1. The Appellant has preferred this appeal under Section 421 of Companies Act, 2013 against the order dated 11th December, 2018 passed by National Company Law Tribunal, Chandigarh Bench in Company Petition No. 17/58/2013, RT CP No. 158/Chd/Hry/2017 vide which Appellant No. 1 was directed to register the transfer and the Respondent was directed to make payment for 60,000 shares at ` 2/- per share to Appellant No. 2. Respondent No. 1 was also directed that on transfer of 60,000 shares in his name, he will execute the transfer deed to the extent of entitlement of Respondent No. 2 in accordance with terms of Letter of Administration issued by District judge vide order dated 31.01.2012 and 25.04.2012.
2. The brief facts of the case are that
i) Late Shri Devki Nandan Kaura father of the Respondents held 150 equity shares of Rs. 10/- each of the Appellant No. 1 company vide Certificate No. 6340, 6341, 6342. The said 150 Equity shares of Rs. 10/- each were subsequently converted into 6000 Equity Shares of ` 2 each after giving effect of split and bonus issue. Shri Devki Nandan Kaura had expired on 27.08.1987.
ii) On 29.12.2005 Appellant No. 1 came out with the Rights issue opened during the period commencing from 29.12.2005 and was valid up to 18.1.2006. The offer was available to all existing shareholders as on 18.11.2005. Subsequently Appellant No. 1 intended to take out Public Issue and as such filed its Red Herring Prospectus with ROC as well as SEBI in relation to the initial public offer and as a result thereof its share capital stood frozen and it could not make further allotment of shares in view of SEBI (DIP) Guidelines and the provision of Companies Act, 1956. Appellant No. 1 decided to give another opportunity to those shareholders, who did not apply earlier, to avail the offer of Rights Issue on or before 26.09.2007. Since the share capital of Appellant No. 1 was frozen, as such Appellant No. 1 entered into a special arrangement with one of its promoter group company i.e. Appellant No. 2, then being Haryana Electrical Udyog Private Limited, whereby the Appellant No. 2 agreed to transfer the shares held of Appellant No. 1 to the shareholders of Appellant No. 1 complying with the terms and conditions of limited time Rights Issue.
iii) Respondents did not approach the Appellant No. 1 for transmission/transfer of original 150 shares, being 6000 shares of ` 2 each, held by Shri Devki Nandan Kaura in their favour as being his legal heirs nor informed the Appellant No. 1 of the demise for about 20 years. On 25.05.2007, for the first time the Respondent No. 1 vide his letter informed that his father had expired on 27.08.1987. Thereafter by his letter dated 01.06.2007 the Respondent No. 1, requested for transfer of 66000 Equity shares. Appellant No. 1 in response the aforesaid letter of Respondent No. 1 dated 01.06.2007 informed the Respondent No. 1 to submit the requisite documents including the succession certificate and Demand Draft of ` 1,20,000 on or before 26.09.2007 in order to be eligible for allotment of shares on Rights basis.
iv) It is further stated by the Appellant that Respondent No. 1, after the cut-off date (26.09.2007) for the first time vide its letter dated 16.10.2007 applied for Letter of Administration in respect of the will of Shri Devki Nandan Kaura and after the lapse of 5 years, vide its letter dated 01.06.2012 enclosed Letter of Administration granted by Ld. District Court (North) in respect of the Will of Shri Devki Nandan Kaura with respect to 150 shares of Appellant No. 1 sought transfer of shares from its one of the promoter, Appellant No. 2 in his favour. Appellant No. 1 vide its letter dated 17.09.2012 stated that special arrangement with Appellant No. 2 stood lapsed and the respondent No. 2 are only entitled to 6000 shares.
v) Thereafter, the Respondent No. 1 issued a legal noti........