Legal Representatives Can Maintain Oppression Petitions Without Membership Registration: NCLT Mumbai
The Mumbai Bench of the National Company Law Tribunal (NCLT) on 7 April 2026 held that legal representatives of a deceased shareholder can pursue proceedings for oppression and mismanagement under Sections 241 and 242 of the Companies Act, 2013, even if they are not registered as members of the company.
A Bench of Judicial Member Nilesh Sharma and Technical Member Charanjeet Singh Gulati held that legal representatives may step into the shoes of the deceased shareholder for continuing such proceedings. It held:
“In view of the judgment of the Hon'ble NCLAT in the case of Ambadi Investments Ltd. v. Ms. Valli Arunachalam (supra), the Legal representative of deceased can become party to proceedings u/s 241 & 242 even if he/she is not a member of the company. Under such facts and circumstances of the case and when the inspection of the register of members is being asked in furtherance of the main petition filed under Section 241 and 242 of the Companies Act, 2013, it would only be logical to allow such inspection to the Applicant herein”
Mrs. Anjum Karmali (Khandelwal), the applicant, is the daughter of the original petitioner, Mrs. Yasmin Karmali, who had passed away during the pendency of the proceedings. She had been substituted in the main company petition after her mother's death.
She sought inspection of the register of members and other records of the company. She stated that the records were required to ascertain the shareholding pattern for a proposed buyout and in aid of the pending oppression and mismanagement petition.
The respondents contended that the applicant lacked locus as she was not a registered shareholder. They further argued that issues relating to transmission of shares and title had to be adjudicated first before any such rights could be exercised.
The Tribunal rejected these objections. It relied on the decision of the National Company Law Appellate Tribunal in Ambadi Investments Ltd. v. Valli Arunachalam. It held that upon the death of a shareholder, the estate vests in the legal representatives, who are entitled to continue proceedings under Sections 241 and 242. It further held that registration in the register of members is not a precondition for maintaining such proceedings.
The Bench noted that the deceased petitioner had executed Form SH-4 in favour of the applicant, which remained undisputed. It observed that inspection of the register of members was necessary for effective adjudication of the pending proceedings.
Accordingly, the NCLT directed the respondents to allow inspection of the register of members maintained under Sections 88 and 170 of the Companies Act, 2013, read with Section 171. It declined to grant additional reliefs, including production of original share certificates and appointment of a commissioner.
For Petitioner: Advocates Diya Gabija along with Advocate Prachi Raval i/b ALMT Legal (VC)
For Respondent: Advocates Gauraj Shah along with Advocate Priyanka Sinha along with Advocate Zalak Mody: Advocate Ashish Pyasi with Advocate Anshu Rathore-R3 (PH)