Authority: National Company Law Appellate Tribunal, Principal Bench, New Delhi

Order Date: 28th September, 2026

Case Overview

The National Company Law Appellate Tribunal (NCLAT) heard an interim application (I.A. No. 6993/2026) filed by Poonam Makar in Company Appeal (AT) No.307/2025. The appeal challenges an order dated 24th September, 2025 passed by the NCLT, Mumbai in Company Application No.285/2025, which was filed within Company Petition No.54/2024 instituted under Sections 241 and 242 of the Companies Act, 2013.

The dispute concerns the voting rights attached to 18,63,237 equity shares (approximately 49.98% of paid-up share capital) in Oriental Rubber Industries Pvt Ltd, previously held by Late Mr. Vikram Makar who expired on 5th July, 2025. The appellants, Poonam Makar (wife) and another (daughter), claim rights as executors and beneficiaries under the deceased's Will and as Class I legal heirs. The NCLT Mumbai had previously declined to grant interim relief permitting the appellants to represent and exercise voting rights for these shares at the 76th Annual General Meeting held on 29.09.2025, citing Article 26 of Table F of the Companies Act, which states that a person becoming entitled to shares by death shall not exercise voting rights before being registered as a member.

With the 77th Annual General Meeting scheduled for 29th September, 2026 at 4 PM, the appellants sought urgent interim relief to exercise voting rights for the 49.98% shareholding, subject to the final outcome of the appeal. The appellants argued based on Article 23(i) of Table A of Schedule I, which recognizes survivors, nominees, or legal representatives as having title to the deceased member's interest in the company.

Final Outcome

The NCLAT declined to grant the specific relief sought regarding voting rights for the 49.98% shares but appointed Mr. Madan Gosavi, Retired Judicial Member of NCLT, as an Observer for the 77th Annual General Meeting. The Observer's fee was fixed at ₹1.5 lakh to be paid by Oriental Rubber Industries Pvt Ltd, with additional expenses for travel. The Observer is required to file a report with the Tribunal if any discrepancies are found in the final accounts. The Tribunal clarified that any resolutions passed at the AGM would be subject to the final outcome of the appeal, which remains pending for hearing on 08th October, 2026. The application was disposed of with these observations.

Topics: Shareholder Voting Rights, Corporate Governance, Inheritance Dispute