R. P. Nagrath, Member - (1.) This petition has been filed by two of the shareholders of respondent No.1 company (for brevity R-1 Company) under Sections 397, 398, 237 (b) read with Sections 111, 402, 403, 405, 406 and 539 of the Companies Act, 1956 (for short to be referred here-in-after as the 'Act') on the allegations of various acts of oppression and mis-management. The petition was filed before the then Company Law Board in the month of June/July, 2013.
(2.) The petitioners have given the background under which R-1 company came into being. There were initially two parent companies, namely; A.P.Solvex and A.P.Organics comprising of five promoter groups. One of the promoter groups belongs to petitioner No.1 and his family and rest of the members of the promoter groups are respondents. The promoter groups set up a company called as A.P. Solvex Pvt. Ltd. in 1992 (to be referred here-in-after as 'APS') . The purpose for setting up of APS was to set up a Rice Bran Oil Plant. In this company, the petitioner No.1 family group held 16.7% share (1/6th) . The respondent group comprising of respondent No.3 and his family (for brevity R-3) having 30% of the shares, respondent No.7 Parshotam Dass Garg and his family (for brevity R-7) had 20%; respondent No.6 Pawan Kumar Singla and his family (for brevity R-6) 16.7% and respondent No.2 Vijay Kumar Goyal and his family with 16.7%.
(3.) Aps was initially set up a Solvent Extraction Plant to produce the Crude Rice Bran Oil and De-Oiled Cakes. Later on APS set up a Refinery at Dhuri. The "Crude Rice Bran Oil" produced at the Solvent Extraction Plant is further processed in the Refinery to produce edible "Refined Rice Bran Oil" and various by-products. It is stated that numerous Solvent Extraction Plants can supply to a central refinery as Crude Rice Bran Oil is not perishable and is easier and cheaper to transport in bulk.;