M S MADHUSOODHANAN Vs. KERALA KAUMUDI PRIVATE LIMITED

JUDGEMENT

(1.) AN internecine dispute between the members of a family relating to the controlling interests in companies has given rise to the nine appeals which are being disposed of by this judgment. Given the number and nature of the proceedings, to avoid any confusion, the parties are referred to by their names and not in the capacity in which they have sued or been sued except when describing the collective stand of all the respondents in these appeals, when they are referred to simply as 'the respondents.

(2.) 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 parents of the four were one K Sukumaran and Madhavi both of whom are deceased. K. Sukumaran died before the litigations between the parties erupted and Madhavi died during the pendency of the litigation. While she was alive she supported Srinivasan, Ravi and Mani. THE four brothers are married and have children. 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 considered. THE dispute began with a struggle over the controlling interest in a company by the name of Kerala Kaumudi Pvt. Ltd. (hereinafter referred to as Kerala Kaumudi)

(3.) SUKUMARAN died on 18th September 1981. He was the managing director of Kerala Kaumudi from 1955 to 1973 and its Chairman from 1973 till his death. He was succeeded as Chairman by his widow Madhavi. Madhusoodhanan was appointed as managing director of Kerala Kaumudi in 1973 immediately after SUKUMARAN died. On 25th January 1985, Madhusoodhanan was appointed as managing director and editor of Kerala Kaumudi for life. He was also empowered to exercise the powers given to the director under Article 79 of the Articles of Association. 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. To give effect to these appointments, Article 69A and Article 74 of the Articles of Association of Kerala Kaumudi were amended.