RAJENDRA DORIAN PUNJ Vs. ASAL INVESTMENTS (P.) LTD.

JUDGEMENT

(1.) 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.

(2.) 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.

(3.) 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.