(Under Section 59 of the Companies Act, 2013)

Memo of Parties BEENA THOMAS

W/o Late B Mohamed Khan

Frieden, Pazhampilly Thomas Road,

Vaduthala P O, Kochi,

Ernakulam, Pin 682023

…Appellant

Versus

1. MOHAMED BIJU

S/o Late B Mohamed Khan

TC 17/2160, KRRA A 41/1

Vidyaniketan, Kunamkulam Lane

Murinjapalam, Medical College P O,

Thiruvananthapuram, Pin 695011

2. BINU MOHAMED

S/o Late B Mohamed Khan

TC 3/2496(1), S N Public School Road,

Chenkottukonam, Thundathil P O,

Kazhakootam, Thiruvananthapuram,

Pin 695581

3. PALMSHORE HOTELS PRIVATE LIMITED (Previously Lugano Hotels Private Limited)

CIN: U55101KL1985PTC004237

Hotel Palmshore, Light House Road,

Vizhinjam, Thiruvananthapuram,

Pin 695521

…Respondent

Order delivered on: 05.04.2024 Coram:

Hon’ble Member (Technical) Hon’ble Member (Judicial)

Shri. Shyam Babu Gautam TMT. (Retd.) Justice T Krishna Valli Appearances:

For the Applicant : Mr. Jayan K, Advocate For the Respondents : Mr. Mohan Pulickkal, Advocate

O R D E R

Per: Coram

1. The present Company Appeal /07/KOB/2023 has been filed under Section 59 of the Companies Act, 2013, by the Appellant against Mr.

Mohamed Biju and 2 others seeking the following reliefs:

a. Direct the Respondents to rectify the Register of Members as per the provisions of Section 59 of the Companies Act, to appear the name of the Petitioner as the holder of 1000 Equity Shares of the Company.

b. Cancel the transmission of 1000 Equity Shares of Late B. Mohamed Khan, illegally processed and recorded by Respondents 1 and 2 in their favour, which were originally transferred by Late B. Mohamed Khan in favour of the Petitioner and direct the Respondents to remove the entries showing transmission of shares of Late B. Mohamed Khan, favouring Respondents 1 and 2 and serve a certified copy to the Petitioner.

c. Cancel the issue of duplicate share certificates of Late B. Mohamed Khan, by the Respondents, in their favour.

d. Direct the Respondents to have full access to the records, premises and properties of the Respondent 3 Company to the Petitioner.

e. Direct the Respondents to complete the formalities of appointing the Petitioner and two persons of her choice as the Directors of the Respondent 3 Company, including the filing of the necessary forms with MCA.

2. The late Mr B Mohamed Khan was the founder, director, promoter and majority shareholder of M/s Palmshore Hotels Private Limited, the Respondent no 3 Company. The Appellant is the wife of the Mr Mohamed Khan. Respondents no 1 and 2 are the sons of Mr Mohamed Khan in the wedlock with Late M.M. Razia Beevi, being his first wife.

3. The Authorized Share Capital of the Respondent 3 Company is Rs.

20,00,000/- divided into 2,000 Equity Shares of Rs. 1,000/ each. The Paid-up Capital of the Company is Rs. 16,04,000/- divided into 1604 Equity Shares of Rs. 1000/- each. Out of the above Paid-up Capital, the Promoter Late B. Mohamed Khan was holding 93% i.e. 1493 Equity Shares of Rs. 1000/- each. The remaining 111 Equity Shares were held by Respondent no 1 (79 shares) and Respondent no 2 (32 shares). Respondents no 1 and 2 were not involved in the business activities but were provided with nominal shares as his children.

4. Mr. Mohamed Khan married the Appellant under Islamic law on

17.02.2011 but divorced on 28.03.2013. After facing health issues and receiving no support from his family, he reconciled with the Appellant, and they lived together again with mutual consent at the residence of the Appellant. In 31.03.2016, Mr Mohamed Khan wrote a declaration Annexure 8, in Malayalam affirming the fact that the Appellant was continuing as his wife and he directed his legal heirs and prayed to the Courts that in case anything happened to him in the proposed pacemaker implanting operation, the right on his properties as per Islamic laws should be given to the Appellant. On 12.10.2020, they remarried under the Special Marriage Act of 1954.

Mr Mohamed Khan passed away on 14.12.2020.

5. The passport which was issued on 13.10.2020 of Mr Mohamed Khan shows the name of the Appel