R P Nagrath, J. - (1.) This petition has been filed on the allegation of oppression and mis-management in respect of the affairs of the respondent No.1 (for brevity R-1) company, which was incorporated on 01.08.2003. The certificate of incorporation is Annexure P-1 and Memorandum and Articles of Association of the Company are at Annexure P-2 (Colly) . The authorised share capital of the company at the time of incorporation was Rs.25,00,000/-divided into 2,50,000 equity shares of Rs.10/- each. The share capital was later on increased in the year 2008 to Rs.4,00,00,000/- divided into 40,00,000 equity shares of Rs.10/- each by way of resolution dated 27.03.2008. The authorised share capital of the company was further increased to Rs.8,00,00,000/- divided into 80,00,000 equity shares of Rs.10/- each vide resolution dated 16.03.2009. Copy of these resolutions are at Annexure P-3 (Colly) .
(2.) The issued share capital of R-1 company at the time of filing of the petition is Rs.4,00,00,000 divided into 40,00,000 equity shares of Rs.10/- each and the subscribed capital was Rs.3,28,10,000/- divided into 32,81,000 equity shares of Rs.10/- each. By adding the additional allotment of 3,50,000 equity shares on 29.06.2011 and 4,00,000 equity shares on 10.10.2012 which are under challenge, the subscribed paid up capital has increased to Rs.4,03,10,000/- divided into 40,31,000 shares of Rs.10/- each.
(3.) The main objects of R-1 company was to produce, manufacture, crush, extract, refine, develop, process by any solvent process or any other method or otherwise acquire, import, export, sell and distribute or otherwise deal in extraction of oil from rice bran and other substances from which oil extraction is feasible. The present business activities being carried out by R-1 company are production of crude vegetable oils i.e. Rice Bran Oil and Sun Flower Oil through expelling and Solvent Extraction processes, refining of crude vegetable oils and packing of the same.;