V.P. Singh, Member - (1.) This Company Petition has been filed under section 111A, 235, 284, 397, 398, 399, 402, 403 and 406 of the Companies Act, 2013 challenging the various acts of oppression and mismanagement on the part of the respondent Nos. 2 and 7 in the affairs of Akruti Trexim Private Limited, the respondent No. 1 (hereinafter referred to as the "Company").
(2.) Brief facts of the case are that the Company was incorporated on 22nd March, 1994 under the Companies Act, 1956 and is engaged in the business of manufacturing and trading of diverse agro-chemical products. The registered office of the company is situated at Baidyanath Bhavan, 8E, Dacres Lane, Kolkata - 700 001 and the authorised share capital of the company is Rs. 6,50,00,000/- divided into 65,00,000 Nos. of equity shares of Rs. 10/- each. The company is practically a family company of the Shadijas and in reality there was a partnership between the petitioner No. 1 and the respondent No. 2 functioning as a limited liability company. The exercise of all legal rights regarding management and affairs of the company including the shareholding of and in the company was done equally. The petitioner No. 1 is one of the directors of the company and the petitioners' group holds 32,50,000 Nos. of equity shares of Rs. 10/- each in the company. The respondent No. 2 is the Managing Director of the company.
(3.) In or about 1997, the petitioner No. 1 and the respondent No. 2 along with their family members had acquired the said Company and by virtue of acquisition, it was agreed between the said two brothers that both the said brothers along with their respective family members would have equal participation in the said company and they would have equal shareholdings in the company 50% each. The petitioner No. 1 in his name holds 20,95,215 Nos. of equity shares of Rs. 10/- each, which is about 32.23% and the petitioner No. 2 is the wife of the petitioner No. 1 and holds 9,94,585 equity shares of Rs. 10/- each, which is about 15.3% and petitioner No. 3 is an HUF represented by its Karta, the petitioner No. 3, holding 1,60,200 Nos. of equity shares of Rs. 10, which is about 2.47% of the total issued, subscribed share capital in the company.;