Vijai Pratap Singh, Member - (1.) This Company Petition has been filed by the petitioner under sections 397, 398 and 399, 402, 403 and 406 of the Companies Act, 1956 and sections 213 and 216 of the Companies Act, 2013 for oppression and mismanagement against the respondents.
(2.) Brief facts of this case are that the company was incorporated as a private limited company, limited by shares, under the provisions of the Companies Act, 1956 on 27.11.2006 primarily to carry on the business of processing, purchase and selling and dealing with all petroleum products with an authorised capital of Rs. 10,00,000/- and paid up capital of Rs. 2,00,000/-. The registered office of the company is situated at Bijayachandrapur, Atharbanki, Paradeep, Dist-Jagatsinghpur, Odisha-754120. The petitioner and the first respondent were the only shareholders of the company holding 9,800 and 10,200 equity shares of Rs. 10/- each, i.e. 49% and 51 % of the paid up equity capital of the company respectively till 2008-09. As on 31st March, 2013, the capital structure of the company as per balance-sheet is like authorised capital of the company is Rs. 1,70,00,000/- divided into 17,00,000 equity shares of Rs. 10/- each and the issued, called-up subscribed and paid-up capital of the company is Rs. 1,52,00,000/- divided into 15,20,000 equity shares of Rs. 10/- each. The present shareholding of the petitioner is 2,34,800 number of equity shares of Rs. 10/-, which works out to 15.45% of the equity capital of the company. The present shareholding of the respondent No. 2 is 6,60,200 number of shares which is around 52% of the paid up equity capital of the company. The respondent No. 3, who is the wife of the respondent No. 2, was allotted 1,85,000 number of equity shares of the company during the year 2008-09 to 2012-13. The respondent No. 4, the father of respondent No. 2 is holding 1,15,000 number of equity shares in the capital of the company, which has been allotted during the years 2008-09 to 2012-13. The respondent No. 5 is holding 75,000 number of equity shares in the capital of the company, which has also been allotted during the years 2008-09 to 2012-13.
(3.) The petitioner has submitted in this petition that the petitioner and the respondent No. 2 are the subscribers to the Memorandum of Association and Articles of Association of the company and also the Promoters of the Company. At the time of incorporation, these two persons were only the directors of the Company.;