Succession laws will override Companies Act 2013

In a recent landmark judgment, the Supreme Court has clarified the relationship between succession laws and nominee designations under the Companies Act 1956 in India. The ruling asserts that succession laws take precedence over the Companies Act 1956 when determining the distribution of a deceased shareholder's property and securities, challenging the common misconception that nominees automatically inherit these assets.

The apex court emphasized that the Companies Act 1956 does not address issues of succession and cannot override established succession laws, such as the Indian Succession Act, 1925, or the Hindu Succession Act, 1956. The court stated that it is not within the scope of a company's affairs to facilitate the succession planning of a shareholder.

The key takeaway from the judgment is that if a shareholder passes away, leaving behind a nominee, the nominee does not automatically gain sole entitlement to the deceased's property, including shares, mutual funds, securities, debentures, and bonds. Instead, the nominee shares the inheritance with other family members, subject to the laws of succession governing testamentary or intestate situations.

The court differentiated between the nominee's role in the immediate aftermath of the shareholder's death and the broader concept of succession. Nomination under the Companies Act and the Depositories Act is intended for a limited purpose – to facilitate the company's smooth handling of securities immediately after the shareholder's demise and avoid uncertainties regarding securities ownership.

The ruling stemmed from a case involving the family of the late Jayant Shivram Salgaonkar. While the appellants claimed absolute ownership of Salgaonkar's mutual fund holdings as declared nominees, other family members disputed this assertion. The Supreme Court, upholding the findings of the Bombay High Court, clarified that even though nominees are designated under the Companies Act, the right of succession is determined by the Indian Succession Act or the Hindu Succession Act, depending on the circumstances.

The judgment also highlighted that the Companies Act, 1956, does not mention nomination or succession within its provisions, amendments, or statements of objects and reasons. Therefore, it cannot be interpreted as conferring absolute ownership of property or shares on the nominee. The court rejected the notion of nomination as a "statutory testament" and reiterated that the Companies Act does not deal with the law of succession.

In conclusion, this Supreme Court ruling has significant implications for individuals holding shares, mutual funds, or other securities. It underscores the importance of understanding the interplay between nomination and succession laws. As individuals plan their estates and financial legacies, they must recognize that nominee designations are not exhaustive in determining the inheritance of assets. An informed approach, considering both nomination and succession laws, is crucial for ensuring the smooth and fair distribution of a deceased shareholder's estate.