Manorama Kumari, Member - (1.) Heard both the sides at length. The instant company petition bearing C.P. No. 181 of 2013 has been filed by the petitioners under section 397, 398 and 402 of the companies Act, 1956. Brief facts of the case is narrated hereinafter:- The respondent company No. 1 in the name and style of Hotel Aristocrat Private Limited was incorporated on March 31st, 1980 having its registered office at Badapadia, P.O/P.S-Paradeep, District-Jagatsinghpur, Odisha-754142 with the principal object of running a hotel business at Paradeep in Odisha. The founder directors and shareholders of the respondent No. 1 Company at the time of incorporation were Shri Antarjyami Pattnaik. Shri Shyam Charan Pattnaik And Smt. Reeta Mohanty who were neither petitioner nor Respondent in the instant case. 1. The authorized capital of the company was Rs. 12,00,000/- divided into 1200 equity shares of Rs. 1000/- each. Out of which issued, subscribed and paid-up share capital of the Company is Rs. 8,37,000/- divided into 837 equity shares of Rs. 1000/- each.
(2.) Petitioner No. 1 held in his name 277 equity shares of Rs. 1000/- each. Shares were also allotted in the name of the other family members of the petitioner No. 1, being Petitioner Nos. 2 to 5. Thus, the petitioners group between themselves holding 647 equity shares comprising 77.29 % of the total paid-up share capital of the Company while Respondent No. 2 was holding 190 equity shares comprising 22.70%. The shareholding pattern has been reflected in the Annual Return of the company which has been annexed and marked as Annexure-'P4' and details of individual shareholdings has been annexed and marked as Annexure-'P5' at page 153. Around 1997, the erstwhile management was unable to run the business of the respondent No. 1 Company successfully and hence, over the year due to accumulated losses, the respondent No. 1 company was in dire need of funds and as the erstwhile directors were unable to bail out the company from the acute financial crisis. Therefore, they were looking for a management changeover of the Respondent No. 1 Company.
(3.) The main initiator of the management change over was Respondent No. 2 who infused funds to the tune of Rs. 24,20,500/- whereas the Petitioner No. 1 infused funds to the tune of Rs. 18,62,000/- in order to clear the outstanding dues/debts of Odisha State Financial corporation (OSFC), Industrial Promotion and Infrastructure Corporation of Odisha (IPICOL), Bank of India (BOI) and various outstanding statutory liabilities like Provident Fund Dues. Employees State Insurance dues, outstanding Electricity charges etc. together with expenses for renovation of Respondent No. 1 Company (Paragraph 12-15 at pages 07-15 of the Reply in opposition, Director's Report and balance sheet at pages 46-63 of the Company Application No. 1159/2015 conclusively reflects the infusion of the Funds by the newly inducted shareholders.;