In this order I am considering Company Petition No. 25 of 2004 filed by Sh. Rajiv Kumar Singh (Petitioner) under Sections 397, 398, 402, 403 and 406 of the Companies Act, 1956 against M/s. Shree Narayan Developers Pvt. Ltd. (R-1 Company) & Ors. alleging oppression and mismanagement.

2. M/s. Shree Narayan Developers Pvt. Ltd. (R-1) was incorporated on 12^th January 1996, having its registered office at AF-1/13 IMLAK-IInd NADESAR, Varanasi, Uttar Pradesh. The authorized, issued, subscribed and paid-up share capital of the R-1 Company was Rs. 5,00,000/- divided into 5,000 equity shares of Rs. 100/- each. The main objects of the R-1 Company are to design, build construct, alter, improve, decorate enlarge, develop, pull down, remove or replace and to work, manage, layout and control any building, offices, factories, furnaces kilns, mills, shops etc., and to carry on business as dealers, distributors, stockists, sellers, repairers, cleaners, storers, importers and to carry on business as advisers and or consultants on maters and problems relating to the industries administration, organization, technical know-how, operation, purchase of goods and other activities in relation to any business, trade commerce, mine industry and the like. The Company is engaged in plotting of land and development of commercial and residential complexes called "Dayal Tower" a residential colony called "Dayal Enclave" both at Varanasi.

3. The Company Secretary in practice representing the petitioner pointed out that the claim of the R-2 and 3 that they were in control of the company is baseless and hollow. It was contended that at the very Board Meeting under the Chairmanship of Shri Dinesh Singh held on 15.01.1996 a resolution was passed that the director holding maximum number of equity shares in the Company shall be chairman of the Board of Director and elaborately defined the powers of the Chairman and provided for rotation of chairmanship between directors in case of equality of shareholding. It was also resolved that the chairman of the Board of Directors shall be the whole-time director. On 17.06.1996, Shri Durgesh Kumar Singh (R-2) and Shri Raj Narayan (R-3) were appointed as Additional Directors thereafter. On 05.12.1996, Shri Rajiv Kumar Singh, the Petitioner was appointed as Additional Director. On 30.04.1997, further allotment of 2300 shares of Rs. 100 each was made in favour of the Petitioner. Though by this time R-2 & 3 were directors of the Company, they were not shareholders unlike the Petitioner. Further, it was pointed out that the original subscribers, namely Sh. Dinesh Singh and Smt. Uma Singh transferred their 200 Shares to the Petitioner in January 1998 and his shareholding increased to 2500 shares. On 22.12.2003, the petitioner transferred 100 shares out of the 2500 shares held by him to his wife Mrs. Ratna singh, R-4. Accordingly, as on 22.12.2003, Sh. Rajiv Kumar Singh (Petitioner) held 2,400 shares (48%), his wife Smt. Ratna Singh (R-4) held 100 shares (2%), Sh. Raj Narayan Singh (R-2) held 1,250 shares (25%) and Sh. Durgesh Kumar Singh (R-3) held 1,250 shares (25%). Thus as on 22.12.2003, the Petitioner along with his wife (R-4) held 50% shareholding and R-2 and R-3 held 25% each. It was pointed out that when on 08.05.1997 Shri Dinesh Pratap Singh submitted his registration which was accepted w.e.f. 10.05.1997 an unanimous resolution was passed that Shri Rajiv Kumar Singh the Petitioner being the largest share holding director be appointed as Chairman w.e.f. 10^th May 1997 till 31^st January, 1998. The Chairmanship of the Petitioner was extended from time to time by Board resolutions passed on 19.01.1998, 20.01.2000 and 15.01.2002. It was pointed out that the registered office of the Company was originally at AF-1/13 IMLAK-IInd NADESAR, Varanasi, which was changed to 148-A, Lane No. 8, Ravinderpun Colony, Varanasi in order to increase the administrative efficiency of the Company vide resolution passed at Board Meeting held on 06.