Bikki Raveendra Babu, Member - (1.) This petition is filed under sections 397, 398, 399, 402 and 403 of the Companies Act, 1956. The first respondent-company was incorporated in the year 1980. The petitioner has been on the board of directors since 1985. The petitioner agreed to provide his services in the capacity as promoter director of the first respondent-company having trust and confidence on the second respondent.
(2.) The undisputed authorised share capital of the first respondent-company as on the date of filing of the petition was Rs. 4,50,00,000/- (rupees four crores fifty lakhs only) divided into 4,50,000 (four lakhs fifty thousand) equity shares of Rs. 100/- (rupees hundred) each. Undisputed issued, subscribed and paid-up equity capital of the first respondent-company is Rs. 2,50,00,000/- (rupees two crores fifty lakhs) divided into 2,50,000 (two lakhs fifty thousand) equity shares of Rs. 100/- (rupees hundred) each.
(3.) The first respondent-company was incorporated for undertaking the business of manufacturing of phannaceutical formulation. The main objects of the respondent-company as per its memorandum of association are: "(i) To carry on the business of manufacture and sale of drugs, pharmaceuticals and medicines and to deal as buyers, sellers and dealers in all kinds of drugs, pharmaceuticals, medical preparations, cosmetics, chemicals and packing materials. (ii) To carry on the business of distributors, selling agents, manufacturers, representatives, commission agents, canvassers and general brokers for the aforesaid goods and to acquire formulas and full information as to the process of manufacture and deal in pharmaceuticals and medical preparations of all kinds and descriptions and to enter into agreements and contracts upon such terms and conditions as the company may deem fit and to carry on the same into effect. (iii) To carry on the business of manufacturers and producers and dealers in and importers and exporters of fats, fertilizers, dips, sprays, disinfectants, manures, vermifuges, fungicides, insecticides pesticides and remedies of all kinds for agricultural fruit growing or other purposes or as remedies for men or animals and whether from vegetables or animal matters or by any chemical process. (iii) (A) (Inserted vide DGM resolution dated November 18, 2004)." To carry on in India or elsewhere the business as merchant exporter, wholesaler, retailer, stockiest, distributors, consignors, adhatias, liasoners, agents, suppliers, intermediaries, middleman and to import, export, buy, sell, trade and otherwise to deal in all types of shares, securities, goods, articles, things, commodities and merchandise.;