Decided on September 27,2016

St. Marys Hotel Pvt. Ltd. And Ors. Appellant
T.O. Aleyas And Ors. Respondents


RANJAN GOGOI, J. - (1.) In view of the elaborate hearing that has taken place we are of the view that our eventual decision to dismiss both the special leave petitions should be supported by the brief reasons therefor.
(2.) The petitioners could be conveniently described as the 'Abraham Group' and the respondents as the 'Aleyas Group'. Both are branches of the same family. The dispute relates to the shareholding of the two groups in St. Mary's Hotel Private Limited (hereinafter for short 'the Company'), which inter alia owns two hotel properties in the State of Kerala.
(3.) The Company was incorporated in the year 1996 and with the passage of time while the Abraham Group consisting of T.O. Abraham and Binu Zacharia held 8,00,000 shares, the Aleyas Group consisting of T.O. Aleyas and Bobby Kuriakose held 7,00,000 shares. There was a Resolution of the Board dated 17.04.2002 which is claimed by the Aleyas Group to be pursuant to an earlier decision that all the 5 branches of the family should hold equal shares in the company. Consequently, there were some transfers made by the said Resolution. It appears that in the said Board meeting dated 17.04.2002 it was also resolved that 2,20,000 shares would be transferred by Bobby Kuriakose to T.O. Abraham. The aforesaid decision alone i.e. transfer of 2,20,000 shares from Bobby Kuriakose to T.O. Abraham alongwith decisions taken in the Extraordinary General Meeting dated 25.04.2003; Notice of Board Meeting dated 03.06.2003 and Notice of Extraordinary General Meeting dated 03.06.2003 and the decisions taken in the said meetings were challenged. The aforesaid decisions pertain to induction and removal of Directors pursuant to the transfer of shares as per the Resolution dated 17.04.2002. The Company Law Board (for short ' the CLB') by its judgment and order dated 5.2.2013 in Company Petition No. 30/2003[CHE] while granting the other reliefs sought, disposed of the said company petition filed by the Aleyas Group upholding the validity of transfer of 2,20,000 shares from Bobby Kuriakose to T.O. Abraham. Aggrieved, the Aleyas Group moved the High Court of Kerala by way of an appeal under Section 10F of the Companies Act, 1956. The High Court, notwithstanding the fact that the challenge before it pertained only to the transfer of 2,20,000 shares, (all other directions of the CLB were in favour of the Aleyas Group) set aside the entire of the Resolution dated 17.04.2002, the effect of which was that the decisions with regard to transfer of shares to members of other branches of the family, which were not questioned before the CLB and hence the High Court, were also set aside. This was by judgment dated 31.03.2015 passed in Company Appeal No.4 of 2013.;

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