(U/s 58 & 59 of the Companies Act, 2013 r/w

Rule 11 of the NCLT Rules, 2016)

In the matter of:

M/s. Kerala Furniture Consortium (P) Ltd.

Memo of Parties:

MR. K. NARAYANAN,

Chithranjali, Koottanad, P.O., Palakkad, Kerala- 679 533. Email: -

narayanankizhupadath@gmail.com.

… Appellant.

-Vs-

1. M/S. KERALA FURNITURE CONSORTIUM

(P) LTD.,

VII/311-D, Kodanadu P.O., Kurichilakode,

Perumbavoor- 683 544. Email: -

mail@furniturekerala.net.

2. MR. K.P. RAVEENDRAN

House No. KP VIII/282A Darshana, Anjam Peedika P.O., Kannur, Pin- 670 331. Email: -

positivecommune@gmail.com.

3. MR. PAVITHRAN P.,

House No. V/325, Payattilamparambath, Perinjanam P.O., Trichur- 680 686, Email: -

prima-pavi@yachoo.com.

4. MR. RAFFI P. DEVASSY,

House No. B 39, Vrindavan Colony, Chevayur P.O., Calicut, Pin 673 017. Email:

- raffiputhur@gmail.com.

–

5. MR. E. RAMADAS, XI/151DE, Athira, Kunnumpuram, Kakkanad P.O., Ernakulam, Pin- 682 030.

Email: - dascoekm@yahoo.com.

6. MR. BINOY JOSEPH House No. 579, Eudappulavan House, Chellamattom, Okkal P.O., Ernakulam, Pin- 683 550. Email: -

binoyjosephmail@gmail.com.

… Respondents.

Order delivered on: 14.02.2025 Coram:

President : Justice Ramalingam Sudhakar.

) : Shri. Ravichandran Ramasamy.

Hon’ble AHpopne’balera Mnecmesb: er (Technical For the Appellant : Mr. Yogindunath S, PCS For the Respondent : Mr. Cyriac Tom, Advocate

O R D E R

Per Coram

1. This Company Appeal/(C/Act)/20/KOB/2023 is filed by Mr. K.

Narayanan under Sections 58 & 59 of the Companies Act, 2013 read with Rule 11 of the NCLT Rules, 2016, seeking the following reliefs:-

a) To direct the 1st Respondent Company to make entries in the register of members under Section 59 and direct the Company to issue shares to the applicant and to pay damages of Rs. 25,00,000/-; or b) To direct the 1^st Respondent Company to refund the Appellant, the amount collected from him towards the capital of the company along with an interest of 12% from the respective due dates.

c) To direct the 1st Respondent Company to refund the Appellant, the salary dues for his services as the Project Coordinator in the innovation program along with an interest of 12% from the respective due dates.

2. The brief facts as stated in the appeal are as under: -

i. The 1^st Respondent Company was incorporated under the Companies Act, 1956 on 11.07.2006 in Kerala with CIN: U36101KL2006PTC019608. Respondents 2 to 6 were its directors. The company operates as a Furniture Consortium, offering services like wood treatment, seasoning, and furniture crore and a paid-u ,27,30,000/-.

manufacturing support, with an authorized share capital of ₹1.5 ii. The Appellant stateps s thhaarte t hcae pRietaslp oofn ₹d1ent Company is supported by the Government of India and Kerala, the 1st Respondent Company aims to uplift MSMEs in the furniture sector. The Appellant has expertise in management, furniture manufacturing, and marketing and, is connected with the company through the 2^nd Respondent who is its founder. The Appellant was promised a director’s position on investing in the company and was appointed as a Resident Director in October

20,000 as communicated via email on 03.08.2010. The Appellant began handling inter-

2010 with a monthly remuneration of ₹

departmental communications as a Resident Director and contributed to the company’s growth.

iii. The Appellant stated that at the meeting held on 02.11.2010, it was decided that new investors should ,00,000/-, including a 50% premium, to become members in the company.

invest ₹15 Accordingly, the Appellant invested ,00,000/- on 18.11.2010, ,00,000/- ,00,000/- in cash in February ₹5

2011, totalling ,00,000/-

₹4 on 07.02.2011, and ₹2 records. ,00,000/- was said to be adjusted ₹11 , all reflected in the company’s per month for 20 months (October The remaining ₹4

2010 - May 2012), as confirmed in an email on 28.06.2012. It is against his salary of ₹20,000 stated that despite repeated inquiries, the 2^nd Respondent assured that The Appellant has produced the copies of the rial Balance of the the share certificates were “und