CA/55/KOB/2020

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IN THE NATIONAL COMPANY LAW TRIBUNAL

KOCHI BENCH

CA/55/KOB/2020

(Under Section 59 of Companies Act, 2013 read with Rule 70 of NCLT Rules, 2016)

Date of Order: 23 June 2022

Coram:

Hon’ble Mr. Ashok Kumar Borah, Member (Judicial)

Hon’ble Mr. Anil Kumar. B, Member (Technical)

Muraleedhara Kurup,

16-A, Artech City, Meenakshi,

Vazhuthacaud, Oppo-Trivandrum Club,

Sasthamangalam P.O., Thiruvananthapuram,

Kerala- 695 010. …Appellant.

Versus

1. M/s SarDe Traffic Infra Private Limited,

(CIN: U74999KL2017PTC048480),

Pulinkala Veedu Pappalakilimanoor,

Thiruvananthapuram,

Kerala- 695 601.

2. Mr. Haneefa Niyazi,

647, Pulinkala House, Pappala,

Pazhayakunnummel, Kilimanoor P.O.,

Thiruvananthapuram,

Kerala- 695 601. … Respondents.

Parties/Counsel present (through video conference):-

For the Appellant

: Shri. Bijoy P. Pulipra, Advocate.

For the Respondents : Shri. Sandeep Gopalakrishnan,

Smt. Jinnu Sara George,

Shri. Anand Vimal,

Smt. Anju Davis K., Advocates.

CA/55/KOB/2020

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ORDER

Per: Ashok Kumar Borah, Member (J)

The present Company Appeal No. CA/55/KOB/2020 has been filed

under Section 59 of the Companies Act, 2013, by the Appellant against

M/s. SarDe Traffic Infra Private Limited and another seeking the following

reliefs:

i. To include the name of the Appellant in the Register of Members of the

1^st Respondent Company by rectifying the Register of Members of the

Company.

ii. To enable the Appellant to exercise his voting rights on all the

decisions taken by the shareholders at the general meetings and annual

general meetings.

2. The brief facts of the case are as under: -

3. The 1^st Respondent Company is incorporated on 07.03.2017 as per the

Certificate of Incorporation issued by the Registrar of Companies, Kerala,

vide U74999KIL2017PTC048480. The Registered Office of the company is

situated at Pulinkala Veedu, Pappala, Kilimanoor, Thiruvananthapuram,

Kerala 695 601. The main object of incorporating the 1^st Company, as per

the Memorandum of Association is to develop, install and manage traffic

infrastructure, road safety solutions and associated civil solutions, to act as

consultants, manufacturers, contractors, dealers, and suppliers of traffic

infrastructure and road safety equipment and to conduct studies, survey

and research in road safety and traffic-related areas.

4. The Appellant stated that the 2^nd Respondent joined the partnership firm

under the name and style “____”as an Accountant on 1^st August 2015 and

CA/55/KOB/2020

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served as such till December 2018. However, from 7^th March 2017, the 2^nd

Respondent was involved in the management of accounts of the firm as well

as the affairs of the 1^st Respondent Company. Subsequently as a part of

expansion of the business operations and to develop the marketing and

sales, the Appellant and the 2^nd Respondent along with one Mr. P R Datsun

had decided to form the 1st Respondent Company with a Paid-up capital of

Rs 1,00,00,000/- (Rupees One Crore Only) divided into 1,00,000/- (One

lakh) equity shares of Rs 100/- (Rupees Hundred Only) each. Based on the

said decision the 2nd Respondent and the Appellant had formed the 1st

Respondent Company on 7th March, 2017 as a private limited company.

The 2^nd Respondent is the "officer in default" with respect to the

management of the 1^st Respondent Company and has entrusted with

substantial powers of the management of the 1^st Respondent Company.

5. It is further stated that as a part of the new business arrangement, the

Appellant h