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ST. MARY’S HOTEL PVT. LTD. AND ORS. Versus T.O. ALEYAS AND ORS.

2016 (11) TMI 80 - SUPREME COURT OF INDIA

Exercise of jurisdiction under Section 10F of the Companies Act, 1956 by the High Court - Held that:- Exercise of jurisdiction under Section 10F of the Companies Act, 1956 by the High Court to interfere with the order of the CLB cannot be faulted. If the subject matter of the appeal before the High Court was limited to the validity of the transfer of 2,20,000 shares from Bobby Kuriakose to T.O. Abraham, the interference made with the entire of the Resolution dated 17.04.2002 thereby invalidating .....

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,Adv., Mr. M. P. Vinod,Adv., Mr. Himinder Lal,Adv., Mr. P. S. Sudheer,Adv., Ms. Usha Nandini. V,Adv. JUDGMENT 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 .....

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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 Extr .....

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eliefs 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 .....

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for the conclusions recorded in the said judgment dated 31.03.2015. 40. The CLB, at the earlier point, found that there was no material to find that one fifth of the shares should be allotted to each families of the sons of Kuruvila Onnittan nor was there evidence with respect to the decisions taken on 17.4.2002. The situation remains as such even now. Presently, the CLB found that the fact that Bobby Kuriakose did not take proceedings against the transfer of shares, even after a sufficiently lo .....

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nding between the parties . Theory of parity amongst the five branches, appears to be a figment of imagination of the petitioners and hence the transfer of 2,20,000 shares from Bobby Kuriakose to T.O. Abraham, could not be declared null and void, is the finding of the CLB. 41. We cannot, but say that, the said finding has been entered on mere surmises and conjectures and the Tribunal has not looked into the evidence of such transfer, as per the provisions of the Companies Act or otherwise. No pr .....

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e would not elaborate on the decisions placed under Section 111 since the delay was projected to contest the parity sought by Abraham group and the rectification of the register conferring 20% on each family. Having found against parity, delay aspect would be inconsequential. 43. We feel that the CLB s findings upholding the transfer and the decision on 17.04.2002 is based on no evidence. We are unable to agree with the CLB that the transfer effected and affirmed by the Board on 17.04.2002 was v .....

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or evidence as to how a shareholder, having substantial interest in the company, transferred majority shares to the Managing Director, thus rendering himself a rank minority. There were also considerable amounts, more than 57 lakhs outstanding as loans to be repaid by the company to Bobby Kuriakose. The decisions taken are not properly taken at the Board Meeting as per the provisions of the Companies Act. The decision in toto on 17.4.2002 would have to go. In such circumstance we restore the par .....

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