15. It is quite   apparent   from   a   bare   reading   of   the   aforesaid provisions of section 72(1), every holder of securities has a right to nominate any person to whom his securities shall “vest” in the event of his   death.   In   the   case   of   joint­holders   also,   they   have   a   right   to nominate any person to whom “all the rights in the securities shall vest” in the event of death of all joint holders. Sub­section (3) of section   72   contains   a   non­obstante   clause   in   respect   of   anything contained   in   any   other   law   for   the   time   being   in   force   or   any disposition, whether testamentary or otherwise, where a nomination is validly made in the prescribed manner, it purports to confer on any person “the right to vest” the securities of the company, all the rights in the securities shall vest in the nominee unless a nomination is varied   or   cancelled   in   the   prescribed   manner.   It   is   prima   facie apparent that vesting is absolute, and the provisions supersede by virtue of a non­obstante clause any other law for the time being in force. Prima facie shares vest in a nominee, and he becomes absolute owner of the securities on the strength of nomination. Rule 19(2) of the Companies (Share Capital and Debentures) Rules, 2014 framed under the Act, also indicates to the same effect. Under Rule 19(8), a nominee becomes entitled to receive the dividends or interests and other advantages to which he would have been entitled to if he were the registered holder of the securities; and after becoming a registered holder, he can participate in the meetings of the company. Rule 19(8) is extracted hereunder:

“19(8).  A person, being a nominee, becoming entitled to any securities by reason of the death of the holder shall be entitled to the same dividends or interests and other advantages to which he would have been entitled to if he were the registered holder of the securities   except   that   he   shall   not,   before   being registered as a holder in respect of such securities, be entitled in respect of these securities to exercise any right conferred by the membership in relation to meetings of the company:
           Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the securities and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends   or   interests,   bonuses   or   other   moneys payable in respect of the securities, as the case may be, until the requirements of the notice have been complied with.”

16. In World Wide Agencies Pvt. Ltd. & Anr. v. Margarat T. Desor & Ors., (1990) 1 SCC 536 this Court held that a legal representative has a right to maintain an application regarding oppression and mismanagement without being registered as a member against   the   securities   of   a   company.   However,   the   question   of nomination was not involved in the said decision, as such, Court was not required to decide the question of the effect of nomination whether it vests all the rights in the securities in nominee to the exclusion of legal   representatives….. When   the member   dies,   his   estate   is   entrusted   in   the   legal representatives. When, therefore, these vestings are illegally or wrongfully affected, the estate through the legal representatives must be enabled to petition in respect of oppression and mismanagement and it is as if the estate stands in the shoes of the deceased member. ……We are of the opinion that this view is a correct view A right has devolved on them through the death   of   the   member  whose   name   is   still   on   the register…… In our opinion, therefore, the High Court was   pre­eminently   right   in   holding   that   the   legal representatives of deceased member whose name is still   on   the   register   of   members   are   entitled   to petition under Sections 397 and 398 of the Act.

27. 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 the NCLAT.

28. It prima facie does not appear to be a case of oppression and mismanagement…..

29. We are of the opinion that the proceedings before the 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   no.   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 the civil suit concerning shares in question.