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IN THE NATIONAL COMPANY LAW TRIBUNAL
KOCHI BENCH
KOCHI
IA(C/Act)/96/KOB/2022
IN
CP(C/Act)/19/KOB/2022
(Under Rule 11 of the NCLT Rules, 2016)
In the matter of:
Bumbery Baby Products Pvt. Ltd. & Another;
… Applicants
-Versus-
Madhusudan Namboodiri & 51 Others.
… Respondents
-And-
In the matter of:
Madhusudan Namboodiri;
… Petitioner
-Versus-
Bumbery Baby Products Pvt. Ltd.& 51 Others.
… Respondents
Coram:
Shri. P. Mohan Raj :
Member (Judicial)
Shri. Satya Ranjan Prasad :
Member (Technical)
Appearance through Video Conferencing
For Applicant
:
M/s. Ahmed & Ahmed,
Advocates.
For Respondent No.1
:
M/s. Menon & Pai, Advocates
For Respondent Nos. 3 to 12
:
Mr. S.M. Ameerul Millath,
and 14 to 52
:
Mr. Abid Millath, Advocates.
O R D E R
1. The present application is filed by the Applicants under Rule 11 of the
NCLT Rules, 2016 to modify the Interim Order dated 24.06.2022 and
permit the Applicant Company to appoint a nominee of the Investor
IN THE NATIONAL COMPANY LAW TRIBUNAL
KOCHI BENCH
IA(C/Act)/96/KOB/2022
IN CP/19/KOB/2022
In re: Madhusudan Namboodiri Vs. Bumbery Baby Products Pvt Ltd & 51 Others
Page 2 of 11
Group (Respondent Nos. 4 to 52) to the Board of Directors of the
Applicant Company.
2. The facts as narrated in the application and explained by the Applicants
are summarized hereunder:
i.
When Company Petition CP/19/KOB/2022 came up for
admission, this Tribunal passed an Interim Order dated
24.06.2022, by which Respondents in the Company Petition were
directed to maintain status-quo as of that date with regard to the
shareholding pattern as well as the Board of Directors of the 1st
respondent company until further orders.
ii.
The Applicant submitted that because of the disputes and non-
cooperation between the Applicant and Respondent No.2, who
are the only two directors of the Applicant Company, the Board
meetings could not be conducted, and resolutions passed,
whenever required for the smooth conduct of its business. It is
further stated that the cash credit facility availed by the 1st
Applicant Company from the State Bank of India is due for
renewal and there is a requirement to submit the Board Resolution
for getting facility renewed. The 2nd Applicant vide his e- mail
dated 29.07.2022 had sent a board meeting notice for conducting
a board meeting at a shorter notice, in order to submit the
resolution before the State Bank of India, however by raising some
flimsy grounds, the 1st Respondent did not cooperate for the same.
He had objected to convening the board meeting at a shorter notice
on the ground that the presence of an independent Director is
mandatory as per Section 173(3) of the Companies Act, 2013 and
since there is no Independent Director for the Company, the board
meeting can be convened by only giving a seven-day’s notice. The
IN THE NATIONAL COMPANY LAW TRIBUNAL
KOCHI BENCH
IA(C/Act)/96/KOB/2022
IN CP/19/KOB/2022
In re: Madhusudan Namboodiri Vs. Bumbery Baby Products Pvt Ltd & 51 Others
Page 3 of 11
1st Respondent is trying to become a roadblock to day-to-day
operation of the Applicant Company.
iii.
It is submitted that in his email dated 30.07.2022, the 1st
Respondent had asked lot of details like bank statements, stock
reports, receivables and etc, for various periods for giving his
approval for the proposed board resolution. In response to the
email dated 30.07.2022, the 2nd Applicant replied vide his email
dated 01.08.2022 clarifying that the presence of an Independent
Director is not required for conducting the meeting of the
Company. In the said email t
