RAJENDRA PRASAD RUNGTA Vs. RMC MED LTD.

JUDGEMENT

(1.) IN this order I am considering Company Petition No. 37 of 2004 filed by Shri R.P. Rungta and others against RMC MED Ltd. and others under sections 397, 398, 402 and 409 of the Companies Act, 1956 (hereinafter referred to as the Act) alleging oppression and mismanagement and seeking supersession of the presently constituted board of the R -1 company; appointment of administrator to take charge of the books, business, management, papers, records and documents of the R -1 company; directing R -1, R -4 and R -7 to transfer the shares purchased by the petitioners to the petitioners and directing R -1 to record such transfer in the books of the company; Company Application No. 224 was filed attracting the provisions of section 111 of the Act; setting aside the appointment of R -3 and R -5 as additional directors; directing that an EGM of the R -1 company be held under a chairman appointed by the Company Law Board in accordance with the provisions of the Companies Act, 1956 and in accordance with the articles of association of the company.

(2.) THE R -1 company, namely, RMC MED Ltd., was incorporated under the name of Rungta Medical Centre (P) Ltd. under the Companies Act, 1956, on 3 September, 1983. On 11 January, 1989, the name of Rungta Medical Centre (P) Limited was changed to RMC MED (P) Ltd. and a fresh certificate of incorporation was issued to that effect. Subsequently, on 15 February, 1991, the company became a deemed public company under section 43A of the Companies Act, 1956 (hereinafter also referred to as the 'Act') and, therefore, the name of the company was changed to RMC MED Limited and a fresh certificate of incorporation was issued to that effect. The main objects of the company are as follows:

(3.) THE petitioners' case is that, as a whole, the P -1 and his family members and investment companies in which they are majority shareholders hold, in aggregate, 7,07,048 equity shares representing 94.27% of the total 7,50,000 equity shares of the R -1 company. The respondents have wrongfully not transferred 70,000 equity shares purchased by the P -16 and 17 and sent for transfer to the R -1 company. It has been pointed out that 36,100 equity shares purchased by P -2 have not been shown by the R -1 company in its shares register. Further, the petitioners had purchased 58,348 equity shares from RICCO but due to the share certificate only being one and also in the possession of the respondents, the R -1 companies have not yet shown these shares in the petitioners' name in the register of shares.