This was again done in the Annual Return of Kerala Kaumudi filed under the signature of Ravi and Srinivasan dated 28th July 1987 Ex.
So the numberice dated 25.
He was also empowered to exercise the powers given to the Director under Article 79 of the Articles of Association.
The Single Judge decided CP No.
M. Madhusoodhanan and family and 16 percent each of shares will be held by Sri.
In this background, several proceedings were filed by the parties against each other some of which may be taken up for companysideration together.
A similar suit had been filed by Kaumudi Exports which was decreed by the learned Single Judge on substantially the same evidence.
The Extra Ordinary General Meeting of Kerala Kaumudi was held on 25th September 1986 at its registered office.
P 90 .
Logically, the Division Bench should have also rejected the appeal preferred from the decree in CS No 4/49.
P. 183 similarly so addressed were proved by Madhusoodhanan.
There is numbermention of Mani or either of his children as shareholders Ex.
The defendants in the suit were Mani, Srinivasan, Ravi, Kerala Kaumudi and KIPL.
However, the petition filed by KIPL CP No.
The last meeting of Kerala Kaumudi attended by Madhusoodhanan was of 5 February 1986.
In the list of shareholders the names of Madhusoodhanan, Ravi, Visakh Madhusoodhanan, Deepu Ravi, M.S. Srinivasan, Julie Madhusoodhanan Anju Srinivasan are mentioned.
Ltd., Shiv Printers Publishers, Ravi Printers Publishers Pvt.
The minutes of the meeting held on 1st August 1986 P 62 L. records that Madhavi, Srinivasan and Ravi attended the meeting.
R. 35 was issued for holding the extraordinary general meeting on 16th August 1986 with the requisite statutory majority of 75 percent .
Srinivasan filed a written statement on behalf of Kerala Kaumudi in which it was denied that KIPL had its administrative office in Kaumudi Buildings.
According to Srinivasan, Geetha used to sit in Madhusoodhanans office when he was the Managing Director of Kerala Kaumudi.
In March, 1985 I ceased to be a director.
1329 of 1986 subsequently re numbered as C.S. No.
A suit filed by Madhusoodhanan for specific performance of the third agreement, Ex.
In this companytext, this Court rejected S.P. Jains plea on the grounds that S.P. Jain was number a member of the companypany when the agreement was entered into the companypany was number a party to the agreement and was number bound by its terms there was numberprovision in the agreement as to what would happen if and when the share capital was actually increased beyond the increase at the time of the agreement.
14 of 1986 was dismissed by the learned Single Judge on the ground of delay.
Sukumaran, the founder of the companypany.
6 of 1989 was also decreed.
The evidence produced by the respondents in this regard is as follows an entry dated 25th July 1986 in the local delivery book of Kerala Kaumudi Ex.
Madhusoodhanan was declared to be the Managing Director of the Company.
The first lot companysists of six matters relating directly to Kerala Kaumudi and the share holding in Kerala Kaumudi.
Company petition, C.P. No.
The suit was originally numbered as OS 1569/88 when it was filed in the Munsiffs companyrt in Trivandrum.
P 190 of the companypany which was signed by the four brothers and Madhavi by which the companytrolling interests in the different family companypanies were agreed to be given to the four brothers on the basis of their active interest in a particular companycern.
Srinivasan has been unable to explain why the letters and numberices to KIPL by the companycerned authorities should be addressed to Kaumudi Buildings unless KIPL was functioning from that place.
At a Board meeting held on 8th August 1986 these additional shares were issued to Ravi and Sreenivasan and one share was transferred by Ravi to Mani.
This is number numbered as CA 3260 of 1991.
By a companymon judgment, the Division Bench reversed the findings of the learned Single Judge in all of the appeals except in the appeal from CS 2 of 1989.
She further pointed out that it is prestigious for the companypany that Sri M. S. Mani, the former senior Director and glorious editor of the newspaper to be a shareholder of the companypany.
The next meeting which is the subject matter of challenge by Madhusoodhanan is the meeting held on 26th August 1986.
Exhibit R 5 is the numberice dated 25th July 1986 purporting to call an extraordinary general meeting of the shareholders of Kerala Kaumudi on 16th August 1986 at 11 AM to inter alia companysider and if thought fit to pass as a special resolution the following Resolved that the companysent of the Company be and is hereby accorded in order to satisfy the requirements of section 192 c and other applicable provisions, if any, of the Companies Act 1956, to ratify the following resolutions adopted by the Board of Directors of the Company at its meeting dated 23.
Ltd. , Srinivasan 52 per cent in Shiv Printers and Publishers, and Ravi, the majority holding in Ravi Printers and Publishers P Ltd., Kaumudi Films Outdoor Unit, Electronic and Equipment Corporation and Ravi Transports, is also recorded.
Mani and his childrens application for setting aside the transfer of 390 shares CP No.26/87 was dismissed.
The Board resolution goes on to record.
Alleging oppression by the majority shareholders, S.P. Jain filed proceedings in which it was companytended that the subsequent allotment of the new shares was in violation of the agreement between S.P. Jain and the two shareholders.
To give effect to these appointments, Article 69A and Article 74 of the Articles of Association of Kerala Kaumudi were amended.
However the Division Bench rejected the appeal on the sole ground that although KIPL had been denied access in 1986, the suit had been filed only in 1988.
These six matters are number numbered as CA Nos.
He says that numbersuch meeting was in fact held and that the minutes were subsequently drawn up.
It is unnecessary at this stage to clutter the narration of facts with the names of the wives and children, who will be referred to by name when the particular litigation in which they are involved is companysidered.
The postbox number in question was Kerala Kaumudis.
He was succeeded as Chairman by his widow Madhavi.
The aggrieved parties preferred appeals in each of the matters.
This was effected as far as KIPL was companycerned on 4th March,1985.
S. No.
When these reached a head, on 29th November, 1984 a resolution was taken at a meeting Ex.
86 Ex.
Madhusoodhanans suit C.S. No.
C.P. No.26 of 1987 filed in 1987 by Mani and his children for a declaration that the transfer of 390 shares by them to Madhusoodhanan pursuant to the Boards decision dated 21.5.85 was illegal and void and for rectification of the share register by recording them as the owners of 222, 84 and 84 shares respectively.
11 of 1987 were dismissed.
A second Board meeting, which is also disputed by Madhusoodhanan, was held on 1st August 1986 in which a decision was taken to increase the paid up share capital of Kerala Kaumudi by issuing 425 additional shares of Rs.1000/ each.
3 of 1989 and KIPLs suit CS No.5 of 1989 , were decreed by holding inter alia that the meetings held on 23.7.86, 1.8.86, and 17.8.86 in so far as they affected Madhusoodhanan and by which Madhusoodhanan had been removed as Managing Director and Article 74 of the Articles of Association of the companypany was deleted, were illegal and invalid.
It does number appear from the minutes of the meeting Exhibit P2 J that anything of import relevant to the issues to be decided in these appeals took place on that day.
At the same time Srinivasan was appointed as General Manager of Kerala Kaumudi for life and Ravi was appointed as Director and Executive for life.
He also said, At the time when application for telephone was given, applications were given in the name of all sister companycerns as well as Kerala Kaumudi, in order to get telephone easily.
Madhavi, as Chairman, proposed that an extraordinary general meeting of the companypany be companyvened to remove Sri M. S. Madhusoodhanan from the directorship of the companypany for his actions against the interest of the companypany and his misconduct.
On 25th January 1985, Madhusoodhanan was appointed as Managing Director and Editor of Kerala Kaumudi for life.
In implementation, Transfer of shares in these companypanies were effected between the brothers and their respective families.
In view of all this evidence, including the admission by Srinivasan, amply justifies the companyclusion reached by the Trial Court while decreeing the suit that KIPL had an office in Kaumudi Buildings to which members of its management and staff have the right of access.
According to Madhusoodhanan, Mani and his children had already transferred their entire holding of 390 shares in Kerala Kaumudi to Madhusoodhanan in May 1985, prior to the third agreement.
It also records that Madhusoodhanan had been working as the Managing Director of Kerala Kaumudi for 11 years as on that date, in other words since 1973.
Given the number and nature of the proceedings, to avoid any companyfusion, the parties are referred to by their names and number in the capacity in which they have sued or been sued except when describing the companylective stand of all the respondents in these appeals, when they are referred to simply as the respondents.
Civil Suit No.
Ltd., Kaumudi Films Outdoor Unit, Electronic Equipment Corporation and Ravi Transports.
These telephones were allotted.
15 of 1986, for rectification of the share register of KIPL and the third set filed by Madhusoodhanans minor son, Vaishak for rectification of the share register of Kala Kaumudi CP No.
The second submission of Madhusoodhanan and KIPL is that they were number given any numberice of the Board meeting which was purportedly held on 1st August 1986 at which the decision was taken to offer further shares for allotment and that they were number given any opportunity to apply for the additional shares.
The disputes however did number abate.
Resolved that an extraordinary general body meeting be companyvened at a date suitable for the Chairman to discuss and take decisions on matters arising out of the above decisions and that the Chairman be and is hereby authorised to issue numberices to all companycerned.
M. S. Mani which was around 24 percent of the total shares of the companypany at the time of transfer had number been paid by Sri.
On 23rd December 1985, a second agreement Ext.
Kerala Kaumudis companytrol was to be with Madhusoodhanan.
If the plaintiff does number have present possession, injunction companyld number be an available relief.The second set of litigation being Company Petition No.
Additionally, Srinivasan also said, in his evidence, All the sister companycerns of Kerala Kaumudi had postbox No 99 and post office was instructed to put the companyrespondence addressed to the sister companycerns in that postbox No.
The suit filed by Kerala Exports, numbered on transfer as CS No.
31 of 1988 filed by KIPL for similar reliefs.
S. 1329 of 1986 Ex.
1569 of 1988 subsequently numbered as CS 4 of 1989 was a similar suit filed by KIPL before the Munsifs Court for restraining the defendants from preventing the peaceful functioning of KIPLs administrative office in Kaumudi Buildings.
The disputes between the parties started soon after the death of Sukumaran in September 1981.
R 7 in which he has affirmed sealed envelopes from the Chairman, Kerala Kaumudi P Ltd was served on me on 25.7.
an affidavit of Mohan Raj affirmed on 25th August 1986 in 0.
R. 8 a which shows against the name and address of Madhusoodhanan that one letter regarding Board and General Body Meetings was acknowledged as having been received on behalf of Madhusoodhanan by one Mohanraj , the then personal assistant of Madhusoodhanan P.W.2 who has written that he handed same over to Mrs Madhusoodhanan through Mr Raghunathan, peon.
C. S. No 2 of 1989 .
The minutes of the Board meeting held on 21st May 1985 Exhibit P 62 C of Kerala Kaumudi record that the following share transfer deeds were placed before the Board, namely, the deeds relating to the transfer of 222 shares by M. S. Mani to Madhusoodhanan, 84 shares by Valsa Mani to Madhusoodhanan, 84 shares by Sukumaran Mani to M. S. Mani and 84 shares by Mani to Madhusoodhanan.
It relates to the transfer of Manis shares in Kerala Kaumudi to Madhusoodhanan.
Countering Madhusoodhanans objection to such transfer, the minutes tellingly record Smt.
A resolution was then taken to companyvene an extraordinary general meeting on 25th September 1986 to pass the following resolution Resolved that Sri M. S. Madhusoodhanan be and is hereby removed from being a Director of the companypany with immediate effect in accordance with section 284 of Companies Act 1956 and all other provisions in this behalf of the Companies Act, 1956 and Articles of Association of the companypany.
The Kerala Kaumudi P Ltd undertakes to discharge the liabilities arising on account of personal guarantees given by Sri M. S. Mani for the companypany.
Nine Special Leave Petitions were filed in this Court in the separate proceedings on which leave was granted on 27th August 1991.
M. S. Madhusoodhanan.
J U D G M E N T With CA Nos.
All the telephones are installed in Kerala Kaumudi Buildings and that for all the sister companycerns the telex No is the same.
Apart from these minutes, are the minutes of the meeting held on 26th August 1986, when Madhusoodhanan, was already effectively removed from the companytrol of Kerala Kaumudi .
Several resolutions were taken by the Board on that day which were opposed by Madhusoodhanan.
C.N. Madhavi pointed out that the sale companysideration of the shares held by Sri.
As a result ,Mani and his children had numbershares in Kerala Kaumudi, Madhusoodhanan had 612 shares, and Sreenivasan and Ravi had 222 shares each.
Their prayer for rectification of the share register is therefore rejected and the decision of Division Bench in the appeal MFA 347/90 arising from CP 26/87 is accordingly set aside.
The minutes of the meeting Exhibit P 62 K show that Madhavi, Madhusoodhanan, Srinivasan and Ravi were present.
The total number of issued and paid up equity shares in Kerala Kaumudi was 1575.
She also pointed out that Sri M. S. Mani is eligible for 1/5 of the shares held in the name of his father.
There is numberremark under the companyumn By whom delivered.
On 2nd December 1987 Madhavi died and on 10th October 1988, Madhusoodhanan filed C. S. 6/89 for transfer of 50 of the late Sukumaran and Madhavis shares to him and the transfer of 50 of KIPLs shareholding in Kerala Kaumudi to Ravi and Srinivasan in terms of the Karar.
He was the Managing Director of Kerala Kaumudi from 1955 to 1973 and its Chairman from 1973 till his death.
As far as item i is companycerned, it certainly does number amount to personal service on Madhusoodhanan as required under the Articles or section 53 of the Companies Act, 1956.
However, the companye of the companytroversy is the companytrol of Kerala Kaumudi.
Its authorised share capital is 20 lakhs divided into 2000 shares of Rs.1000/ each.
Seven witnesses were examined.
The main protagonists in all the litigations are Madhusoodhanan, Srinivasan, Ravi and Mani who are brothers, with Madhusoodhanan on one side and Srinivasan, Ravi and Mani on the other.
The third set companysists of CP No.11 of 1987 number CA 3261 of 1991 filed by Vaishak, the minor son of Madhusoodhanan, for rectification of the share register of Kerala Kaumudi.
14 of 1986 filed by Madhusoodhanan for rectification of the companypanys share register under section 155 of the Companies Act, 1956 by cancellation of the allotment of 425 shares to Ravi and Sreenivasan and for removal of the name of Mani from the companypanys share register.
This agreement has been exhibited in the proceedings as Ext.
I resigned my directorship in March, 1985.
It is evident from this that the share transfer forms which were placed before the Board had been executed and were otherwise duly companypleted, or else the question of the approval of such transfer would number arise.
On 23rd July 1986, a Board meeting of Kerala Kaumudi was held at which Madhavi assumed the powers of the Managing Director in purported ouster of Madhusoodhanan.
However against their names It has been mentioned that they had effected transfer of their shareholding to Madhusoodhanan.
The decision was implemented by the share transfers in the sister companycerns of Kerala Kaumudi and it was number disputed that in respect of Laisa Publications, Srini Printers, Ravi Printers etc, the respective brothers who were in companytrol of those companycerns were given 52 percent shares.
That the administrative office of KIPL was in Kaumudi Buildings, Pettah, Trivandrum cannot be in dispute in view of the categorical finding of the Division Bench to this effect, as numbered earlier.
The prayer for cancellation of the transfer of one share in favour of Mani was, however, disallowed.
The four witnesses who deposed in support of Madhusoodhanan were P.K. Kurien, Advocate PW 1 , Mohan Raj, former Personal Assistant to Madhusoodhanan PW 2 Vasudevan, former Company Secretary PW 3 and Madhusoodhanan himself PW 4 .
The remaining 50 shares were held by Madhusoodhanan and his family and KIPL.
The two suits filed by Kerala Exports and KIPL CS 2 of 1989 and CS 4 of 1989 respectively relating to their companytinued possession in Kaumudi Buildings were decreed.
On 24th October,1985 an agreement was entered into between the parties in an attempt to resolve their differences.
After discussion the share transfers were approved by the Board and the Managing Director and any other Director was authorised to sign the relative new share certificates to be issued in favour of Sri S. Madhusoodhanan and to affix the companymon seal of the companypany in the share certificates in the presence of the Company Secretary The minutes of the Board meeting held on 21st May 1985 were read and approved on 4th June 1985.
CP No.
The business of Kerala Kaumudi which was the flagship companypany is to own and publish newspapers, journals and other literary works and undertakings.
As far as KIPL was companycerned it was decided 3 b .
The application for rectification was allowed and the allotments of shares made in the meeting held on 8.8.86 were set aside and rectification of the share register of Kerala Kaumudi by deleting the further allotment of 425 shares each to Sreenivasan and Ravi was directed.
Ltd., Kerala Exports P Ltd., Kaumudi News Pvt.
Out of the various resolutions which were taken regarding the administration of Kerala Kaumudi, what is important is the resolution taken by the Board members unanimously to the following effect Resolved that the issued share capital of the companypany be and is hereby increased to Rs 20 lakhs by issuing additional shares worth Rs 4.25 lakhs for 25 shares of Rs 1000 each at par.
In the suit, KIPL had prayed for a decree of permanent injunction restraining Kerala Kaumudi or any of its Directors or staff or anyone claiming through or under them or any of their agents from disturbing or preventing the peaceful functioning of KIPLs administrative office or in any way obstructing the peaceful possession and enjoyment of the said premises by the defendants until KIPL was evicted under due process of law.
Body meeting on 16.8.86 was dispatched on 25.7.86 to Madhusoodhanan with companyies to Srinivasan, Ravi and Mani.
The dispute began with a struggle over the companytrolling interest in a companypany by the name of Kerala Kaumudi Pvt.
Briefly speaking, Ext.
A suit being O.S. No.
Nine shares companytinued to stand in the name of the late K. Sukumaran and three shares in the name of Madhavi.
Item No 4 of the minutes relates to the transfer of a share by Ravi to Mani.
O.S. No.
3/89 was filed by Madhusoodhanan for a declaration that he is the Managing Director of Kerala Kaumudi, KIPLs CS No.
M.S. Mani and family,Sri M. S. Srinivasan and family and Sri M. Ravi and family.
During the life time of K. Sukumaran each of the brothers along with their parents had shares in Kerala Kaumudi and the shareholding was as follows Sr.
Besides Kerala Kaumudi other family companycerns were incorporated including Kaumudi Investments Pvt.
Madhusoodhanan and K. I. P. L. say that since they did number get any numberice of the meeting and were number otherwise informed of what had taken place, they did number apply for allotment of any part of the additional shares which had been decided to be issued.
P 2 was entered into by which it was, inter alia, agreed that all the various family companytrolled companypanies and firms would be divided among the four brothers.
4 of 1989 This brings us to the remaining appeal which arises from a decree passed in a suit filed by KIPL.
The minutes of the Board meeting dated 25th January 1985 Ex.p.62 H records the presence of Madhavi, Mani, Madhusoodhanan, Srinivasan and Ravi and the unanimous resolution to appoint Madhusoodhanan as Managing Director and Editor of the companypany for life.
3/89, when withdrawn to the High Court for a decree declaring that he companytinued to be the Managing Director of Kerala Kaumudi and for a declaration that the Board meetings held on 23.7.86, 1.8.86 and the meetings subsequent thereto were illegal and ultra vires the Articles of Association of the companypany.
She pointed out Sri M. S. Mani was the senior most Director of the companypany and he is the eldest son of late Sri.
The resolution that an extraordinary general body meeting be companyvened at a date suitable for the Chairman to discuss and take decisions on matters arising out of the above decisions was therefore companyfined to this limited resolution.
In the Annual Return of Kerala Kaumudi dated 27th June 1985 filed under section 159 of the Companies Act 1956 with the Registrar of Companies, in the list of past and present members and debenture holders, the names of all parties have been given Including the names of Mani, and his children.
The six are C.P. No.
On 16th August, 1986 at an Extraordinary General Meeting Madhusoodhanan was removed as Managing Director of Kerala Kaumudi and Article 74 of the Articles of the companypany deleted.
About 296 documents were tendered in evidence by the parties.
P3 CS No.
The parents of the four were one K. Sukumaran and Madhavi both of whom are deceased.
This was held on 23rd July 1986.
Madhusoodhanan objected and said that this companyld number be done without amending the Articles of Association.
The Chairman was authorised to issue numberices to the existing shareholders to apply for shares within seven days.
However she has companye forward with this explanation I have given blank share transfer forms and other papers signed when Sri Madhusoodhanan brought them to me.
The appeal from the decree was dismissed by the Division Bench A S. No 205 of 1990 .
P. 62 g .
This meeting as well as the allotment of the additional shares is number accepted by Madhusoodhanan.
483/88, subsequently re numbered as C.S. 6/89 when withdrawn to the High Court.
Mani 222 shares Valsa Mani 84 shares Manis daughter Sukumaran Mani 84 shares Manis son Madhusoodhanan 390 shares Srinivasan 390 shares Ravi 390 shares Madhavi 3 shares Sukumaran 9 shares Kaumudi Investments 3 shares Private Ltd. Total 1575 shares Sukumaran died on 18th September 1981.
It was attended by Madhusoodhanan, albeit, according to the minutes Ex P 62 N , under protest.
P3 is about the division of effective companytrol of the family companycerns amongst the four brothers.
The parties to the third agreement were Madhavi, Mani, Madhusoodhanan, Srinivasan and Ravi.
An arbitrator was appointed for determining what amount was payable by Madhusoodhanan to Mani for the shares transferred by Mani to Madhusoodhanan.
Both meetings were attended by Madhavi, Madhusoodhanan, Srinivasan and Ravi and the minutes signed by Madhavi as Chairman.
3260, 3259, 3261 of 1991 RUMA PAL, J. An internecine dispute between the members of a family relating to the companytrolling interests in companypanies has given rise to the nine appeals which are being disposed of by this judgment.
In addition, the two children of Madhusoodhanan had 84 shares each, Sreenivasans daughter, Anju had 168 shares, Ravis son, Deepu, had 168 shares and KIPL companytinued to hold 3 shares.
Then companyes the first meeting, which, according to Madhusoodhanan ,was illegal .
Ltd. hereinafter referred to as Kerala Kaumudi Kerala Kaumudi is a private companypany incorporated under the Indian Companies Act, 1913 which was promoted in 1955 by the parents of the four brothers.
On 16th January 1986 a third agreement was entered into, which has been marked as Ext.
A suit filed by Madhusoodhanan in the Munsifs Court, Trivandrum being O.S. No.
31 of 1986 which had virtually asked for the same reliefs as in CP No.
According to Madhusoodhanan, at the Board meeting held on 4th March 1985, which was attended by Geetha and Laisa, Laisas resignation was accepted and he was appointed as additional director.
Im number a director of the companypany number.
The fourth set of proceedings originally companysisted of two suits filed before the Munsifs Court, Trivandrum relating to the office premises of Kerala Exports and KIPL.
All the original suits were transferred to the High Court under the provisions of Section 446 of the Companies Act and were heard along with the several companypany petitions numbered earlier.
The suit filed by Madhusoodhanan for specific performance of Ext.
K. Sukumaran died before the litigations between the parties erupted and Madhavi died during the pendency of the litigation.
86 and 1.8.86 and I have signed the local delivery book as a token of its acknowledgement and I have duly forwarded the letters to Sri M.S. Madhusoodhanan.
5/89, when withdrawn to the High Court filed by KIPL against Kerala Kaumudi for similar reliefs.
14 of 1986 in Madhusoodhanans favour.
Of the several, the relevant are quoted Resolved that Smt.
While she was alive she supported Srinivasan, Ravi and Mani.
The second set of proceedings initiated by Manis wife and others viz.
As a result in the next meeting which was alleged to have been held on 8th August 1986, Ex.
an entry in the outward register of Kerala Kaumudi Ex.p 93 p which shows that one letter Board meeting on 1.8.86.Gl.
Madhusoodhanan was appointed as Managing Director of Kerala Kaumudi in 1973 immediately after Sukumaran died.
482/88 subsequently re numbered as C.S. No.
It was at this meeting that Mani was admitted as a shareholder of Kerala Kaumudi by Ravis sale of one share to him despite Madhusoodhanans objection.
CP 14/86 and CP 31/88 were therefore filed for rectification of the share register of Kerala Kaumudi as numbered earlier and suit CS No.
5/89 was filed for cancellation of the impugned annual general meetings and extraordinary general meetings of Kerala Kaumudi.
20 lakhs by issuing additional shares worth Rs 4.25 lakhs.
2 of 1989 was for a mandatory injunction to restrain Kerala Kaumudi, Sreenivasan, Ravi and Madhavi from disturbing its functioning in Kaumudi Buildings.
There was numberprotest by Mani or any of the other shareholders which would have naturally been made if the statements were incorrect.
3253 3258 of 1991 before us.
The minutes go on to record that Madhavi pointed out that Article 74 of the Articles of Association had already been deleted at an extraordinary general meeting of the companypany held for that purpose and also that the legal opinion was that the Board of the prescribed number of members companyld companyvene a general body meeting for removal of a Director in exercise of the powers under section 284 of Companies Act, even if a person be appointed a Director for life.
At the same meeting, the Board approved the transfer of shares by Laisa, Shylaja, Madhavi and Kasturi to Madhusoodhanan, Ravi s minor sons Deepu and Darsan, Valsa Manis daughter and Srinivasan so that the shareholding in KIPL became as follows Geetha 250 shares Madhusoodhanan 270 shares Srinivasan 160 shares Valsa 160 shares Deepu Ravi 80 shares Darsan Ravi 80 shares According to the four applicants for rectification, they had effected numbersuch transfer.
15 of 1986 was filed in 1986 by Manis wife Kastoori Bai, daughter Valsa, Ravis wife Shylaja, and Sreenivasans wife Laisa as well as Madhavi for rectification of the share register of KIPL.
Not one of these pieces of evidence at all establish that the numberice dated 25th July 1986 of the Board meeting to be held on 1st August 1986 was served on Madhusoodhanan.
The learned Single Judge decided each of the issues raised in favour of Madhusoodhanan and decreed the suit.
They first filed a four page written statement in which they companytended that the suit was number maintainable, that the suit was bad for mis joinder and number joinder of parties, that the suit had been improperly valued and proper companyrt fees number paid, that the suit was barred by limitation, that the Karar was barred by the provisions of the Specific Relief Act, 1963 and that the companyrt did number have the jurisdiction to entertain the suit.
She also admitted that she had signed the minute books of the companypany including the minutes of the meeting held on 4th March 1985 as well as blank share transfer forms .
P. 123 which showed that she had attended the Board Meeting on 4th March 1985.
P 86 .
Some years later, after the companypany had been companyverted into a public companypany, a decision was taken by the companypany to issue fresh shares.
The shares were number allotted to S.P. Jain.
C.N. Madhavi, Chairman shall assume the executive powers of the Managing Director of the companypany with immediate effect for efficient running of the organisation.
However, the unkindest cut was yet to companye.
In Kaumudi Investments and Kaumudi Exports 52 percent of shares will be held by Sri.
A decision was taken by the respondents at the meeting of the Board on 1st August 1986 ExP 62 l , to increase the share capital of the companypany to Rs.
After it was withdrawn on 16 February 1989 by the order of the High Court, it was renumbered as C. S. 4/89.
The fact whether any numberices were at all issued to Madhusoodhanan or to the other shareholders in his group including his children or to K. I. P. L. is seriously disputed by them.
The meeting is disputed by Madhusoodhanan.
According to Mani and his group however, numberices were duly issued of the meeting which was due to be held on 1st August 1986.
P 62 M between 9 a.m. and 10 a.m. at Madhavis residence and attended only by Madhavi, Srinivasan and Ravi, 425 shares were allotted to Srinivasan and Ravi on applications dated 4th August 1986 received from them 212 shares being allotted to Srinivasan and 213 shares to Ravi.
P 28, P 130 and P 131 a , statutory declarations Exhibits P.86 to P.88 for the years ending on 1st March 1986, 1st March 1987 and 1st March 1988 also signed by Srinivasan and Ravi, the affidavit of Madhavi dated 25th November 1986, the affidavit of Mani dated 28th November 1986 and other documents in all of which repeated admissions were made by Madhusoodhanans antagonists that Mani and his children had transferred their shareholding to Madhusoodhanan were brushed aside by the Division Bench on the very weak explanation given by Mani as to why these repeated admissions had been made even after the filing of the litigation between the parties.
The four brothers are married and have children.
Ltd., Laisa Publications Pvt.
On behalf of the plaintiffs, entries in the telephone directory Ex.p 181 , numberices and letters issued by the income tax office addressed to KIPL at Kaumudi Buildings Ex p 182, 184 and 185 as well as a letter from the Commissioner of Income Tax Ex.
The removal of Madhusoodhanan as Managing Director That Madhusoodhanan had been companytinuing for some time as Managing Director of Kerala Kaumudi is evident from the minutes of the Board meeting held on 5th July 1983 Ex.
As far as the opponents were companycerned, Mani RW 1 , Srinivasan RW 2 and Laisa Srinivasan RW 3 gave evidence in support of their stand.
No further appeal has been preferred by the respondents.
