1. This Bench by a common order made on 14.05.2004 in C.P.No.30 of 2003 and C.P.No.33 of 2003, in the affairs of M/s St. Mary's Hotels Private Limited and M/s T.O Abraham and Company Engineers and Contractors Private Limited, directed, after considering the pleadings as well as documents and elaborate arguments advanced on behalf of the contesting parties, as under:

"15. The allotments made in favour of the respondents 2 to 5 and the appointment of the respondents 4 & 5 as directors of the Company are liable to be set aside. However, the same are not done. Though the cure may, perhaps, be more serious than the disease, yet, applying the principles enunciated by the apex court in Needle Industries (India) Ltd. (supra) that the allotments were found to be made in the interest of the ACECPL and to meet the statutory requirement and also in view of the final order proposed to be passed by me, I am constrained to come to this conclusion. Since, the removal of the second respondent from the post of Managing Director is prima facie not in accordance with Saw, the second respondent shall continue to be the Managing Director of the ACECPL. The irreconcilable and deadly relationship between the parties as borne out by the reply statement filed on behalf of the petitioners, the relevant portion of which reading as under:

"The second respondent forcibly taken away two vehicles used by the petitioners with the help of goondas and the Thiruvalla Police registered a compliant under Section 380 of IPC and now the police authorities have recovered the vehicles and produced before the Magistrate for release. In fact recently, Mr. T.O. Abraham Baby was assaulted by the gang engaged by the second respondent under his leadership and the said Mr. T.O. Abraham Baby sustained fracture and admitted to hospital and the criminal action has been taken cognizance by the police authorities and action is being initiated against the second respondent. Similarly the second respondent assaulted and injured Gigy Kuriakose and he is also hospitalized and the complaint is taken cognisance by the police authorities and a criminal action is in contemplation against the second respondent. There has been a threat from the second respondent against the first petitioner and even charged him that if the first petitioner were to succeed that the second respondent would kill the first petitioner. Such is the harassment by the second respondent against the members of the families of the petitioners against whom the second respondent has a grouse and wanted to eliminate them from St. Mary's Group", (para 59 at page 39) could be remedied and the interests of the both the groups could be safeguarded only when either of the groups sells their shares and part their ways in the interest of the ACECPL. Its is on record that the petitioners were taking the initiative to form a new company for running the similar business and that the second respondent is found to be in the helm of affairs of the ACECPL. Therefore, the petitioners will transfer their shares at the value determined by a valuer in favour of the respondents and for the purpose of appointing a valuer acceptable to both the groups, the matter will be called on 21.07.2004 At 10.30. A.M.

16. Accordingly, both the petitions are disposed of in these lines, reserving the right to appoint a valuer and issue consequential directions. No order as to cost."

2. The respondents 1 to 3 in C.P.No.30 of 2003 and the petitioners in C.P. No.33 of 2003 aggrieved by the aforesaid order preferred appeals before the High Court of Kerala in C.A.Nos.33 and 36 of 2004 respectively, which resulted in setting aside the order of the CLB, thereby remitting the matters back to the CLB to adjudicate afresh in terms of the judgment dated 0! .03.2005. The Supreme Court by order dated 22.04.2009 made in civil appeal No.3446 of 2006 preferred by the petitioners affirmed the common judgment and order dated 01.03.2005 of the High Court of Kerala, the re