1. In this order I am considering Company Petition No. 54 of 2006 filed by Sh. Vivek Bansal (petitioner) under Sections 397, 398, 402, 406 and 111A and 209 of the Companies Act, 1956 against M/s. R.M. Ispat Pvt. Ltd. & Ors. alleging oppression and mismanagement.

2. M/s. R.M. Ispat Pvt. Ltd. (R-1) was incorporated on 27^th December 2002 having its registered office at 4973/21, Phatak Badal Beg, Hauz Qazi, Delhi - 110 006. The authorized share capital of the R-1 Company was Rs. 75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each and the total issued, subscribed and paid up capital of the company is Rs. 71,06,000/- made up of 7,10,600 equity shares of Rs. 10/- each. The main objects of the R-1 Company are to set up rolling or re-rolling mill plant both cold rolling and hot rolling for producing M.S. Strips, Coils, Sheets, to establish and carry on the business of manufactures, dealers or traders whether as exporters or importers, whole-sellers, retailers in all varieties of steel, low carbon mild, and to manufacture and trading of ERW, Black Pipes and Tubes, Galvanized Pipes, etc.

3. The Counsel for the petitioner pointed out that the petitioner is a principal shareholder and promoter director of the R-1 company. As on the date of filing of the petition, the petitioner along with his family members, relatives and associates held nearly 53% of the total paid up share capital of the R-1 company., the petitioner alone holds 2,13,000 out of 7,10,600 of the issued and paid up capital of the R-1 company thus constituting 29.97% of shareholding, as per the Annual Return as on-30.09.05. The petitioner has been a promoter director of the R-1 company since its inception. It was pointed out that R-3 Naresh Gupta and his family and associates hold no shares in the company having sold the same to the Petitioner's Group and to that of R-2's group in June-July 2005. As such they are neither Directors nor shareholders of the company. The factum of sale of shares by R-3 and his family and associates has been acknowledged by the company and is evident from the Annual Return for the year ending 30.09.05. The petitioner and his family members who had acquired these shares duly intimated the company vide their letters dated 27.07.05 requesting the company to register their names in the Members Register. However, R-2 with the aid and behest of R-3 refused to register the transfer of these shares in favour of the Petitioner's Group. The petitioner also learnt that R-2 in collusion with R-3 who had no stake in the company refused to register the transfer of 1,96,000 shares in favour of Petitioner's Group.

4. Referring to the contention of R-3 to 6 that the transaction of sale of 1,96,000 shares to Petitioner's Group by them was incomplete and in violation of provisions of the Act it was contended that it is factually incorrect and untenable in law, the statement of account of the petitioner and his family members clearly record the payment of consideration to the R-3 and his group. Further, the said transfer of shares has also been registered by the Company as is evident from the Annual Return submitted with the Registrar of Companies on 27.01.06. R-3 to 6 have not challenged the said transfer of shares nor have they sought for rectification of the Register of Members despite being aware of the registration of the said transfer by the company. It was pointed out R-3 to 6 have been acting in collusion and connivance with R-2 to deny the petitioner and his group their majority in the company, my attention was drawn to allegedly manipulated Annual Return dated 20.12.05 filed under the signatures of R-3 showing that the petitioner has been removed from the directorship of the company w.e.f. 31.03.2005 and have also furnished an incorrect shareholding pattern. Further, it was pointed out that R-2 and his family have themselves acquired by transfer 1,20,000 shares from R-3 and his family and the said transfer is also reflected in the Annual Retur