M V PAULOSE Vs. CITY HOSPITAL PRIVATE LIMITED

JUDGEMENT

(1.) THIS order disposes of two applications namely C. A. No. 75 of 1997 filed by the petitioners' side and C. A. No. 76 of 1997 filed by the respondents' side in C. P. No. 47 of 1993. C. A. No. 75 seeks certain directions with regard to the annual general meetings of City Hospitals Private Ltd. (hereinafter called "the company") in particular regarding the appointment of another chairman in the place of Justice Verghese Kaliath, who was appointed as per our consent order dated January 15, 1997, for the annual general meeting for the periods 1991, onwards. C. A. No. 76, however, has sought a review of the above said order dated January 15, 1997, on the ground that the impugned order was passed in violation of the principles of natural justice and without giving an opportunity to any of the other respondents at the hearing. Both the applications were heard together and are now being disposed of by this common order in view of the subject-matter being the same namely our order dated January 15, 1997, relating to calling of the annual general meeting.

(2.) Before coming to the details of the applications, it is appropriate to set out briefly the background of the dispute between the parties. C. P. No. 47 of 1993 was filed by one M. V. Paulose holding 4.3 per cent of the share capital of the company with consent from six other shareholders holding another 7.8 per cent. The main dispute relates to the validity of three board meetings stated to have been held on August 18, 1992, August 29, 1992 and September 5, 1992, which, inter alia, relate to assumption of liability to the banks to the extent of Rs. 26 lakhs, co-option of three directors on the board, leasing out of the hospital belonging to the company, forfeiture of 97 shares belonging to one shareholder and reallotment of those shares to another person. The prayers include an order to call the annual general meeting for the year ended March 31, 1992, and to nominate a chairman to preside over the meeting and permitting the shareholders to elect the board of directors.

(3.) WHILE the petition was under consideration, at the hearing held on January 15, 1997, C. A. No. 8 of 1997 by the petitioner praying for ordering of the annual general meeting was mentioned and when the advocates for the petitioner, respondent No. 1 namely the company and respondent No. 2 namely Dr. T. M. Paul were present, all agreed before the Bench that the annual general meeting for the years from 1992-96, should be held under the chairmanship of an impartial observer. They also agreed that Hon'ble Justice Verghese Kaliath could be appointed as the chairman of the meeting subject to his accepting this appointment. Accordingly it was ordered, that the annual general meetings as proposed will be held with Justice Verghese Kaliath in the chair and that the agenda to be circulated was to be decided by the present board of directors in consultation with the chairman. The meetings were to be held within a period of six months and the remuneration of the chairman was also fixed. The three counsel also subscribed their signatures in the attendance-cum-order sheet signifying their consent which was recorded in that sheet.