Vijai Pratap Singh, Member - (1.) The present Company Application 923/2015 has been filed in connection with C.P. No. 259 of 2011 under Sections 397, 398, 399, 402, 403 and 406 of the Companies Act, 1956.
(2.) Brief facts of the case are that the Petitioner is a former officer of the Indian Administrative Services and was previously the employee of R1 and R2 and the Chief Executive Officer of R1, whereby he held 10% shareholding in R1 Company. R1 is a company M/s. SREI Sahaj E-Village Limited that was incorporated in 2002 under the Companies Act, 1956. The Company deals in setting up, operate, develop and maintain Common Service Centres (CSC) and so on. R1 is a subsidiary of R2. R2 is a public limited company which is listed on BSE and NSE. R3 is the chairman and managing director of R1 and R2. R4 is an investment fund owned and controlled by R3. The authorized share capital of R1 Company is Rs. 1 Crore and the paid up capital of the Company is Rs. 1 Crore. R2 held 51% shareholding of R1 Company, R4 held 39% of R1's shareholding which in turn is owned and controlled by R3 and he Petitioner holds 10% shareholding of R1 by virtue of which the Petitioner is eligible to file the present Company Petition under Section 399 of the Companies Act, 1956.
(3.) The Petitioner contended that he was requested to join as a partner with R2 to develop an entrepreneurial model utilizing his unique expertise and vast experience from his time as an IAS officer. Therefore, he joined the same on and from September 1, 2006. The Petitioner contended that in due course of time with his expertise he was transferred to R1 Company as the Chief Executive Officer. Eventually, the Petitioner invested Rs. 10 Lakhs in lieu of 10% shareholding in the Company and worked efficiently to strengthen the finances of the Company. The Petitioner submitted that R2 committed acts of oppression onto the Petitioner. As was the understanding between the parties in the initial stages that they would be arranging the entire equity funding required by R2, R2 and R3 did not invest equity in R1. Furthermore, the Petitioner contended that most of R2's contribution was brought in as subordinate debt for which R1 had to pay interest at the rates much higher than market rates, and as a consequence, R1 was unable to declare dividends for the entire period that the Petitioner was with R1 showing that all profits of R1 were channelled to service the interest owed to R1.;