Hon'ble Judges/Coram:
Ruma Pal and Arun Kumar

JUDGMENT

Arun Kumar, J.

1. 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 and 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 ten rooms, besides a restaurant with a bar attached to it. The partners who were running the hotel were interested in selling it immediately. Ramanujam further informed Prathapan that the hotel was available for down payment of Rs. 6 lakhs (Rupees Six Lakhs). The purchaser, in addition, had to take upon a liability of about Rs. 18 lakhs (Rupees eighteen lakhs) which was standing on the hotel. Ramanujam offered to look after the business of the hotel till Prathapan decided to return to India. The parties decided to go ahead with the purchase of the hotel for which Prathapan agreed to send Rs. Five Lakhs. Ramanujam was to get a salary for the services to be rendered by him in looking after the business of the hotel. A company by the name of Dale and Carrington Investments Private Limited was incorporated on 4^th November, 1986 for the hotel business. Ramanujam and his wife Draupathy were shown as the promoters of the company. On the request of Ramanujam, Prathapan sent a Bank Draft in the sum of Rs. 5 lakhs (Rupees Five Lakhs) favouring his mother Kalyani Kochuraman on 3rd March, 1987. The draft was sent in the name of the mother because Prathapan was an NRI and the company could not receive money directly from him. The device of money being first sent in the name of Prathapan's mother and thereafter the mother transferring it to the company, was suggested by Ramanujam in his letter dated 25^th February, 1987 to Prathapan. The Hotel was accordingly acquired by the company in March,........