Pratap, Mr. Alay
Raje and Mr. Arbind Gaur, Advocates with
plaintiff in person.
Versus
ARUNA OSWAL & ORS. .....Defendants
Through: Mr. Sanjiv Kakra, Senior Advocate with
Mr. Bharat Arora and Mr. Gourav Arora,
Advocates for D1.
Mr. Vibhor Verdhan, Advocate for R2.
Mr. Dinesh Moorjani, Advocate for D3.
Ms. Ridhima Verma, Mr. Shashwat Tripathi and
Ms. Aparajita Singh, Advocates for applicant in
IA. No. 12308/2025.
CORAM:
HON'BLE MR. JUSTICE VIKAS MAHAJAN
JUDGMENT

VIKAS MAHAJAN, J
I.A. 1737/2024 (under Order XII Rule 6 read with Order XX Rule 18(2)
and Section 151 CPC by the plaintiff.

1. The present application has been filed by the plaintiff seeking a
judgement on admission and a preliminary decree in favour of the plaintiff
declaring that:

SPONSORED

a. The plaintiff is a Class-I legal heir of Late Mr. Abhey Kumar
Oswal; and
b. The plaintiff is entitled to 1/4th share in the suit properties as listed
in the amended schedule, specifically in the shares held by Late Mr.
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Abhey Kumar Oswal in OAML [53530960 (39.88%)] and OGL
[28540318 (11.11%)] at the time of his demise on 29.03.2016.

2. The case set up by the plaintiff as noted from the plaint as well as
material on record is that the plaintiff is the eldest son of Late Mr. Abhey
Kumar Oswal [‘Decedent’] and has filed the present suit inter alia seeking
partition of estate of his late father claiming to be his class-I legal heir.

3. It is averred that Decedent was a Hindu by religion and a substantial
shareholder, director and chairperson of the board of directors of Oswal
Agro Mills Limited [‘OAML’] and Oswal Greentech Limited [‘OGL’], the
two main holding companies of the Abhey Oswal Group.

4. It is further averred that the Decedent held 53530960 (39.88%) shares
in OAML and 28540318 (11.11%) shares in OGL. The said shares form part
of the scheduled properties as per the amended schedule which was taken on
record by this Court vide order dated 14.05.2018.

5. It is the case of the plaintiff that on 29.03.2016 Decedent passed away
intestate leaving behind plaintiff and defendants as his Class-I legal heirs.
Defendant no.1 is the wife; whereas defendant nos.2 and 3 are the younger
son and daughter respectively, of Decedent.

6. It is further the case of the plaintiff that soon after passing of
Decedent multiple meetings of OAML and OGL were clandestinely held
whereby defendant no.1 was appointed as the Additional Director and
Chairperson of both the companies. Also, defendant no.1 and one Mr. Anil
Bhalla, who was the director of OAML and CEO & MD of OGL were
authorized to act as authorized signatories and manage bank accounts of
both the companies.

7. It is averred that observing oppression and mismanagement in the
affairs of the OAML after the demise of the Decedent, plaintiff approached
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the NCLT, Chandigarh by filing a petition being C.P. No. 56/CHD/PB/2018
under Sections 241 and 242 of the Companies Act, 2013. In the said
petition, plaintiff asserted his locus to maintain the petition as being the
beneficial owner of 1/4th shares held by the Decedent. He also sought
rectification of the Register of Members to record his name as the member
of the Company to the extent of 1/4th shares held by the Decedent, at the
time of his demise.

8. In the said petition, defendant no. 1 herein filed an application
objecting to the maintainability of the petition on the ground that the
plaintiff does not hold requisite shares to file the said petition. The NCLT
vide order dated 13.11.2018 held that the company petition is maintainable
since the plaintiff was entitled to claim 1/4th shares held by the Decedent in
OAML as his own shares. It was further held that the purported nomination
in favor of defendant no. 1 by the Decedent will not affect the rights of the
plaintiff to maintain the company petition. The order passed by NCLT was
upheld by the NCLAT vide order dated 14.11.2019.

9. The order dated 14.11.2019 of the NCLAT was challenged by
defendant no. 1 before the Hon’ble Supreme Court by filing a Civil Appeal
no. 9340 of 2019. Vide judgement dated 06.07.20201, the Hon’ble Supreme
Court set aside the order dated 14.11.2019. The relevant extract of the
judgment dated 06.07.2020 is reproduced herein:

“21….Admittedly, in a civil suit for partition, he is also claiming a right
in the shares held by the deceased to the extent of one fourth. The
question as to the right of respondent no.1 is required to be adjudicated
finally in the civil suit, including what is the effect of nomination in
favour of his mother Mrs. Aruna Oswal, whether absolute right, title,
and interest vested in the nominee or not, is to be finally determined in
the said suit. The decision in a civil suit would be binding between the

1
Signature Not Verified Aruna Oswal vs. Pankaj Oswal and Ors, (2020) 8 SCC 79.
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parties on the question of right, title, or interest. It is the domain of a
civil court to determine the right, title, and interest in an estate in a suit
for partition.”

10. It is the case of the plaintiff that according to some credible
information, OAML, which is controlled by defendant no. 1 has engaged in
talks to sell its most valuable asset, i.e., a parcel of land at village Anik,
Taluka Kurla, Chembur, Mumbai ad measuring approximately 2,95,693.75
square yards.

11. Mr. Jayant Bhushan, learned senior counsel appearing on behalf of the
plaintiff submits that the defendants have filed their respective written
statements. The defendant nos.1 and 2 had filed a joint written statement on
11.05.2017. Thereafter, an amended written statement was filed on
12.10.2018. However, subsequently on 12.02.2023 defendant no.2 issued a
letter of even date stating that said filing was made unauthorizedly on his
behalf. He submits that defendants nos.2 and 3 have not filed any reply to
the instant application and only defendant no.1 has opposed the present
application by filing her reply.

12. He submits that a bare perusal of written statements filed by the
defendants shows that the following basic facts of the present case as
averred in the plaint have not been disputed:

i. The Decedent was a Hindu;

ii. The plaintiff is the eldest son of Decedent;

iii. The Decedent passed away intestate on 29.03.2016;

13. He submits that in the written statement a stand has been taken that
sometime in October 2006, a purported oral family settlement was acted
upon, whereby plaintiff was excluded from all the properties owned by the

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Decedent, and thus, plaintiff is not entitled to any part of the Decedent’s
estate.

14. Mr. Bhushan further submits that it is also the case set up in the
written statement that defendant no. 1 has been appointed as the sole
nominee by Decedent in respect of all the shares of the two flagship
Companies viz., OAML and OGL by execution of a nomination form in her
favour. As per defendant no.1’s stand taken in the amended written
statement, such nomination read with section 72 of the Companies Act, 2013
has the effect of a ‘Will’ and therefore, the plaintiff is not entitled to any
share in the estate of the Decedent.

15. He submits that recently the Hon’ble Supreme Court in Shakti
Yezdani & Anr. vs. Jayanand Jayant Salgaonkar & Ors., (2024) 4 SCC
642 has settled the law regarding the effect of “nomination” under various
statutes including the erstwhile Section 109A of Companies Act, 1956,
which is pari materia to the present Section 72 of the Companies Act, 2013.
It has been laid down that nomination does not grant absolute rights of
ownership in the shares in favour of the nominee.

16. He submits that if the amended written statement is meaningfully
read, defendant no.1 is opposing the reliefs sought in the instant application
only on following grounds:

i. there is an oral family settlement whereby the Decedent has disowned
plaintiff and therefore, plaintiff cannot claim any interest as Class I legal
heir; and
ii. the nomination by way of the Nomination Form amounts to and has
the effect of a ‘Will’ in view of section 72 of the Companies Act, 2013,
and the said document fulfils the pre-condition of a ‘Will’ since it is
attested by two witnesses.

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17. He submits that even assuming for the sake of arguments that there
was an oral partition / settlement, the said stand of defendant no.1 is
untenable in the eyes of law as there cannot be an oral settlement during the
lifetime of the Decedent regarding devolution of his estate after his demise.
This is nothing but propounding an Oral Will. He submits that oral
disposition of self-acquired properties by a Hindu is not permitted in terms
of the provisions of the Hindu Succession Act, 1956. Reliance in this regard
is placed on the decision of this Court in Goutam Bhadra & Anr. vs. Gouri
Bhadra & Anr., 2014 SCC OnLine Del 1272.

18. He further submits that in terms of provisions of Indian Succession
Act, 1925, particularly as per section 63 read with sections 65 and 66 and
schedule III, only a soldier, sailor or airman, serving in expedition or
engaged in war, is allowed to make a Privileged Will, which can be made by
word of mouth. Reliance has been placed on the decisions of this Court in
Sunita Shivdasani vs. Geeta Gidwani, 2007 SCC OnLine Del 200 and
Neelima Sharma & Ors. vs. Satyavrat Sharma & Anr., 2025 SCC OnLine
Del 807 to submit that in the said decisions, it has been held that a Hindu
cannot make a Privileged Will or an oral Will in terms of sections 65 and 66
of the Indian Succession Act, 1925.

19. He submits that the only way to exclude a legal heir from succession
is by the way of a testamentary Will or any other testamentary documents.
He submits that any settlement during the lifetime of the Decedent cannot
operate as a Will. Reliance in this regard is placed on the decision of
Division Bench of High Court of Madras in Appandainatha Nainar vs.
Appadurai, 2003 (2) CTC 202 and the decision of High Court of Kerala in
Narayani & Anr. vs. Sreedharan, 2011 SCC OnLine Ker 4059. Therefore,

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plea of oral family settlement having been acted upon, disinheriting plaintiff,
during lifetime of the Decedent does not hold any water.

20. On the plea of nomination raised by defendant no.1, Mr. Bhushan
reiterates that the law in this regard has been settled in Shakti Yezdani
(supra). He also places reliance on the decision of this Court in Paminder
Gujral & Ors. vs. Kiranjit Gujral & Ors., 2024:DHC:4870 to submit that
the position settled in Shakti Yezdani (supra) has been applied in the said
decision.

21. He submits that the Nomination Form relied upon by defendant no. 1
in her amended written statement is a generic/standard ‘Know Your Client
(KYC)’ application form of Stock Holding Corporation of India Limited
(SHCIL) and not a testamentary document evidencing propounding of a
‘Will’, with specificity. The said Nomination Form does not fulfil the
conditions stipulated under the definition of ‘Will’ as defined under section
2(h) of the Indian Succession Act.

22. He places reliance on the decision of this Court in K.L. Malhotra vs.
Sudershan Kumari & Anr., (2008) 149 DLT 783 to submit that in the said
decision, in the context of section 2(h) of the Indian Succession Act, 1925, it
has been held that while interpreting the nature of the document purported to
be a ‘Will’, the courts have to examine whether the document contains
specific words of bequest to come into effect after the death of the testator.
The onus probandi lies upon the party propounding the ‘Will’ and if no
evidence is given by the said party, the issue must be decided against it.

23. Per contra, Mr. Sanjeev Kakra, learned Senior Counsel appearing on
behalf of defendant no. 1 at the outset submits that the present application is
entirely misconceived and not maintainable inasmuch as the plaintiff has
grossly failed to point out any admission which would warrant the
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indulgence of this Court under Order XII Rule 6. He submits that in the
scheme of Order XII Rule 6 admission has to be clear, unequivocal,
unambiguous and unconditional, which is not the case here. The said
requirement cannot be something that has to be dissected from the
pleadings/documents or arrived at after a lengthy process of deduction. In
this regard, he has placed reliance on the following decisions passed by
Hon’ble Supreme Court as well as this Court:

i. Rajesh Mitra @ Rajesh Kumar Mitra vs. Karnani Properties
Limited, 2024 SCC OnLine SC 2607;

ii. Himani Alloys Ltd. vs. Tata Steel Ltd. (2011) 15 SCC 273;
iii. Karan Kapoor vs. Madhuri Kapoor (2022) 10 SCC 496;
iv. Rakesh Kumar Aggarwal & Anr. vs. Caravan Commercial Company
Limited, 2023 SCC OnLine Del 223; and
v. Sunil Goel vs. Mis Rational Enterprises & Ors. -Order dt.

22.03.2024 passed in CS (COMM) No.536 of 2016.

24. He submits that in the instant case, there is no specific, clear and
categorical admission of facts and documents by defendant no.1 warranting
passing of a preliminary decree. In fact, there are various triable issues like:

effect of nomination made by Late Mr. Abhey Kumar Oswal in the
Nomination Application Form; and effect of oral family settlement acted
upon between the parties, for which detailed evidence has to be led by the
parties.

25. He further submits that the decision in Shakti Yezdani (supra) was
passed in different facts and circumstances, thus, plaintiff’s reliance on the
same is misconstrued and based on a completely incorrect reading of the
said decision.

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26. Elaborating further, he submits that in Shakti Yezdani (supra) the
deceased therein had first nominated a beneficiary in the nomination form
and drawn a Will i.e., the testamentary document. The deceased also
clarified his wishes not only qua the shares but also other positions The
deceased revoked his gift deed in favour of some people, excluded some
people from shareholding in his estate and expressed his desire for
distribution of his estate as per his wishes among the selected members of
his family (not all). Thus, the testamentary document in the said case had to
prevail over all other documents i.e. nomination etc. Further, the nomination
form was witnessed and acknowledged by two witnesses in compliance of
mandatory conditions of a ‘Will’ under section 63 of the Indian Succession
Act, 1925.

27. He further submits in Shakti Yezdani (supra), unlike the present case,
owing to the deceased’s ‘Will’ therein, which clearly detailed the assets
division including the shares contrary to the prior nominations, the Hon’ble
Supreme Court held that deceased’s ‘Will’ was to prevail over the
nomination for Bank accounts, shares, lockers etc. In the present case, the
position is to the contrary, as the nomination form is the written ‘Will’ of the
Decedent as far as his shares are concerned. He submits that as the Decedent
did not execute any written and superseding ‘Will’ post the nomination form,
therefore, the desire of the Decedent to ‘Will’ his shares, as he did under the
aforesaid nomination form, has to prevail.

28. He contends that the nomination form in favour of defendant no.1
constitutes an absolute and binding declaration. As per Section 72 of the
Companies Act, 2013, a nomination validly made supersedes all claims
regarding the transfer of shares upon the demise of the nominator. The
nomination form unequivocally vests ownership of the shares in defendant
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no.1 leaving no scope for disputes or division among other claimants.
Therefore, the rights arising from the nomination are final and conclusive.

29. He further submits that the disputes between the parties are directly
covered by the principles laid down by Hon’ble Supreme Court in Aruna
Oswal vs. Pankaj Oswal & Ors. (2020) 8 SCC 79 which specifically govern
the disputes between family members regarding shareholding and
inheritance.

30. He submits that it is a settled principle of law that the earlier judgment
of a bench of a coordinate strength is binding on the subsequent bench of
equal strength. Therefore, the decision in Aruna Oswal (supra) will hold the
field between the same parties as far as the issue of Nomination and its
effect is concerned. Reliance in this regard is placed on the decision of the
Hon’ble Supreme Court in Union of India & Drs vs. S.X Kapoor, 2011 (4)
SCC 591.

31. He submits that nomination and its effect is a matter of trial and
cannot be decided in a summary manner. A plain reading and comparison of
the nomination form in the present case with all other nomination forms
available in public domain would show that all other nomination forms are
to be signed by only one witness, whereas the nomination form in the
present case has been signed by two witnesses. Therefore, the nomination
form in the present case is entirely different from the other nomination
forms and is not a standard template nomination form.

32. He further submits that it is also a matter of fact that the oral family
settlement of 2006 disinheriting the plaintiff has been acted upon, inasmuch
as in furtherance thereof, the Decedent had removed the plaintiff’s name
from the HUF account maintained in the HDFC Bank on 07.08.2007, factum
of which can easily be verified from the records of the Bank itself.

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33. He submits that the Decedent has only included defendant nos.1 and 2
as his co-parceners in the HUF account held by him. Therefore, plaintiff
cannot be treated as the legal heir to legally succeed to the estate of Late Mr.
Abhey Kumar Oswal and claim any interest therein. He submits that account
opening form of “AK Oswal & Sons HUF” dated 07.08.2007 clearly shows
that the Oral Family Settlement was given effect to and the plaintiff was
excluded from the estate of Late Mr. Abhey Kumar Oswal.

34. He further draws attention of the Court to the judgment dated
02.08.2019 passed by this Court to submit that whilst allowing application
of defendant no.1 under Order VI Rule 17, this Court had observed that
there are prima facie no obvious admissions about any right having been
inherited by the plaintiff. Thus, there are no admissions qua entitlement of
plaintiff in the estate of Decedent.

35. He submits that it is settled law that the nomenclature of a document
is not determinative of its true nature, rather the Court must look into the
contents of the document and the intention of the executant. Merely calling a
document a ‘nomination form’ does not restrict the Court from treating it as
a testamentary disposition if its language and execution reflect such an
intent.

36. He reiterates that in the present case, the nomination form executed by
Decedent expressly supersedes all prior nominations as well as all
testamentary documents; and confers absolute entitlement on defendant no.1
qua all the shares of Decedent. Also, it was executed in the presence of two
witnesses in conformity with section 63 of Indian Succession Act, 1925.

37. He, thus, contends that it is the content and intent underlying the
nomination form that must prevail, and not the label attached to it.
Reference in this regard is made to the decisions of Hon’ble Supreme Court
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in B.K. Maniraju vs. state of Karnataka and Ors., (2008) 4 SCC 166 and
Meena Pradhan & Ors. vs. Kamla Pradhan & Anr, (2023) 9 SCC 734.

38. Lastly, he submits that plaintiff’s present application cannot be
decided in part as declaration sought in Prayer A cannot be granted in
isolation of Prayer B. Under these circumstances, the question of passing a
Preliminary Decree on admission does not arise till the respective shares, if
any, of the parties are determined which at present are in a fluid state. The
question of passing a piecemeal order or judgment on a particular fact is
neither permissible nor warranted under the provisions of Order XII Rule 6
CPC which only contemplates a passing of a decree on admission and not a
decision regarding any fact in issue and that too without a trial.

39. In rejoinder, Mr. Bhushan submits that the defense of purported oral
family settlement is a sham defense inasmuch as defendant no.1 has failed to
provide material particulars of the said settlement in the written statement.
He submits that following material particulars have not been provided:

i. details of parties to the alleged oral settlement;
ii. details of witnesses to such settlement; and
iii. details of when and where the alleged settlement was arrived at.

40. He submits that in Aruna Oswal (supra) the Hon’ble Supreme Court
did not conclusively decide the question pertaining to the effect of
nomination under section 72 of the Companies Act in the facts of the present
case. The Court only made “prima facie” observations regarding effect of
section 72 of the Companies Act. The Court left it open for this Court to
decide whether absolute right, title, and interest is to be vested in the
nominee or not.

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41. He submits that Shakti Yezdani (supra) is an authoritative
pronouncement on the scope and effect of nomination under section 72 of
the Companies Act, and it continues to hold the field.

42. He lastly submits that whether nomination has the effect of a ‘Will’ or
not is purely a legal question which does not require any evidence or trial. In
any case, it is trite law that pleadings ought to be read meaningfully and, in a
context, to understand their true meaning and import. Evasive and
mechanical denials without substantiation are meaningless. In this regard,
reliance has been placed on the decision of Division Bench of this Court in
Vijaya Myne vs. Satya Bhushan Kaura, (2007) 142 DLT 483 (DB). He
submits that there are not only specific, clear and categorical admissions but
also constructive admissions on part of defendant no.1.

43. Having heard learned counsel appearing on behalf of the parties, this
Court notes that in the main suit, the plaintiff has prayed for decree of
rendition of accounts, as well as, preliminary decree of partition to the extent
that plaintiff is entitled to 1/4th share in the suit properties listed in the
schedule as also the properties belonging to the Oswal Family, with further
prayer for grant of final decree of partition.

44. However, in the present application under Order XII Rule 6 CPC, the
plaintiff seeks judgment on admissions and preliminary decrees to the
following effect:

“42. In view of the foregoing, the Applicant/Plaintiff humbly prays that
this Hon’ble Court may be pleased to:

A. Pass a judgment on admission and a preliminary decree
declaring that the Plaintiff is a Class-I legal heir of Late Mr.
Abhey Kumar Oswal;

B. Grant a preliminary decree declaring that the Plaintiff is
entitled to 1/4th share in the suit properties as listed in the
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Amended Schedule, more specifically the Plaintiff is entitled to
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1/4th share in the shares held by Late Mr. Abhey Kumar Oswal
in OAML [53530960 (39.88%)] and OGL [28540318 (11.11%)]
at the time of his demise on 29.03.2016″

45. When the present application was finally heard and the judgment was
reserved, the learned counsel for the applicants in I.A. 12308/2025 (under
Order I Rule 10 CPC) had contended that the applicants in the said
application are claiming to be legal heirs of late Abhey Kumar Oswal, and in
the event they are held to be legal heirs, they would also have share in the
estate of late Abhey Kumar Oswal.

46. Confronted with this situation, Mr. Jayant Bhushan, learned senior
counsel appearing on behalf of plaintiff/applicant had submitted that in the
event the present application is allowed, the shares may not be declared
while allowing the application, and only an observation may be made that
declaration of shares of the parties will be subject to the outcome of the
aforesaid application i.e. IA. 12308/2025.

47. Before proceeding to examine the case articulated in the present
application, it is important for this Court to be mindful that the objective of
enacting the provisions under Order XII Rule 6 CPC is to enable the Court
to pronounce the judgment on admission when the admissions are sufficient
to entitle the plaintiff to get the decree inasmuch as the said provision has
been enacted to render speedy judgment and save the parties from going
through the rigmarole of a protracted trial.2

48. It is equally settled that the power under Order XII Rule 6 CPC is
discretionary and cannot be claimed as a matter of right, or in other words,
judgment on admission is a matter of discretion of the Court. Where the
defendants have raised objections which goes to the root of the case, it

2
Signature Not Verified Vijaya Myne vs. Satya Bhushan Kaura, (2007) SCC OnLine Del 828.
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would not be appropriate to exercise discretion under Order XII Rule 6 CPC.
The said Rule is an enabling provision which confers discretion on the Court
in delivering a quick judgment on admission and to the extent of the
admission by one of the parties of his opponent’s claim.3

49. Insofar as the present suit is concerned, the foundational facts are not
in dispute. The Decedent was a Hindu, who died on 29.03.2016, and is
survived by the plaintiff (eldest son), defendant no.1 (wife), defendant no.2
(younger son) and defendant no.3 (daughter).

50. The Decedent’s shareholding in OAML and OGL and the extent
thereof has been mentioned in the prayer clause of the instant application,
which again is not in controversy

51. The case set up by the plaintiff in the plaint is that the Decedent died
intestate. In the amended written statement filed by the defendant no.1 on
her own behalf, as well as on behalf of defendant no.2, as his general
attorney, particularly in para 2 of the para wise reply, it has been admitted
that the Decedent was a Hindu who left behind four legal heirs i.e., all the
four parties to the suit, but it has been denied that the Decedent died
intestate.

52. In para 11 of Preliminary Objections, the defendant no.1 has
elaborated that she has been appointed by Decedent as his nominee in his
DEMAT account qua his shareholding in OAML and OGL, and said
nomination constitutes the legal testament of decedent.

53. Further, in para 4 of preliminary submissions, the defendant no.1 has
pleaded oral family settlement that was purportedly arrived at in the month
of October, 2006 in the Oswal family whereby the plaintiff was expelled,
disowned and disinherited from the estate of decedent. As the pleading with

Signature Not Verified 3
S.M. Asif vs. Virender Kumar Bajaj, (2015) 9 SCC 287.

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regard to the oral family settlement would assume relevance in the latter part
of the present judgment, therefore, it is considered appropriate to reproduce
para 4 of the preliminary submissions for ready reference, which reads thus:

“4. Since the misdeeds of the Plaintiff and financial forgeries,
manipulation and misadventure of the Plaintiff have been bringing a
bad name to Late Mr. Abhey Kumar Oswal and his family, Late Mr.
Abhey Kumar Oswal, in the month of October, 2006 decided to
completely expel, disown and disinherit the Plaintiff from his estate. It
was categorically stated by Late Mr. Abhey Kumar Oswal that after his
death only the Defendant No. 1 shall be entitled to inherit his estate
and the Plaintiff will have no right, title or interest to any part of his
estate. As such an oral family settlement was arrived at in the month
of October, 2006 in the Oswal family and as such the Plaintiff shall
not be entitled to inherit any estate of Late Mr. Abhey Kumar Oswal.”

(emphasis supplied)

54. Notably, the defence of the contesting defendant i.e. defendant no.1
essentially rests on two pleas viz., :

(i) an oral family settlement of October, 2006 whereby the plaintiff
was disinherited; and

(ii) nomination qua the shareholding of decedent in OAML and OGL
in favour of defendant no.1, which according to her operates as a ‘Will’
and confers upon her absolute ownership.

PLEA OF ORAL FAMILY SETTLEMENT DISINHERITING THE
PLAINTIFF

55. This Court has to first see as to whether the plaintiff’s right of
inheritance as Class I legal heir of Decedent stands established on the basis
of clear and unequivocal admissions and whether the defence of the
defendant no.1, even if assumed to be correct, does not disclose a legally
sustainable answer to the claim of plaintiff, not giving rise to any triable
issue.

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56. It has been articulated in above quoted Para 4 of preliminary
submissions of amended written statement that in the month of October,
2006, the Decedent and his family decided to completely expel, disown and
disinherit the plaintiff from his estate. It is further alleged that it was
categorically stated by Decedent that after his death only defendant no.1
shall be entitled to inherit his estate and plaintiff will have no right, title or
interest to any part of his estate. As such, an oral family settlement was
arrived at in the month of October, 2006, disinheriting the plaintiff from the
estate of the Decedent.

57. Upon examining the plea of oral family settlement as articulated in
the amended written statement of defendant no.1, it is clear that the said oral
family settlement proposed to regulate the devolution of the estate of
Decedent after his death and the same would not take effect during his
lifetime. In this backdrop, the very first question to be addressed is whether
the oral family settlement alleged to have been arrived at in the month of
October, 2006, is a ‘Settlement’ or a ‘Will’.

58. An oral family settlement as articulated by the defendant no.1 in the
amended written statement is an attempt to effect post death disposition,
which clearly has a testamentary character. However, the law does not
permit an oral ‘Will’ except when made under Section 65 and 66 of the
Indian succession Act, 19254 by a soldier, airman or mariner, and that too in

65. Privileged wills. -Any soldier being employed in an expedition or engaged in actual warfare, 1*[or an
airman so employed or engaged,] or any mariner being at sea, may, if he has completed the age of eighteen
years, dispose of his property by a will made in the manner provided in section 66. Such wills are called
privileged wills.

66. Mode of making, and rules for executing, privileged wills.-
(1) Privileged wills may be in writing, or may be made by word of mouth.
(2) The execution of privileged wills shall be governed by the following rules:–

(a) The will may be written wholly by the testator, with his own hand. In such case it need not be signed or
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the conditions as defined therein. A Hindu under section 63 of the said Act5
can only make an unprivileged ‘Will’, which means it has to be a document
in writing which bears his signature and attested by two witnesses.6
Admittedly, no written ‘Will’ was executed by the Decedent in respect of his
entire estate in terms of Section 63 of the Indian succession Act. Only in
respect of shareholding of the Decedent, defendant no.1 has set up a case
that there is a nomination in her favour, which according to her is a
testamentary disposition, which aspect will be dealt with separately in the
latter part of this judgment.

(b) It may be written wholly or in part by another person, and signed by the testator. In such case it need
not be attested.

(c) If the instrument purporting to be a will is written wholly or in part by another person and is not signed
by the testator, it shall be deemed to be his will, if it is shown that it was written by the testator’s directions
or that he recognised it as his will.

(d) If it appears on the face of the instrument that the execution of it in the manner intended by the testator
was not completed, the instrument shall not, by reason of that circumstance, be invalid, provided that his
non-execution of it can be reasonably ascribed to some cause other than the abandonment of the
testamentary intentions expressed in the instrument.

(e) If the soldier, 1*[airman] or mariner has written instructions for the preparation of his will, but has died
before it could be prepared and executed, such instructions shall be considered to constitute his will.

(f) If the soldier, 1*[airman] or mariner has, in the presence of two witnesses, given verbal instructions for
the preparation of his will, and they have been reduced into writing in his lifetime, but he has died before
the instrument could be prepared and executed, such instructions shall be considered to constitute his will,
although they may not have been reduced into writing in his presence, nor read over to him.

(g) The soldier, 1*[airman] or mariner may make a will by word of mouth by declaring his intentions
before two witnesses present at the same time.

(h) A will made by word of mouth shall be null at the expiration of one month after the testator, being still
alive, has ceased to be entitled to make a privileged will.

63. Execution of unprivileged wills.-Every testator, not being a Collected by the All India Christian
Council, www.christiancouncil.in Page 19 of 123 soldier employed in an expedition or engaged in actual
warfare, 1*[or an airman so employed or engaged,] or a mariner at sea, shall execute his will according to
the following rules:–

(a) The testator shall sign or shall affix his mark to the will, or it shall be signed by some other person in
his presence and by his direction.

(b) The signature or mark of the testator, or the signature of the person signing for him, shall be so placed
that it shall appear that it was intended thereby to give effect to the writing as a will.

(c) The will shall be attested by two or more witnesses, each of whom has seen the testator sign or affix
his mark to the will or has seen some other person sign the will, in the presence and by the direction of the
testator, or has received from the testator a personal acknowledgment of his signature or mark, or of the
signature of such other person; and each of the witnesses shall sign the will in the presence of the testator,
but it shall not be necessary that more than one witness be present at the same time, and no particular form
of attestation shall be necessary.

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59. To properly appreciate the rival contentions, it is necessary to
delineate the distinction between a ‘Settlement’ and a ‘Will’. The
determination does not depend on the nomenclature of the document, which
is not conclusive. Rather, the document must be read as a whole, with
emphasis on its recitals and the intention of the executant as discernible
therefrom. The crucial test is whether the document creates any interest in
the property in praesenti so as to operate inter vivos, conferring any
irrevocable right in favour of the beneficiary. Conversely, where the
intention is that the interest in the property should pass only upon the demise
of the executant, the instrument partakes the character of a testamentary
disposition. Reference in this regard may be had to the decision in Namburi
Basava Subrahmanyam vs. Alapati Hymavathi & Ors., (1996) 9 SCC 388
wherein the Hon’ble Supreme Court had articulated the guiding principles in
that behalf as under: –

“3. The only question is the interpretation of the deed Ex. B-1. It is
true, as rightly contended by Smt K. Amareshwari, the learned Senior
Counsel for the respondents, that the nomenclature of the document is
not conclusive. The recitals in the document as a whole and the
intention of the executant and acknowledgement thereof by the parties
are conclusive. The Court has to find whether the document confers
any interest in the property in praesenti so as to take effect intra vivos
and whether an irrevocable interest thereby, is created in favour of
the recipient under the document, or whether the executant intended
to transfer the interest in the property only on the demise of the
settlor. Those could be gathered from the recitals in the document as a
whole………….”

(emphasis supplied)

60. Following the decision in Namburi (supra), the Kerala High Court in
Narayani and Anr. vs. Sreedharan, 2011 SCC OnLine Ker 4059, in the
context of written settlement deed, laid down that when a right is transferred

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Neelima Sharma and Ors. v. Satyavrat Sharma and Anr., 2025 SCC OnLine Del 807
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in praesenti, it can only be treated as settlement deed. However, if no right
is transferred in praesenti and provision is made only for transfer of the right
after the death of executant, it could only be treated as a ‘Will’. The
relevant extract from the said decision reads thus:

“6. First question to be decided is whether Ext. B1 is a settlement
deed or a will. This aspect was not considered by the courts below
evidently for the reason that no such contention was raised before the
courts below. Whatever it be, in the light of the submissions made, it is
necessary to settle that question. If by execution of Ext. B1, right is
transferred in praesenti, it can only be treated as a settlement deed.
On the other hand, if no right is transferred in praesenti and by
execution of Ext. B1, provision is made only for transfer of the right,
after the death of either or both of the executants, it could only be
treated as a will.”

(emphasis supplied)

61. Upon examining the pleadings in substance and not merely going by
the nomenclature used therein, this Court finds that the pleaded oral family
settlement is not a transfer of right by the Decedent qua his estate in
praesenti. It is rather an oral understanding to exclude the plaintiff, a Class-I
legal heir, from succession after the demise of Decedent, which will fall
within the ambit of an oral ‘Will’. It is only a privileged Will which can be
made orally as provided in Section 66 of the Indian Succession Act, 1925
and by the category of persons mentioned in Section 65 thereof. The
Decedent was not belonging to the categories as enumerated in Section 65;
therefore, he was not competent to make an oral ‘Will’, rather he could have
made only an ‘unprivileged Will’, which law requires to be in writing.

62. Under the statutory scheme of the Hindu Succession Act, 1956,
intestate succession is governed by Section 87 of the said Act whereunder

8. General rules of succession in the case of males.―The property of a male Hindu dying intestate
shall devolve according to the provisions of this Chapter:―
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the property of male Hindu dying intestate firstly, devolves upon his Class-I
legal heirs, and thereafter sequentially upon Class-II legal heirs; agnates; and
cognates. Such intestate succession can be displaced only by – (i) a valid
testamentary disposition, which takes effect after the death of testator; or (ii)
a legally recognized transfer inter vivos which is between living people, by
way of gift etc. Merely an oral understanding to disinherit a Class-I legal
heir without execution of valid ‘Will’ or without transfer inter vivos in
praesenti is not known to law. It is not the case of the defendant no.1 that
the Decedent made any transfer inter vivos qua his estate. Therefore, the
claim of defendant no.1 that the plaintiff was disinherited, based only on
purported oral family settlement pleaded by her, is not legally tenable.

63. Insofar as the plea of defendant no.1 that the settlement was acted
upon inasmuch as the plaintiff’s name from HUF account was removed, this
Court is of the considered opinion that the removal of plaintiff’s name from
an HUF account does not alter the legal position in respect of the inheritance
of Decedent’s estate. The reasons are as follows- (i) Firstly, the HUF co-
parcener arrangements will not have any bearings on the succession of
individual estate of the Decedent; (ii) Secondly, no legally tenable
extinguishment of plaintiff’s share in the estate of Decedent has been shown
either by inter vivos transfer during the lifetime of decedent or by
testamentary disposition after his death; and (iii) Thirdly, even assuming the
pleaded fact of oral family settlement to be true, the same does not constitute
a lawful mode of extinguishing the plaintiff’s statutory right of inheritance
under the Hindu Succession Act, 1956.

(b) secondly, if there is no heir of class I, then upon the heirs, being the relatives specified in class II of the
Schedule;

(c) thirdly, if there is no heir of any of the two classes, then upon the agnates of the deceased; and
Signature Not Verified (d) lastly, if there is no agnate, then upon the cognates of the deceased.
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64. Further, the Court also notes that in the amended written statement
filed by defendant no.1, she has failed to provide any relevant details
apropos the oral family settlement viz., (i) details of the parties to said
settlement; (ii) who all from the Oswal family were present when such
family settlement was arrived at; (iii) details of witness(es), if any, to the
said settlement; and (iii) other material particulars like date, time and place
of such oral family settlement. Incidentally, the alleged family settlement
was not followed by recording of any written memorandum of family
settlement. Furthermore, it is not the case of defendant no.1 that the plaintiff
was present when alleged oral family settlement was arrived at and he
consented to the same. Under normal circumstances, the plaintiff could not
be expected to be a consenting party to an oral family settlement whereby he
is being disinherited. This crucial circumstance divests the alleged
settlement of its character as a ‘family settlement’. That apart, Defendant
No. 2, another member of the Oswal family, expressly disowned the said
amended written statement which contains the plea of oral family settlement,
by issuing a ‘Cease and Desist Notice’ dated 17.02.2023 to defendant no.1.
Besides that, this Court has already held above that purported oral family
settlement is not a ‘settlement’ but an oral ‘Will’, which is not legally
permissible. Therefore, the defence of oral family settlement cannot
succeed on either count. In this backdrop, merely making an averment that
an oral family settlement was arrived at to disinherit plaintiff without
providing material particulars, does not make such a strong defence that will
enable the defendant no. 1 to succeed in the suit, even after the matter is put
on trial. The plea of oral family settlement is thus, devoid of merit and does
not raise a triable issue which would require leading of evidence.

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65. On the aspect of sufficiency of pleadings, reference may
advantageously be had to a decision of Hon’ble Supreme Court in Maria
Margarida Sequira & Ors. vs. Erasmo Jack De Sequeria, (2012) 5 SCC

370. In the said decision it was held that pleadings of a case must contain
sufficient particulars and until the pleadings raise a sufficient case, they will
not constitute sufficient claim of defence. The relevant part of the decision
reads as under :

“74. If the pleadings do not give sufficient details, they will not raise
an issue, and the court can reject the claim or pass a decree on
admission. On vague pleadings, no issue arises. Only when he so
establishes, does the question of framing an issue arise. Framing of
issues is an extremely important stage in a civil trial. Judges are
expected to carefully examine the pleadings and documents before
framing of issues in a given case.

75. In pleadings, whenever a person claims right to continue in
possession of another property, it becomes necessary for him to plead
with specificity about who was the owner, on what date did he enter
into possession, in what capacity and in what manner did he conduct
his relationship with the owner over the years till the date of suit. He
must also give details on what basis he is claiming a right to continue
in possession. Until the pleadings raise a sufficient case, they will not
constitute sufficient claim of defence.

XXXX XXXX XXXX

77. The court must ensure that pleadings of a case must contain
sufficient particulars. Insistence on details reduces the ability to put
forward a non-existent or false claim or defence. In dealing with a
civil case, pleadings, title documents and relevant records play a vital
role and that would ordinarily decide the fate of the case.”

(emphasis supplied)

66. A co-ordinate bench of this Court in Rajeev Tandon and Another vs.
Rashmi Tandon, 2019 SCC OnLine Del 7336 whilst deciding an
application filed under Order XII Rule 6 CPC observed that vague,
unsubstantiated and evasive pleas are sufficient ground to hold that there are

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admissions in the pleadings and a decree is liable to be passed under Order
XII Rule 6. The relevant extract reads thus:

“24. The substance of the actual defence of the defendant from a
perusal of the written statement is that the property in question has
been purchased from the joint family fund obtained from the joint
family business belonging to the father of the parties. It is also stated
that the suit property was bought from the funds generated after
disposal of the joint family property in which the defendant had an
equal share and entitlement. This is the sum and substance of the
defence raised by the defendant in her written statement. It is manifest
that the defence is vague, evasive and lacks material particulars.
Under Order 8 Rule 3 CPC, a defendant is obliged to deal specifically
with each allegation of fact of which he does not admit the truth.
Similarly, under Order 8 Rule 4 CPC, if a defendant denies an
allegation of fact, he must not do so evasively but answer the point of
substance. In the present case, the denials are evasive and cannot be
said to be a specific response.

xxxx xxxx xxxx

35. Clearly, vague, unsubstantiated and evasive pleas have been held
to be sufficient ground to hold that there are admissions in the
pleadings and a decree is liable to be passed under Order 12 Rule 6
CPC. As noted above, the pleas taken by the defendant in the written
statement are vague, inconsistent and do not in any manner whatsoever
show that any worthwhile defence is raised or any right exists in favour
of the defendant to enable her to continue to occupy the suit property.

36. In my opinion, the defence taken by the defendant is vague and
unsubstantiated and a mere attempt to prolong the present litigation.
Accordingly, no defence is available to the defendant. The present
application under Order 6 Rule 12 CPC is liable to be allowed.”

(emphasis supplied)

67. The decision of Rajeev Tandon (supra) has been followed in
subsequent decision of this Court in Rajeev Chawla vs. Deepak Chawla,
2022 SCC OnLine Del 3177, wherein the Court observed that the admission
can also be constructive admission, which can be inferred from the vague
and evasive denial. The Court noted that the averments in the written
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statement therein with regard to the HUF are vague and unsubstantiated.
Accordingly, the Court decreed the suit under Order XII Rule 6 CPC
observing that no useful purpose will be served by sending the matter for
trial. The relevant part of the decision reads thus:

15. The legal proposition that emerges from a reading of the
aforesaid paragraph is that a party setting up an HUF has to plead
and give details in respect of the date when the HUF was created,
who were its members/coparceners, who was the Karta and if the
HUF was created after 1956 and when was the property put into the
common hotchpotch of the HUF.

16. It is clear from the reading of the written statement that no such
averments have been made in the written statement filed on behalf of
the defendant. Only vague and unsubstantiated pleas with regard to
the suit property being part of the HUF have been made without any
particulars or documents in support thereof. Admittedly, the suit
property was purchased after 1956, yet no details have been given as to
when the property was thrown into the hotchpotch of HUF.

xxxx xxxx xxxx

20. In Rajeev Tandon (supra), a Co-ordinate Bench of this Court has
observed that for the purposes of passing a decree under Order XII
Rule 6 of the CPC, the admissions can be in the pleadings or in the
documents filed on behalf of the parties. The admissions can also be
constructive admissions, which can be inferred from the vague and
evasive denial in the written statement.

xxxx xxxx xxxx

26. The averments made in the written statement with regard to
existence of an HUF and the suit property being owned by the HUF,
are vague and unsubstantiated. No useful purpose would be served by
sending the matter for trial. Therefore, the plaintiff is entitled to a
preliminary decree of partition in terms of Order XII Rule 6 of the
CPC.

(emphasis supplied)
PLEA OF NOMINATION AND ITS EFFECT

68. The second limb of the defence articulated by defendant no.1 is that
the nomination form executed by the Decedent under Section 72 of the
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Companies Act, 2013 operates as a ‘Will’ and vests absolute ownership of
Decedent’s shares in OAML and OGL in defendant no.1. The said defence
is predicated on the fact that – (i) the nomination form is signed by two
witnesses; and (ii) it is specifically mentioned therein that this nomination
shall supersede any prior nomination and also any testamentary document.

69. Since defendant no.1 has placed reliance on Section 72 of the
Companies Act, 2013 in support of this plea, the said section is also
extracted below for better appreciation of the controversy:

“72. Power to nominate.–(1) Every holder of securities of a company
may, at any time, nominate, in the prescribed manner, any person to
whom his securities shall vest in the event of his death.

(2) Where the securities of a company are held by more than one
person jointly, the joint holders may together nominate, in the
prescribed manner, any person to whom all the rights in the securities
shall vest in the event of death of all the joint holders.

(3) Notwithstanding anything contained in any other law for the time
being in force or in any disposition, whether testamentary or otherwise,
in respect of the securities of a company, where a nomination made in
the prescribed manner purports to confer on any person the right to
vest the securities of the company, the nominee shall, on the death of
the holder of securities or, as the case may be, on the death of the joint
holders, become entitled to all the rights in the securities, of the holder
or, as the case may be, of all the joint holders, in relation to such
securities, to the exclusion of all other persons, unless the nomination
is varied or cancelled in the prescribed manner.

(4) Where the nominee is a minor, it shall be lawful for the holder of
the securities, making the nomination to appoint, in the prescribed
manner, any person to become entitled to the securities of the company,
in the event of the death of the nominee during his minority.”

70. Notably, Section 72 of the Companies Act, 2013 is pari materia with
Section 109-A of the erstwhile Act, i.e., Companies Act, 1956.

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71. An identical controversy had arisen for consideration of the Hon’ble
Supreme Court in Shakti Yezdani (supra). The Hon’ble Supreme Court
noted that the following questions were formulated for decision by the
Division Bench of Bombay High Court by way of an appeal which had
arisen out of the Civil Suit and as testamentary petition: –

“(i) Whether a nominee of a holder of shares or securities appointed
under Section 109-A of the Companies Act, 1956 read with the bye-

laws under the Depositories Act, 1996 is entitled to the beneficial
ownership of the shares or securities subject-matter of nomination to
the exclusion of all other persons who are entitled to inherit the estate
of the holder as per the law of succession?

(ii) Whether a nominee of a holder of shares or securities on the basis
of the nomination made under the provisions of the Companies Act,
1956 read with the bye-laws under the Depositories Act, 1996 is
entitled to all rights in respect of the shares or securities subject-
matter of nomination to the exclusion of all other persons or whether
he continues to hold the securities in trust and in a capacity as a
beneficiary for the legal representatives who are entitled to inherit
securities or shares under the law of inheritance?

(iii) Whether a bequest made in a will executed in accordance with the
Succession Act, 1925 in respect of shares or securities of the deceased
supersedes the nomination made under the provisions of Section 109-A
and Bye Law 9.11 framed under the Depositories Act, 1996?”

(emphasis supplied)

72. The Hon’ble Supreme Court after noting that section 109-A of the
Companies Act, 1956 is pari materia with Section 72 of the Companies Act,
2013 adverted to the intent and purpose behind introduction of sections 109-
A and 109-B8 of the Companies Act, 1956 and observed that the object
behind introduction of a nomination facility was to provide an impetus to the
Corporate Sector in the light of slow investment during those times. In fact,

8
Signature Not Verified Section 109A and 109 B were introduced by the Companies Amendment Act, 1999.
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the provisions of nomination facility were made in order to ease the
erstwhile cumbersome process of obtaining multiple letters of succession
from various authorities and also to promote a better climate for corporate
investments within the country. It was also emphasized that the ownership in
securities is not granted to the nominee nor there is any distinct legislative
move to revamp the extant position of law with respect to the nomination.

73. The Court further observed that reading the provisions of nomination
under the Companies Act, 1956 (now Companies Act, 2013) with the
broadest possible contours, it is not possible to say that the same deals with
the matter of succession in any manner. It was further held that there is no
material to say that the intention of the legislature behind introducing a
method of nomination through the Companies Amendment Act, 1999 was to
confer absolute title or ownership of properties/shares on the nominee.

74. The Hon’ble Supreme Court after comparative study of provisions
with regard to the nomination under different statutes went on to conclude
that there is no third line of succession contemplated under the Companies
Act and the nominee would not get an absolute title to the subject matter of
nomination.

75. Finally, it was held that the vesting of securities in favour of the
nominee contemplated under the erstwhile Section 109A of the Companies
Act, 1956 (pari materia with Section 72 of the Companies Act, 2013) is for
a limited purpose i.e., to ensure that there exists no confusion pertaining to
legal formalities that are undertaken upon the death of the holder and by
extension to protect the subject matter of nomination from any protracted
litigation until the legal representatives of the aforesaid holder are able to
take appropriate steps.

76. The relevant extract from Shakti Yezdani (supra) reads thus:

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“14. Looking at the provisions relating to nominations under different
statutory enactments and the way the courts have interpreted those to
the effect that the nominee does not get absolute title to the property
which is the subject-matter of nomination, the Division Bench
interpreting the provisions under Sections 109-A and 109-B the
Companies Act, 1956 declared that they do not override the law in
relation to testamentary or intestate succession. The judgment in
Kokate [Nitin Kokate v. Saraswat Coop. Bank Ltd., 2010 SCC OnLine
Bom 615] was declared to be incorrect as it failed to consider the law
laid down in Khanchandani [Vishin N. Khanchandani v. Vidya
Lachmandas Khanchandani, (2000) 6 SCC 724] and Talwar [Ram
Chander Talwar v. Devender Kumar Talwar, (2010) 10 SCC 671 :

(2010) 4 SCC (Civ) 313] as these cases preceded Kokate [Nitin Kokate
v. Saraswat Coop. Bank Ltd., 2010 SCC OnLine Bom 615] .

*** *** ***

36. The object behind the introduction of a nomination facility as can
be appreciated was to provide an impetus to the corporate sector in
light of the slow investment during those times. In order to overcome
such conditions, boosting investors’ confidence was deemed necessary
along with ensuring that company law remained in consonance with
contemporary economic policies of liberalisation. In fact, the provision
of nomination facility was made in order to ease the erstwhile
cumbersome process of obtaining multiple letters of succession from
various authorities and also to promote a better climate for corporate
investments within the country. In contrast, one must note that
ownership of the securities is not granted to the nominee nor there is
any distinct legislative move to revamp the extant position of law, with
respect to the same.

37. At this juncture, it would hold us in good stead to note what the
Court succinctly held in Salomon v. Salomon & Co. [Salomon v.

Salomon & Co., 1897 AC 22 at p. 38 (HL)] : (AC p. 38)
“… In a Court of Law or Equity, what the legislature intended to be
done or not to be done can only be legitimately ascertained from
that which it has chosen to enact, either in express words or by
reasonable and necessary implication.”

In this context, the act of the legislature to enact Section 109-A in the
Companies Act, 1956 and provide a nomination facility to holders also
aids in ascertaining the intent. The Companies Act, 1956 and
Signature Not Verified subsequent amendments as parliamentary legislations are rooted in
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Schedule VII List I Entry 43, which deals with incorporation,
regulation and winding up of corporations. There is no mention of
nomination and/or succession within the provisions or the Statement
of Objects and Reasons or any other material pertaining to the
Companies Act, 1956. Same is also not seen in subsequent amendments
to the Act.

38. Reading the provision of nomination within the Companies Act,
1956 with the broadest possible contours, it is not possible to say that
the same deals with the matter of succession in any manner. There is
no material to show that the intent of the legislature behind
introducing a method of nomination through the Companies
(Amendment) Act, 1999 was to confer absolute title of ownership of
property/shares, on the said nominee.

39. In fact, while interpreting other enactments that are similar in
nature by virtue of the fact that the provision of nomination within the
statute begins with a non obstante clause and/or is armed with the term
“vest” such as the (Banking Regulation Act, 1949, the Government
Savings Certificates Act, 1959 and/or the Employees’ Provident Funds
and Miscellaneous Provisions Act, 1952), multiple courts have rejected
the argument that the nominee would become the absolute owner to the
exclusion of the legal heirs. To hold otherwise would, in our opinion,
exceed the scope and extent of Section 109-A of the Companies Act,
1956.

40. In an illuminating list of precedents, this Court as well as several
High Courts have dealt with the concept of “nomination” under
legislations like the Government Savings Certificates Act, 1959, the
Banking Regulation Act, 1949, the Life Insurance Act, 1939
(quaereInsurance Act, 1938) and the Employees’ Provident Fund and
Miscellaneous Provisions Act, 1952. It would be apposite to refer to
what the Court said on nomination, in reference to these legislations:

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41. A consistent view appears to have been taken by the courts, while
interpreting the related provisions of nomination under different
statutes. It is clear from the referred judgments that the nomination
so made would not lead to the nominee attaining absolute title over
the subject property for which such nomination was made. In other
words, the usual mode of succession is not to be impacted by such
nomination. The legal heirs therefore have not been excluded by
virtue of nomination.

                             ***                           ***              ***
                             Effect of non obstante clause

51. In a similar vein, the appellants contend that the “non obstante
clause” in Section 109-A of the Companies Act, 1956 confers
overriding effect to the nomination over any other law and
disposition, testamentary or otherwise, and entitles the nominee
absolute rights over the shares/securities. Such a clause was also
found in the Banking Regulation Act, 1949 and the Government
Savings Certificates Act, 1959. However, while interpreting the
provision concerning nomination in those enactments, this Court in
Talwar [Ram Chander Talwar v. Devender Kumar Talwar, (2010) 10
SCC 671 : (2010) 4 SCC (Civ) 313] rejected the argument that the
nominee would be the absolute owner of the subject-matter, to the
exclusion of the legal heirs, because of the non obstante clause.

*** *** ***

53. It is settled law that general words and phrases used in a statute,
regardless of their wide ambit, must be interpreted taking into account
the objects of the statute. The clauses and sections within a statute are
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not to be read in isolation, but their textual interpretation is determined
by the scheme of the entire statute. [RBI v. Peerless General Finance &
Investment Co. Ltd., (1987) 1 SCC 424] Notably, a non obstante clause
is to be considered on the basis of the context within which it is used, as
has also been observed in R.S. Raghunath v. State of Karnataka [R.S.
Raghunath v. State of Karnataka, (1992) 1 SCC 335 : 1992 SCC (L&S)
286] . Applying the aforestated rule of interpretation, the non obstante
clause in Section 109-A of the Companies Act, 1956 should also be
interpreted keeping in mind the scheme of the Companies Act, 1956 and
the intent of introduction of nomination facility under Sections 109-A
and 109-B of the Companies Act, 1956 vide the Companies
(Amendment) Act, 1999 wherein emphasis was laid on building investor
confidence and bringing the company law in tune with policies of
liberalisation and deregulation. With this backdrop, it can be
concluded that the use of the non obstante clause, serves a singular
purpose of allowing the company to vest the shares upon the nominee
to the exclusion of any other person, for the purpose of discharge of
its liability against diverse claims by the legal heirs of the deceased
shareholder. This arrangement is until the legal heirs have settled the
affairs of the testator and are ready to register the transmission of
shares, by due process of succession law.

*** *** ***
No third line of succession contemplated under the Companies Act

55. The appellants also contend that a nomination validly made under
Section 109-A of the Companies Act, 1956 and Bye-law 9.11 of the
Depositories Act, 1996 constitutes a “statutory testament” that
overrides testamentary/intestate succession. It is worth noting that the
argument of nomination as a “statutory testament” in respect of
instruments such as life insurance policies, government savings
certificates, provident fund, etc. were considered and emphatically
rejected by this Court in multiple rulings.

*** *** ***

57. The appellants’ have contended that nominations under Section
109-A of the Companies Act, 1956 & Bye-law 9.11 of the Depositories
Act, 1996 suggest the intention of the shareholder, to bequeath the
shares/securities absolutely to the nominee, to the exclusion of any
other persons (including legal representatives) and constitutes a
“statutory testament”. However, aforesaid argument is not acceptable
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(a) The Companies Act, 1956 does not contemplate a “statutory
testament” that stands over and above the laws of succession,

(b) The Companies Act, 1956 as iterated above is concerned with
regulating the affairs of corporates and is not concerned with
laws of succession.

(c) The “statutory testament” by way of nomination is not subject
to the same rigours as is applicable to the formation and validity
of a will under the succession laws, for instance, Section 63 of the
Indian Succession Act, wherein the rules for execution of a will
are laid out.

*** *** ***

58. Therefore, the argument by the appellants of nomination as a
“statutory testament” cannot be countenanced simply because the
Companies Act, 1956 does not deal with succession nor does it
override the laws of succession. It is beyond the scope of the
company’s affairs to facilitate succession planning of the
shareholder. In case of a will, it is upon the administrator or executor
under the Succession Act, 1925, or in case of intestate succession, the
laws of succession to determine the line of succession.

Conclusion

59. Consistent interpretation is given by courts on the question of
nomination i.e. upon the holder’s death, the nominee would not get an
absolute title to the subject-matter of nomination, and those would
apply to the Companies Act, 1956 (pari materia provisions in the
Companies Act, 2013) and the Depositories Act, 1996 as well.

60. An individual dealing with estate planning or succession laws
understands nomination to take effect in a particular manner and
expects the implication to be no different for devolution of securities
per se. Therefore, an interpretation otherwise would inevitably lead to
confusion and possibly complexities, in the succession process,
something that ought to be eschewed.

*** *** ***

62. The vesting of securities in favour of the nominee contemplated
under Section 109-A of the Companies Act, 1956 (pari materia
Section 72 of the Companies Act, 2013) & Bye-Law 9.11.1 of the
Depositories Act, 1996 is for a limited purpose i.e. to ensure that
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there exists no confusion pertaining to legal formalities that are to
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be undertaken upon the death of the holder and by extension, to
protect the subject-matter of nomination from any protracted
litigation until the legal representatives of the deceased holder are
able to take appropriate steps. The object of introduction of
nomination facility vide the Companies (Amendment) Act, 1999 was
only to provide an impetus to the investment climate and ease the
cumbersome process of obtaining various letters of succession, from
different authorities upon the shareholder’s death.”

(emphasis supplied)

77. In view of the above authoritative pronouncement in Shakti Yezdani
(supra) on the effect of nomination, the submission on behalf of defendant
no.1 that the nomination form be construed as the ‘Will’ of Decedent cannot
be accepted.

78. The document relied upon by defendant no.1 is a nomination form
executed in a prescribed statutory format for demat transmission. Merely
because it is attested by two witnesses or contains a clause contemplating
superseding of prior nominations and other testamentary documents, does
not change its character into a testamentary instrument in view of law
exposited in Shakti Yezdani (supra).

79. The submission of Mr. Kakra that the Shakti Yezdani (supra) is
distinguishable on facts, is also untenable. The ratio therein is not facts
specific, but declaratory of legal position apropos Section 72 of the
Companies Act, 2013 and provisions analogous thereto. Further, reliance
placed by Mr. Kakra on Aruna Oswal (supra) to contend that the disputes
between the parties are directly covered by the principles laid therein as the
said decision specifically governs the dispute between the family members
of erstwhile nominee regarding shareholding and inheritance, is also
misplaced.

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80. In Aruna Oswal (supra) it was expressly held that question of right,
title and interest in the shareholding of the Decedent is to be determined by
the Civil Court and the observations made therein are only prima facie in
nature. However, the said decision did not conclusively hold that the
nomination vests absolute ownership, rather the Hon’ble Supreme Court
made a pertinent observation that merely disowning a son by late father or
by the family, is not going to deprive him of any right in the property to
which he may be otherwise entitled in accordance with the law. The relevant
paragraphs from Aruna Oswal (supra) are reproduced hereinbelow:

“10…………….NCLT and NCLAT ignored and overlooked the rights
of the deceased shareholder that would vest in the nominee. The
application could not be said to be maintainable. The matter of
inheritance is pending adjudication before this Court in another CA
No. 7107 of 2017 — Shakti Yezdani v. Jayanand Jayant. It would not
be appropriate for NCLT to decide a civil dispute. Respondent 1 did
not claim waiver on the rigors of Section 244 of the Act and also did
not file an application seeking a waiver under the proviso to Section
244 of the Act.

*** *** ***

29. It is also not disputed that the High Court in the pending civil suit
passed an order maintaining the status quo concerning shareholding
and other properties. Because of the status quo order, shares have to
be held in the name of Mrs Aruna Oswal until the suit is finally
decided. It would not be appropriate given the order passed by the
civil court to treat the shareholding in the name of Respondent 1 by
NCLT before ownership rights are finally decided in the civil suit, and
propriety also demands it. The question of right, title, and interest is
essentially adjudication of civil rights between the parties, as to the
effect of the nomination decision in a civil suit is going to govern the
parties’ rights. It would not be appropriate to entertain these parallel
proceedings and give waiver as claimed under Section 244 before the
civil suit’s decision. Respondent 1 had himself chosen to avail the
remedy of the civil suit, as such filing of an application under Sections
241 and 242 after that is nothing but an afterthought.

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30. The learned Senior Counsel for the appellants argued that
Respondent 1, is a disgruntled son disowned by family, settled in
Australia for the last 25-30 years. He admittedly did not have
anything to do with the affairs of the company. On the other hand, it
was vigorously argued by Mr Siddharth Dave, learned Senior Counsel
appearing for the respondent, that owing to the rampant Covid-19
Pandemic, Respondent 1 is in Dubai. Be that as it may. Merely
disowning a son by late father or by the family, is not going to
deprive him of any right in the property to which he may be
otherwise entitled in accordance with the law. The pertinent
question needs to be tried in a civil suit and adjudicated finally, it
cannot be decided by NCLT in proceedings in question. Hence, we
refrain from deciding the aforesaid question raised on behalf of the
appellants in the present proceedings. In the facts and circumstances,
it would not be appropriate to permit Respondent 1 to continue the
proceedings for mismanagement initiated under Sections 241 and 242,
that too in the absence of having 10% shareholding and firmly
establishing his rights in civil proceedings to the extent he is claiming
in the shareholding of the companies.

31. 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. 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 decision of such a question has to be eschewed in instant
proceedings. It would not be appropriate, in the facts and
circumstances of the case, to grant a waiver to the respondent of the
requirement under the proviso to Section 244 of the Act, as ordered by
NCLAT.

*** *** ***

33. We are of the opinion that the proceedings before NCLT filed
under Sections 241 and 242 of the Act should not be entertained
because of the pending civil dispute and considering the minuscule
extent of holding of 0.03%, that too, acquired after filing a civil suit in
company securities, of Respondent 1. In the facts and circumstances of
the instant case, in order to maintain the proceedings, the respondent
should have waited for the decision of the right, title and interest, in
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the civil suit concerning shares in question. The entitlement of
Respondent 1 is under a cloud of pending civil dispute. We deem it
appropriate to direct the dropping of the proceedings filed before
NCLT regarding oppression and mismanagement under Sections 241
and 242 of the Act with the liberty to file afresh, on all the questions,
in case of necessity, if the suit is decreed in favour of Respondent 1
and shareholding of Respondent 1 increases to the extent of 10%
required under Section 244. We reiterate that we have left all the
questions to be decided in the pending civil suit. Impugned orders
passed by NCLT [Pankaj Oswal v. Oswal Agro Mills Ltd., 2018 SCC
OnLine NCLT 29970] as well as Nclat [Oswal Greentech Ltd. v.
Pankaj Oswal, 2019 SCC OnLine NCLAT 1526] are set aside, and the
appeals are allowed to the aforesaid extent. We request that the civil
suit be decided as expeditiously as possible, subject to cooperation by
Respondent 1. Parties to bear their costs as incurred.”

(emphasis supplied)

81. At the cost of repetition, it may be observed that subsequently Shakti
Yezdani (supra) authoritatively clarified the position that the vesting of
securities in favour of the nominee contemplated under Section 109-A of the
Companies Act, 1956 (pari materia Section 72 of the Companies Act, 2013)
& Bye-Law 9.11.1 of the Depositories Act, 1996 is for a limited purpose i.e.
to ensure that there exists no confusion pertaining to legal formalities that
are to be undertaken upon the death of the holder and by extension, to
protect the subject-matter of nomination from any protracted litigation until
the legal representatives of the deceased holder are able to take appropriate
steps. It was further held that the Companies Act does not contemplate a
“statutory testament” that stands over and above the laws of succession. The
Court, therefore, does not find any inconsistency between the aforesaid two
decisions.

82. Consequently, the contention of defendant no.1 that nomination
validly made under Section 72 of the Companies Act, 2013 constitutes
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“statutory testament” that overrides testamentary/intestate succession is to
be rejected. This Court is, therefore, of the considered opinion that the
defence predicated on nomination having been found legally untenable, it
will not enable the defendant no.1 to succeed in the suit, even after the
matter is put on trial. Resultantly, the submission of Mr. Kakra that
nomination and its effect is a matter of trial and cannot be decided in a
summary manner, is misconceived and cannot be sustained.

83. Another submission of Mr. Kakra that piecemeal order or judgment
on a particular fact is neither permissible nor warranted under the provisions
of Order XII Rule 6 CPC, is noted to be rejected. The expression “…and
without waiting for the determination of any other question between the
parties, make such order or give such judgement as it may think fit..” in
Order XII Rule 6 makes it plain that the Court in its discretion has the
jurisdiction to pass partial decree on the basis of the admitted facts.

84. It was also sought to be contended by Mr. Kakra that this Court in its
earlier order dated 22.08.2019 while dealing with an application filed by
defendant no. 1 and 2 under Order VI Rule 17 had observed that there are
prima facie no obvious admissions about any right having been inherited by
plaintiff, therefore, there is no admissions made by the defendant no.1. In
this regard, it is to be noted that vide said order dated 22.08.2019, this Court
was only deciding the application filed by defendant no.1 and 2 under Order
VI Rule 17 CPC, therefore, any prima facie view taken therein cannot have
any bearing on the findings recorded herein above while deciding applicant
under Order XII Rule 6 of the Code.

85. In view of the above discussion, the application is allowed and this
Court holds and declare that the plaintiff is Class-I legal heir of the Decedent
namely, Late Abhay Kumar Oswal, who died intestate, and in that capacity
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he shall be entitled to a share in Decedent’s estate including in the shares
held by Decedent in OAML and OGL at the time of his demise i.e.
29.03.2016. The declaration of plaintiff’s or other parties exact share shall
be subject to the outcome of the application i.e. IA No. 12380/2025.

86. A decree sheet be drawn accordingly.

VIKAS MAHAJAN, J

MARCH 27, 2026/jg

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Pankaj Oswal vs Aruna Oswal & Ors on 27 March, 2026

Delhi High Court