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CP/18/KOB/2020
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IN THE NATIONAL COMPANY LAW TRIBUNAL
KOCHI BENCH
CP/18/KOB/2020
(Under Section 241 & 242 of Companies Act, 2013)
Order delivered on 21st December , 2021
Coram:
Hon’ble Mr. Ashok Kumar Borah, Member (Judicial)
Hon’ble Mr. Anil Kumar. B, Member (Technical)
In the matter of: -
1. Muhammed Abdul Jabbar Arackal,
S/o, Aboobacker Haji,
R/o A-48, Vrindavan Colony,
Chevayur, Kozhikode,
Kerala- 673 017.
2. A. Mohamed, S/o Aboobacker Haji,
R/o A-48,Vrindavan Colony,
Chevayur,Kozhikode,
Kerala- 673 017.
3. Saleem, S/o Aboobacker Haji,
R/o A-48, Vrindavan Colony,
Chevayur, Kozhikode,
Kerala- 673 017. …Petitioners.
Versus
1. Delta Finster Limited,
A-52, Vrindavan Colony,
Chevayur, Kozhikode,
Kerala- 673 017.
2. Abdul Rahman Sofia Sherine,
W/o A. M. Abdul Kareem,
R/o A-52, Vrindavan Colony,
Chevayur, Kozhikode,
Kerala- 673 017.
CP/18/KOB/2020
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3. M. V. Mohamed Ashraf,
Kanampully House,
Cheruvannoor, Calicut,
Kerala- 673 631.
4. A. M. Abdul Samad,
P.O. West Hill,
Behind Govt. Stationary Godown,
Kozhikode, Kerala- 673 005. (exparte vide order dated
11.2.2021)
5. Frills For Rest Holiday Resorts Private Limited,
Building No 61/1025, SAMCO Associates,
Opp. MSS Complex, Cherootty Road,
Calicut, Kerala- 673 032. … Respondents.
Parties/Counsel present (through video conference)
For the Petitioners
: Smt. Deepthi Susan George, Advocate.
For the Respondent No. 1, 3 & 5: Shri. Shivshankar R. Paniker, Advocate
(No appearance)
For the Respondent No. 2
: Shri. Shameem Ahamed, Advocate.
ORDER
Per: Ashok Kumar Borah, Member (J)
The
present
Company
Petition
bearing
No.
CP/18/KOB/2020 has been filed under Section 244 of the Companies Act,
2013, by 1) Mr. Muhammed Abdul Jabbar Arackal, 2) Mr. A. Mohamed 3) Mr.
Saleem (hereinafter called as “Petitioners”) against 1) Delta Finster Limited,
2) Mr. Abdul Rahman Sofia Sherine, 3) M.V. Muhamed Ashraf, 4) Mr. A. M.
Abdul Samad, 5) M/s Frills for Rest Holiday Resorts Private Limited
(hereinafter called as “Respondents”). Thereafter the Petitioners filed IA No.
104/KOB/2020 under Section 244 of the Companies Act, 2013. Vide order
dated 24.08.2020, this IA was allowed waiving the condition under Section
244 of the Companies Act, 2013 allowing the Petitioners who did not have the
qualifying shares to prefer this Company Petition under Section 241 and 242
CP/18/KOB/2020
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of the Companies Act, 2013. Hence, this a Company Petition filed under
Section 241-242 of the Companies Act, 2013.
2.
This Company Petition is filed for the following reliefs:
i.
The shares allotted to the 2nd Respondent and her daughter
without following the rules and violation of Articles of
Association to be declared invalid;
ii.
The decisions taken by the respondents in the meetings
including Extra Ordinary General Meeting, General Meetings,
Special Meetings and Board Meetings without quorum be
recalled;
iii.
The 2nd Respondent should be appropriately punished as per
Section 447 of the Companies Act, 2013 for concealing facts
and documents of the Company from the Petitioner and thus
committing fraud on them;
iv.
The 2nd Respondent being a majority shareholder mismanaged
the affairs of the Company and further oppressed the right of
the Minority Shareholder should be appropriately punished as
per Section 241 of the Companies Act, 2013;
v.
Direct the 1st Respondent and 2nd Respondent to allot the
shares held by the deceased members as per the
Mohammaden Law of Succession and further declare all share
transfers done as illegal and invalid.
vi.
Order an investigation into Company’s affairs as per Section
213 of the Companies Act, 2013 and appoint an administrator
as per Sect
