Conditional court order paves way for Anastasia Oberoi’s return to Oberoi Hotels

Anastasia Oberoi, daughter of the late PRS Oberoi, has been assured by her siblings Vikramjit Singh Oberoi and Natasha Oberoi, and her cousin Arjun Singh Oberoi that she will be reappointed as director of Oberoi Hotels and Oberoi Properties at the annual general meeting (AGM) scheduled for Tuesday, 5 November.

The assurance came in the form of a consent order from the Delhi High Court on Tuesday, which allowed her to be reappointed on the condition that Rajaraman Shankar, COO of Oberoi Hotels Group, could participate in the vote for directors at the AGM – but only for that meeting.

Senior lawyer Mukul Rohatgi, representing Anastasia's siblings, said in court, "As far as today’s meeting is concerned, she will be appointed as a director. She has not disclosed this in her application.” 

A battle of wills

The ruling comes after Anastasia filed a fresh petition to prevent her siblings and cousin from being reappointed as directors of Oberoi Hotels Private Limited and Oberoi Properties Private Limited until a family dispute over her father’s will was resolved.

The legal battle centres on control over Oberoi family assets, including shares in EIH Ltd. Anastasia claims her relatives are obstructing her rights under her father’s 2021 will, which they contest in favour of an older version from 1992.

In a separate order in September, the high court temporarily halted all share transfers and found the 2021 will to be credible, bypassing the need for probate (verification) at this stage.

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Anastasia’s latest petition alleged that group COO Shankar violated a prior court order by participating in the upcoming AGM despite conditions placed on his attendance. She had asked the high court take action against Shankar for “disobedience” of the order, asserting he disregarded the court’s instructions by insisting on his right to participate and vote in the AGM. She contended that the ‘Class A’ shares given to Shankar were intended for limited purposes and should not influence decisions regarding director appointments.

Anastasia also noted that, under the Companies Act, directors who retire by rotation are generally reappointed automatically, making Shankar’s presence unnecessary for compliance. She noted that during their late father’s lifetime, Class A shares required his approval for all resolutions concerning the family’s companies. She argued that recent changes to board appointments and retirements violated established practices and ignored the court’s order.

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Her plea stated: “Anastasia had a strong case and was entitled to the Class A shares bequeathed to her, granting her a right to participate in the family companies. However, due to the defendants’ illegal actions, including false claims by Vikramjit and Arjun, the transfer in favour of the plaintiffs (Anastasia and her mother, Mirjana Jojic) remained incomplete. The plaintiffs were compelled to file this suit to protect their rights and interests in relation to PRS Oberoi’s bequests.”

Anastasia alleged that Shankar and her siblings conspired to influence the AGM’s outcomes. Her plea also expressed concern that Shankar’s involvement, and that of her siblings, could unfairly impact her participation in the upcoming AGM.

Meanwhile, the AGM of EIH Ltd will take place on 12 November.

The September order

In September the Delhi High Court granted Anastasia temporary relief, preventing Oberoi Hotels Private Limited (OHPL) and Oberoi Properties Private Limited (OPPL) from transferring any shares. This order was in response to her lawsuit aimed at enforcing her father’s will, in which she claimed her relatives were blocking its implementation. The court specified that, for other agenda items, Shankar would not be considered present at general meetings while acting as a Class A shareholder.

These relatives argue that the will does not reflect the original intentions of PRS Oberoi’s father, MS Oberoi, and instead point to a previous will dated 20 March 1992 to claim shares in the holding companies. Anastasia contends that her siblings plan to sell the shares, thereby threatening her rights.

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She argues that rather than transferring shares held by PRS Oberoi in OHPL and OPPL according to his will, the executors intended to sell them to Vikramjit and Arjun at a self-determined price, infringing upon her rights and those of two trusts of which she is the sole beneficiary.

In response, Vikramjit and Arjun claimed that PRS Oberoi’s will required that shares be transferred only to blood relatives, not a trust. They cited the 1992 will and an alleged verbal family agreement to justify their claim to the shares. They also asserted that the will’s execution requires formal court validation, or probate, and that Anastasia should have first offered them the opportunity to purchase the shares before any transfer. 

However, the court’s September order found the October 2021 will to be credible and ruled that probate was unnecessary at this stage.