JUDGMENT

Arun Kumar, J.-P.K. Ramanujam, appellant 2 and P.K. Prathapan and his wife Pushpa Prathapan, respondents 1 and 2 are the contesting parties in this litigation. Appellant 1 is the company in which they are all shareholders and the litigation is about its control management. Both parties are making claims to the right to control and manage the company. Briefly the facts are: Ramanujam had returned to Kerala, his native place, after resigning his job as an accountant in England in the year 1983. He was looking for an opportunity to work. Prathapan, also a native of Kerala, had been working in Muscat since long and was staying there alongwith his family. The mother of Prathapan, named Kalyani Kochuraman, was living in Kerala. Prathapan had two sons. According to Prathapan his sons were desirous of returning to India and settling down in their native place. Therefore, Prathapan wanted to set up some business in India in order to settle his sons. Since the parties are relations they were in touch with each other. Towards the middle of 1987 Ramanujam informed Prathapan that a hotel called Hotel Siddharth in a town called Chalakudy, was available for sale. The hotel building had