Authority: National Company Law Tribunal, New Delhi Bench Court-IV

Order Date: 08.06.2026

Case Overview

The Interlocutory Application (IA/223/ND/2024) was filed by Mr. Rajesh Rajpal, Petitioner No. 1 in the main Company Petition CP/159/PB/2021, seeking substitution as the legal representative of deceased Petitioner No. 2, Mr. Sanjay Rajpal, who passed away on 07.01.2024. The application was filed under Rule 11 read with Rule 53 of the National Company Law Tribunal Rules, 2016, within the 90-day limitation period.

Mr. Rajesh Rajpal based his application on a will dated 31.12.2023, allegedly executed by the deceased, which bequeathed his 9500 shares in Respondent No. 1 company, M/s. Rajpal Polytex Pvt Ltd, to him (Rajesh Rajpal), while leaving all other movable and immovable property to the deceased's wife, Aarti Rajpal, and their two minor children.

The Respondents (M/s. Rajpal Polytex Pvt Ltd & Ors.) strongly contested the application, raising several key objections:

  • They alleged the will was forged and fabricated, claiming signatures of the deceased were forged on the document.
  • They submitted an independent handwriting expert report (BN Srivastava, dated 06.05.2025) which concluded that the signatures on the will did not match the admitted signatures of the deceased.
  • They highlighted non-joinder of necessary parties, noting that the deceased's wife and children (Class I legal heirs) were not impleaded in the application.
  • They pointed out that the will was unregistered, not probated, and no letter of administration or succession certificate had been granted to Rajesh Rajpal.
  • They alleged malafide intent by Rajesh Rajpal to usurp the shares, noting that the amended memo of parties completely deleted the deceased petitioner rather than substituting representation.

Final Outcome

The NCLT dismissed the interlocutory application. The Tribunal held that it is not the appropriate forum to authenticate or adjudicate the veracity of the will, which was the fundamental premise of the application. The Tribunal further noted that the wife and children of the deceased petitioner, being Class I legal heirs, have the first right to the estate and are necessary parties to the application. Since they were not impleaded and their rights had not been relinquished or transferred, the applicant (brother of the deceased) could not be considered the legal heir or representative. The dismissal was based on both the non-joinder of necessary parties and the questioned authenticity of the will.

The main company petition (CP/159/PB/2021) remains pending and has been listed for next hearing on 14.07.2026.

Topics: NCLT Proceedings, Share Inheritance Dispute, Will Authenticity