K. VINOD CHANDRAN, J.

1. Sibling rivalry, history reveals, has been the major cause of downfall of kingdoms and empires; which remains the bane of the empires of the modern world - the business empires. Kuruvila Onnittan, formed a business group, under the name of 'St.Mary’s Group’, which diversified into various business ventures. His five sons, though some initially engaged in other vocations, followed his foot-steps in business and set up various businesses. Three of the said sons of Kuruvila Onnittan are no more. The remaining two with the progeny of the deceased three, are now orchestrating the dissolution of their business empire, which include the St.Mary Hotels Private Limited (for brevity SMHPL), T.O.Abraham & Co. Engineers & Contractors Pvt. Ltd. (for brevity ACECPL), M/s. Cavunal Rubber Estate, St.Mary’s Motors, Travancore Bankers and so on and so forth.

2. The five sons of Kuruvila Onnittan are T.O.Kuriakose, T.O.Zachariya, T.O.Baby, T.O.Abraham and T.O.Aleyas, in order of their birth. Only the youngest two are alive now and they belong to two different groups. One son of deceased T.S.Zachariya aligns with T.O.Abraham. All the other children of the three deceased sons of Kuruvila Onnittan align with T.O.Aleyas. The two groups are referred to as Abraham group and Aleyas group herein. The major player in the Aleyas group is Boby Kuriakose. S/o.T.O.Kuriakose, who has filed one of the appeals against the order of the Company Law Board, Principal Bench, New Delhi (for brevity ‘C.L.B.’) C.P.30/03 (C.H.E.). The other appeal is filed by the other petitioners in the Company Petition. The Company Petition was connected with another Company Petition, dealing with A.C.E.C.P.L. with which we are not concerned, since, the order of the ‘C.L.B.’, with respect to that company, is not under challenge.

3. C.P.30/03 is concerned with the affairs of S.M.H.P.L., which is engaged in running two hotel projects, situated in Kottayam under the name, “The Lake Village” and “Windsor Castle”. Whether the said company was formed with the joint effort of the five families and if not, whether there was any intention to share equally in the said company, is the issue raised. The Aleyas group asserts uniformity in shareholding to five groups, each comprising the children of the three deceased brothers and the two surviving brothers, as the ultimate goal. However, the Abraham group refutes the same and contends for the position that they have the major shareholding in the company, with no intention of the brothers’ families having equal share. The Aleyas group itself is a negligible minority; by the voluntary act of Bobby Kuriakose, who transferred his shares to T.O.Abraham, is their case.

4. It is not disputed that, at the time of incorporation of the company, the subscribers to the Memorandum of Association (M.O.A.), were the first directors of the company, viz., T.O.Abraham, T.O.Aleyas and Binu Zachariya, each with one thousand shares. On the further allotment of shares, specifically issued on 19.10.2001, Bobby Kuriakose also became a shareholder of the company. T.O.Aleyas and T.O.Abraham were allotted an additional 2.99 lakh shares each, taking their total holding to three lakh shares. Binu Zachariya was allotted 4.99 lakh shares, thus making him the highest shareholder, with five lakh shares. Bobby Kuriakose was allotted four lakh shares. So much is admitted by all parties.

5. It is to be noticed that, none of the minutes of the Board of Directors of the company is available and both sides allege that, the other is instrumental in destroying or suppressing the same. Conflicting allegations are made as to the management of the company, the appointment of the Managing Director, as also the various proceedings in the civil courts. The Aleyas group is alleged to have initiated three suits in all, one at Thiruvalla and two at Ernakulam, in a desperate attempt to get hold of the management. The two suits at Ernakulam were filed in a Court wi