R.P. Nagrath, Member - (1.) Respondent No. 1 company (for brevity R-1) was incorporated on 29.09.2000 under the Companies Act, 1956 with registered office in West Bengal. Subsequently, the address of the company was changed to Bharatgarh Road, Nalagarh - 174101, District Solan (H.P.) India. Annexure P-1 is the Certificate of Incorporation of R-1 company. Somewhere in August, 2004 in pursuance of a Scheme of Arrangement approved by the High Court of Himachal Pradesh, the Textile Division of Gontermann Peipers (India) Limited (GPL) was demerged in R-1 company w.e.f. 01.01.2003.
(2.) The main objects of the company as detailed in Memorandum of Association are given in paragraph 1.3 of the petition. These include carrying on business as manufacturers, producers, spinners, weavers, knitters, twisters, seizers etc. in all kinds of yarns and fabrics whether cotton, synthetic, flax, blended, artificial/Ike nylon, polyesters etc. and generally to carry on all kinds of operation in the contemporaneous description of textiles industry and to utilize any waste arising from any such manufacture, production or process. Annexure P-2 is the copy of Memorandum and Articles of Association of R-1 company. The present issued, subscribed and paid-up share capital of R-1 Company as per the balance sheet for the period ending 30.09.2011 is Rs. 1,68,75,41,720/- divided into 16,62,61,848 equity shares of Rs. 5/- each, 5,99,00,000 0.01% cumulative, redeemable preference shares (New CRP-Series-1) of Rs. 5/- each, 9,58,86,496 0.01% cumulative, redeemable preference shares (New CRPS-Series-2) of Rs. 5 each and 1,54,60,000 0.01% Non-cumulative, redeemable preference shares (New NCRPS-Series-1) of Rs. 5/- each.
(3.) The Petitioner No. 1 (P-1) was a private limited company, incorporated in the name and style of M/s. Kanoria Platokem Private Limited. The name of the company was subsequently changed to the nomenclature of P-1, P-2 is a public listed company earlier incorporated in the name and style of M/s. Mudra Ispat Limited. P-1 has 15.67% shares in R-1 company and P-2 has 11.61% shares. The above percentage of shareholding of P-1 and P-2 is admitted in the reply of R-1 and R-3 to R-8. Both these companies are having registered offices at Park Street, Kolkata and Ms. Nikita Singh is the authorised representative of both these companies vide resolutions of the Board of Directors Annexures P-3 and P-4 respectively P-1 and P-2 are from the promoters group of R-1 company. P-3, P-4 and B.K. Nath were appointed as Promoters' Nominee Directors respectively in the EOGM dated 21.03.2014 in pursuance of the order dated 08.01.2014 passed by the Board for Industrial and Financial Reconstruction (for brevity BIFR). Due to resignation of B.K. Nath on 11.04.2015, P-5 was appointed as a Nominee Director in place of B.K. Nath on 11.04.2015. P-3 to P-5 are impleaded as proforma petitioners.;