CP No. 9/111/2008-CLB. Case: Rajendra Dorian Punj Vs Asal Investments (P.) Ltd. and Others. Company Law Board
|CP No. 9/111/2008-CLB
|Vimla Yadav, Member
|Code of Civil Procedure, 1908 - Rule 10; Code of Civil Procedure, 1908 - Section 151; Companies Act, 1956 - Sections 109B, 111
|2012 (109) CLA 211
|September 08, 2011
|Company Law Board
Vimla Yadav, Member, (New Delhi Bench)
In this order I am considering CP No. 9/111/2008 filed by Sh. Rajendra Dorian Punj, the petitioner against Asal Investments (P.) Ltd. and others, the respondents under section 111 of the Companies Act, 1956 ('the Act') seeking directions to R1 to record transmission of 699 equity shares of Late Sh. V P Punj in the name of the petitioner; substituting the name of the petitioner in place of his father Late Sh. V P Punj and rectification of the register of members accordingly; the petitioner has also sought issuing of duplicate share certificates. The petitioner has also sought to be substituted as a permanent director in place of his late father, an enquiry is sought into the affairs of the R1-company; and compensation with suitable costs an damages is sought for the harassment caused to him by R-3 and especially Shri N P Punj. The R1-company, namely, Asal Investments (P.) Ltd. was formed by Late Pt. Kanhaya Lal Punj, the grandfather of the petitioner in the year 1956. The company in fact is a partnership firm wearing a corporate veil belonging to Punj family. At present the entire shareholding of the company is held by various members of Punj family and their companies. R3 is the cousin of Late Sh. V P Punj (petitioner's father) who held 699 shares in the R-1-company was a permanent director-cum-chairman of the R1-company. The respondent-company is a close family company of which only the members of the Punj family are the shareholders and the permanent directors.
The petitioner's case is that his father (Late Shri V P Punj) died on 8th October, 2006, his father owned 699 equity shares of the respondent-company, he executed and got registered a Will in favour of the petitioner which has unequivocally and unconditionally been admitted by Cornelia J Punj (petitioner's sister who is one of the two legal heirs of Late V P Punj), Cornelia J Punj, the only other legal heir of Late Sh V P Punj has filed an affidavit stating that she has no objection to the transmission of shares of her father in favour of the petitioner, there is no other claimant to the shares of Late Sh. V P Punj, that all the directors of the respondent-company personally know the petitioner and his status as the only son and sole legatee of Late Sh. V P Punj, the respondent-company, in fact, is a partnership firm of the Punj family though wearing a corporate veil and only the members of the Punj family have always been its shareholders and permanent directors, respondent No. 3 is the permanent director of the respondent-company and is the cousin of the father of the petitioner, Late Sh. V P Punj, the father of the petitioner was the fourth permanent director of the respondent-company as well as the lifetime chairman of the respondent-company, R3 and Shri N P Punj who are the permanent directors of the respondent-company are residing in the same house where the father of the petitioner resided till his death, earlier the petitioner himself also used to reside in the same house with the respondent No. 3 and even now also he resides in that very house whenever he is in Delhi, the house is jointly owned by the petitioner and respondent No. 3, apart from the said house certain other immovable properties are also jointly owned by the petitioner and respondents No. 3.
The counsel for the petitioner pointed out that as per the two arbitration awards dated 5th/6th August, 1987 and 15th November, 1989 all the assets of the respondent-company were directed to be transferred to the individual members of the Punj family, both the awards have been made rule of the court by the hon'ble High Court of Delhi, the respondent-company as per its resolutions dated 25th November, 1989 has also approved/concurred with the transfer and conveying of all its assets and properties in accordance with the awards which were accepted by the company in too, the petitioner was also one of the members of both the aforesaid awards dated 5th/6th August, 1987 and 15th November 1989, pursuant to the award dated 15th November 1989, the petitioner's father Late Sh. V P Punj and Sh. N P Punj were taken as permanent directors on the Board of directors of respondent-company, his father was also made permanent chairman of the respondent-company.
It was pointed out that Late Sh. V P Punj left behind a duly registered Will dated 8th April, 2005 in respect of all his assets, properties and shares, etc., in favour of the petitioner, therefore, the petitioner stands substituted to his shares in the respondent-company in place of his father from the date of the death of his father, i.e., on 8th October, 2006. On 14th April, 2007 the petitioner wrote to the R1-company for transmission of shares in his name. Petitioner has also made a similar request to the four other companies, viz., Nitam Investments (P.) Ltd., Capree Investments (P.) Ltd., Cornelia Investments (P.) Ltd. and Punj Sons (P.) Ltd. for the recording of transmission of shares of Late Sh. V P Punj in his favour and rectifying its register.
The petitioner's case is that the original share certificates issued by the respondent-company in the name of the father of the petitioner were kept in trust by him with Sh. N P Punj, ignorant of his mala fides and accordingly the same are not available with the petitioner. When vide his letter dated 4th April, 2007, the petitioner requested the respondent-company to record the transmission of the shares of the petitioner's father in his favour which was not done and instead, Sh. A C Sharma, acting for and on behalf of the other companies, namely, Nitam Investments (P.) Ltd., Capree Investments (P.) Ltd., Cornelia Investments (P.) Ltd. and Punj Sons (P.) Ltd. vide letter dated 11th June, 2007 intimated the petitioner that they had received only a photocopy of the letter and not the original and, therefore, they could not take cognisance thereof. Except for the R1-company, from all other four aforesaid companies similar reply was received by the petitioner. For Nitam Investments (P.) Ltd., Capree Investments (P.) Ltd. and the respondent-company, Sh. A C Sharma in the matters acting as director has replied whereas in Cornelia Investments (P.) Ltd. Sh. Subhash Punj has sent the similar reply. It was pointed out that Sh. A C Sharma has been working with the Punj group for at least 30 years, and is aware of all the family members of the entire Punj family. After the arbitration award dated 5th/ 6th August, 1987 between the Punj family he opted to work with the Group-II consisting of the R3 and Sh. N P Punj and the father of the petitioner and after the award dated 5th November, 1989 he for quite some time worked with the father of the petitioner but somewhere in the year 2001, he joined Sh. N P Punj and since then is a paid employee of Sh. N P Punj. He was taken as a director of the respondent-company only at the instance of the Sh. N P Punj. He quite often had come to the residence of the petitioner and has met him number of times in the meetings with his father at the aforesaid house as well as in the office of the father of the petitioner. Accordingly, the R3 and Sh. N P Punj very well know the petitioner and are aware of the status of the petitioner as the only son and sole legatee of his father Late Sh. V P Punj.
Further, it was pointed out that vide his letter dated 19th June, 2007 the petitioner again requested the respondent-company for the transfer of the shares of his father in his name. The request was served upon the respondent-company on 22nd June, 2007, copy of the letter was sent to the S N P Punj as well. But instead of recording the transmission of shares of Late Sh. V P Punj in the name of the petitioner, once again Sh. A C Sharma, acting for and on behalf of the respondent-company sent a letter dated 11th July, 2007 to the petitioner wherein it was stated: -
....[W]e do hereby advise you to submit a succession certificate granted by a court of competent jurisdiction to process your request for transfer of shares.
It was pointed out that similar stereo typed replies were received by the petitioner, but no reply till date has been received from the company Asal Investments (P.) Ltd. and, therefore, there is a deemed refusal of the request of the petitioner from the said company.
It was contended by the counsel for the petitioner that legally speaking immediately upon the death of Late Sh. V P Punj ail his shares in the respondent-company stand transmitted to the petitioner being his sole legatee, Ms. Cornelia J Punj, the sister of the petitioner and the only other legal heir of the father of the petitioner has clearly, unconditionally and unequivocally admitted the aforesaid Will of Late Sh. V P Punj, Ms. Cornelia J Punj has filed an affidavit in the present petition before the CLB stating that she has no objection to the transmission of the shares of her father Late Sh. V P Punj in favour of her brother, the petitioner, she has also filed a no objection affidavit to the grant of the succession certificate in favour of the...
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