CA/78/KOB/2020

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IN THE NATIONAL COMPANY LAW TRIBUNAL

KOCHI BENCH, KOCHI

CA/78/KOB/2020

(Under Section 58(3) of the Companies Act, 2013)

Order delivered on 01.12.2021

Coram:

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

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

In the matter of

Mr. Mathai K.M.,

Kochukoonanickal House,

Periyappuram Kara,

Periyappuram P.O.,’

Onakkoor Village,

Muvattupuzha Taluk,

Ernakulam- 686 667.

:Appellant

Versus

1. Green Garden Herbals and Fruits Private Limited,

VIII A, Karimutty, Marayoor,

Devikulam, Kerala- 686 620.

Reprented by its Mananging Director,

Joy Chemmala Alias.

2. Mr. Joy Chammala Alias,

Chemmala House,Vilangu Kara,

Vilangu P.O.,

Kizhakkambalam Village,

Kunnathunadu Taluk,

Ernakulam- 683 561.

Residing at Karimutty Kara,

Marayoor Village,

Devikulam Taluk.

3. Mr. Sareesh Satheesan,

CA/78/KOB/2020

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Thozhuthungal House,

Vilangu P.O., Aluva,

Edathala North,

Ernakulam- 683 561.

4. Mr. Robinson Pynadath Mathew,

Pynadath House,

Kotuvally Kara, Kizhakkepuram,

North Paravur,

Ernakulam- 683 513.

: Respondents

Parties/Counsels Present(through video conference)

For Appellant : Shri. Niranjan Sudhir, Advocate

For Respondents :Shri.Nebil Nizar, Advocate

ORDER

Per: Ashok Kumar Borah, Member (Judicial)

This Company Appeal has been filed by Mr. Mathai K. M., Kochukoonanickal

House,

Periyappuramkara,

Periyappuram

P.O.,

Onakkoor

Village,

Muvattupuzha Taluk, Ernakulam District 686 667 (hereinafter called as

‘Appellant’)on01.10.2020under

Section

58(3)

of

the

Companies

Act,

2013(hereinafter called as ‘Act’) against Green Garden Herbals and Fruits

Private Limited, VIII A, Karimutty, Marayoor, Devikulam, Kerala 686 620 and

4 others (hereinafter called as ‘Respondents’).

The brief facts of the case are as under: -

2. The Respondent No. 1 company was first incorporated, under the name

and style of Bond Trading Co. LLP incorporated in Abdu Dhabi, UAE. As

per the Memorandum of Association ('MoA’) and Articles of Association

(‘AoA’) of the company, the 2^nd Respondent (Mr. Joy Chemmala Alias) being

the Managing Director held 750 equity shares and the daughter of the

Appellant, Late Smt. Bindu Mathew being the other director held 250

equity shares of the company worth Rs. 100 each. It is also stated that in

the year 2010, the Respondent No.2 approached Bindu Mathew to discuss

a potential partnership plan entailing, acquiring and developing land

CA/78/KOB/2020

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having an extent of 98.48 Ares in Re-Survey No.10/2 of Marayoor Village,

Idukki for the purpose of doing a business in herbals and fruit farming.

The Respondent No. 2 and late Smt. Bindu Mathew alone constituted the

Board of Directors for the entire period till her death.

3. At the time of formation of the Company Smt. Bindu Mathew made

commitment on furnishing her properties covered under Sale Deed Nos.

2672/2010 and 2673/2010 of S.R. Devikulam as adequate security for the

loan facility and as her "half" of the investment. It is further stated that as

per the latest Income Tax Returns of Respondent No.1 company for the year

2018-2019, the balance sheet shows current liabilities as to borrowings from

directors to be valued at Rs. 30,72,000 (Rupees Thirty Lakh Seventy-Two

Thousand Only) which includes the loan that was availed from the Kerala

State Co-operative Bank Ltd (Previously IDCB Ltd), Munnar branch after

mortgaging two properties owned by Late Smt. Bindu Mathew for the

purposes of running the company.

4. It is stated that Smt. Bindu Mathew passed away intestate on 04.10.2019.

Therefore, all properties under the ownership of Bindu Mathew, being an

Indian Christian who has died intestate, has now been devolved upon the

Appellant as per the provisions of the Indian Succe