1. Every holder of securities of a company may, at any time, nominate, in the prescribed manner, any person to whom his securities shall vest in the event of his death.
2. Where the securities of a company are held by more than one person jointly, the joint holders may together nominate, in the prescribed manner, any person to whom all the rights in the securities shall vest in the event of death of all the joint holders.
3. Notwithstanding anything contained in any other law for the time being in force or in any disposition, whether testamentary or otherwise, in respect of the securities of a company, where a nomination made in the prescribed manner purports to confer on any person the right to vest the securities of the company, the nominee shall, on the death of the holder of securities or, as the case may be, on the death of the joint holders, become entitled to all the rights in the securities, of the holder or, as the case may be, of all the joint holders, in relation to such securities, to the exclusion of all other persons, unless the nomination is varied or cancelled in the prescribed manner.
4. Where the nominee is a minor, it shall be lawful for the holder of the securities, making the nomination to appoint, in the prescribed manner, any person to become entitled to the securities of the company, in the event of the death of the nominee during his minority.
Legal Commentary & Landmark Judgments: Section 72
Section 72 of the Companies Act, 2013 empowers every holder of corporate securities to nominate a person to whom the securities shall vest upon death, containing a non-obstante clause that facilitates transmission while subjecting the nominee to fiduciary accountability to lawful heirs under succession law.
In corporate transmission disputes, the company is statutorily discharged upon registering the nominee under Section 72 read with Form SH-13. However, if representing excluded legal heirs, do not sue the company for transmission; immediately file a partition or administration suit before the Civil Court citing Shakti Yezdani v. Jamshed Kanga to obtain an interim injunction restraining the nominee from selling, transferring, or voting the shares.