R.P. Nagrath, Member - (1.) Respondent No. 1 company (for brevity FM] was incorporated under the provisions of Companies Act, 1956 (for short to be referred here-in-after as the Act) on 31.12.1975. The registered office of R-1 company is situated in Amritsar (Punjab), Initially the authorized share capital of R-1 was Rs. 10,00,000/- divided into 2000 redeemable preference shares of Rs. 100/- each and 8000 equity shares of the same value. The issued, subscribed and paid up capital was Rs. 5,65,000/- comprising of 4400 equity shares and 1250 preferential shares. The promoters deposit was converted into equity share capital and thus, the authorized share capital was increased to Rs. 1,30,00,000/- comprising of 1,28,000 equity shares of Rs. 100/- each and 2000 preferential shares of the same value Annexure P-1 (Colly) is the copy of Memorandum of Association along with Articles of Association. The main object of the company was to carry on all or any of the trades, business and manufacturing processes of preparing, spinning, doubling, weaving, combing, scouring, sizing, bleaching- mercerizing, coloring, dyeing, printing and finishing, working or manufacturing in any way whatever cotton. Wool silk, flax etc. of the textile substances etc. as set out in detail in paragraph 1 (iii) of the petition.
(2.) Petitioner is the daughter of Late Mr. S.K. Khemka, the promoter of the company. It was alleged that the Khemka family comprised of (i) S.K. Khemka (since deceased); (ii) Uma Devi Khemka wife of S.K. Khemka; (iii) Neel Mani Khemka son; (iv) petitioner the daughter; (v)B.M. Khemka (R-2) son; and (vi) Rakesh Khemka son. According to the petitioner, R-1 was incorporated as a family company as all the shares were held by the family members and as per the objective of the company, it was being run as per joint family traditions for the benefit of entire Khemka family.
(3.) The shareholding pattern of R-1 company at the time of its incorporation was as under: R-1 company started commercial production by installing manufacturing unit in Amritsar in December, 1978. The company progressed under the guidance of Late Shri S.K. Khemka and in the year 1987, another processing and printing unit was started at Delhi-Mathura Road, Faridabad (Haryana). Mr. S.K. Khemka continued hording 52% of the shares as on 29.09.1989 as per the aforesaid tabulated information.;