1. In this order I am considering Company Petition No. 12/2005 filed by the petitioners namely, Shri Dinesh Sharma (P-1) and Smt. Bina Sharma (P-2) under section 397/398 of the Companies Act, 1956 alleging "oppression" and "mismanagement" by the respondents namely Vardaan Agrotech Pvt. Ltd. (R-1); Shri Dwaraka Nath (R-2); Smt. Indira Sharma (R-3); Smt. Ekta Sharma (R-4); Smt. Geeta Vats (R-5) and Shri Rajesh Sharma (R-6). The petitioner No. 1 is the son and the Petitioner No. 2 is the daughter-in-law of Respondent No. 2.

2. The undisputed facts of the case are: The respondent No. 1 company namely, Vardaan Agrotech Pvt. Ltd. was incorporated as a private limited company on 23-10-2000 having its Regd. Office initially at Rohini and then at 29/2, Ground Floor, East Patel Nagar, Delhi. The initial capital of the company was Rs. 1 lakh divided into 10,000 shares of Rs. 10 each. The company was jointly promoted by P-2 and R-2 by subscribing 2,100 equity shares of Rs. 10 each. As per the records of the Registrar of Companies the authorized share capital of the company at present is Rs. 7,45,00,000 divided into 74,50,000 equity shares of Rs. 10 each and the issued and subscribed capita