1. In this order I am considering Company Petition No. 10 of 2007 filed by Smt Ranju Singla and Another (the petitioners) against M/s. Jai Durge Rice Mills Pvt. Ltd. & Ors. (R-1 Company and Other respondents) under Sections 397 and 398 of the Companies Act, 1956, alleging oppression and mismanagement. The reliefs sought by the petitioners are (i) to direct R-2 and 3 to deposit the amount of Rs. 29,45,000/-along with interest calculated @ 15% per annum in the bank account of the R-1 Company ; (ii) to direct the respondents to refund the unsecured loan of Rs. 5,71,500/- along with interest thereupon to petitioner-1; (iii) to declare the imputed resignation letter of P-1 from the directorship of the R-1 Company , Board Resolutions dated 25.11.2005 and From 32 in respect of resignation of P-1 and appointment of R-3 as director, illegal, invalid, null and void and to restore status quo ante when the Beard of Directors comprised of only two directors i.e. P-1 and R-2 herein (iv) to direct that any further allotment of shares shall be made to the existing shareholders of the R-1 Company in proportion of their existing shareholding (v) to direct that the current account of the R-1 Company with Canara Bank, Talwandi Bhai Branch and all other bank accounts, if any, of the R-1 Company shall be operated under the joint signatures of P-1 and R-2; (vi) to declare all Board Meetings and General Meetings of the R-1 Company held, if any, on or after 25.11.2005 and all the resolutions passed thereat as illegal, invalid, null and void; (vii) to direct that all notices of the Board Meetings and General Meetings of the R-1 Company shall be sent to the petitioners by Registered A. D. Post along with complete agenda papers at least 7 days and 21 days respectively before the date of holding the meeting; and (viii) to pass such other orders or issue such other directions as the CLB may deem fit and proper in the facts and circumstances of the case.

2. M/s. Jai Durge Rice Mills Pvt. Ltd. was incorporated on 20^th June 1997 as a Private Limited Company having its registered office at Ferozpore Road, Talwadi Bhai, Ferozpore (Punjab) with the Authorized Capital of Rs. 40,00,000/- divided into 4,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up capital of the company was Rs. 39,96,800/- divided into 3,99,680 equity shares of Rs. 10/- each. The main objects of the company are to establish, install, acquire, own, take on lease and carry on the business of Rice Shelters, Sella Plant, Rice Grains, Flour Mills and Vegetable Oil Extraction Plant and the business of preservation, dehydration, freezing, freeze drying, canning, tinning, bottling and packing of all or any of the produce and products mentioned above and food stuff by way of establishing, acquiring, or operating a cold storage warehouse, dry storage warehouse or otherwise, etc.

3. The Counsel for the petitioner pointed out that after its incorporation, the company set up a rice mill at Ferozepur Road, Talwandi Bhai, Punjab. On 31.03.06 as per the Audited Balance Sheet of the company as at 31.3.2006, the Authorized share capital of R-1 Company is Rs. 40.00 Lacs divided into 4,00,000 equity shares of Rs. 10/- each. The issued and Paid up capital of the company is Rs. 39,96,800/-divided into 3,99,680 equity shares of Rs. 10/- each fully paid up. There has been no change in the share capital of the company since then. As on 30.09.2005 P-1 holds 20,100 shares in her own name and further she (along with her two minor daughters and mother-in-law) is legal heir of 1,15,300 shares owned by her husband Late Mr. Pradeep Kumar, P-2 holds 2,000 shares. The shareholding of P-l P-2 and Mr. Pradeep kumar is duly reflected in the Annual Return dated 30.09.2005 filed by the R-1 Company. There has been no change in the shareholding of the R-1 Company since then. The Counsel for the petitioner pointed out that the R-1 Company is a closely held family company. The R-1 Company is a private company