ST. MARYS HOTEL PVT. LTD. AND ORS. Vs. T.O. ALEYAS AND ORS.
SUPREME COURT OF INDIA
St. Marys Hotel Pvt. Ltd. And Ors.
T.O. Aleyas And Ors.
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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
(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
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