R.P. Nagrath, J. - (1.) The instant petition has been filed under Sections 397, 398, 402 and 403 of the Companies Act, 1956 (for short to be referred as '1956 Act') by petitioner No. 1 (P-1) the daughter and petitioner No. 2(P-2) the wife of Late Shri S.P. Mehta, who was a shareholder and Director of R-1 Company. The allegations have been made that the affairs of R-1 company are being mis-managed by the respondents and they are indulging in the acts of oppression and mis-management of the affairs of the Company, and shareholding of the petitioners.
(2.) Annexure P-1 is the Memorandum of Association amended upto 20.4.1992 in respect of R-1 Company. With this Annexure is also attached the Articles of Association of R-1.
(3.) The locus-standi of the petitioners to institute this petition is based upon the Annual Returns of the Company for the years from 2006 to 2011 Annexure P-4 (COLLY). As per this Annexure, the authorized shareholding of R-1 as on 30.09.2011 was 75,000 shares of Rs.100/- each, whereas the issued share capital was 62004 shares of the value of Rs.100/- each. It emerges out from perusal of the Annual Return of the year 2011, the families of three brothers Shri S.P. Mehta, R.K. Mehta (R-4) and S.K. Mehta had each 10334 equity shares out of 62004 shares and the remaining 31002 shares being 50% shareholding was held by New Suraj Bus Service (R-2) company. It is stated that families and three sons of Late Shri K.L. Mehta, all have equal number of shareholding to the extent of 10334 shares in R-1 company. These sons of Shri K.L. Mehta are S.K. Mehta, R.K. Mehta and Late Shri S.P. Mehta. R-3 is son of Shri S.K. Mehta and holds 3000 shares, Harsh Mehta wife of Shri S.K. Mehta has 4334 shares and Deepak Mehta son of S.K. Mehta 3000 shares. Their total shareholding is thus 10334 shares in R-1 company. Shri S.P. Mehta, the predecessor of the petitioners was holding 10,334 shares, which according to them would constitute 33% of the legally issued subscribed and paid-up shares Capital. Similarly, Rabinder Kumar Mehta R-4 and his family also holds 10334 shares.;