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These six matters are now numbered as CA Nos. 3253-3258 of 1991 before us.

The second set of litigation being Company Petition No. 15 of 1986 was filed in 1986 by Mani's wife Kastoori Bai, daughter Valsa, Ravi's wife Shylaja, and Sreenivasan's wife Laisa as well as Madhavi for rectification of the share register of KIPL. This is now numbered as CA 3260 of 1991.

The third set consists of CP No.11 of 1987 ( now CA 3261 of 1991) filed by Vaishak, the minor son of Madhusoodhanan, for rectification of the share register of Kerala Kaumudi.

The Single Judge decided CP No. 14 of 1986 in Madhusoodhanan's favour. The application for rectification was allowed and the allotments of shares made in the meeting held on 8.8.86 were set aside and rectification of the share register of Kerala Kaumudi by deleting the further allotment of 425 shares each to Sreenivasan and Ravi was directed. The prayer for cancellation of the transfer of one share in favour of Mani was, however, disallowed. However, the petition filed by KIPL (CP No. 31 of 1986) which had virtually asked for the same reliefs as in CP No. 14 of 1986 was dismissed by the learned Single Judge on the ground of delay. Madhusoodhanan's suit (C.S. No. 3 of 1989) and KIPL's suit (CS No.5 of 1989), were decreed by holding inter alia that the meetings held on 23.7.86, 1.8.86, and 17.8.86 in so far as they affected Madhusoodhanan and by which Madhusoodhanan had been removed as Managing Director and Article 74 of the Articles of Association of the company was deleted, were illegal and invalid. Madhusoodhanan was declared to be the Managing Director of the Company. The suit filed by Madhusoodhanan for specific performance of Ext. P3 (CS No. 6 of 1989) was also decreed. Mani and his children's application for setting aside the transfer of 390 shares (CP No.26/87) was dismissed. An arbitrator was appointed for determining what amount was payable by Madhusoodhanan to Mani for the shares transferred by Mani to Madhusoodhanan. The second set of proceedings initiated by Mani's wife and others viz. CP No. 15 of 1986, for rectification of the share register of KIPL and the third set filed by Madhusoodhanan's minor son, Vaishak for rectification of the share register of Kala Kaumudi (CP No. 11 of 1987) were dismissed.

(c) What would be the value of one share on the date of Madhavi's death ?

It will be open to the parties entitled to the consideration as determined by the Arbitrators to recover the sums due to them from Madhusoodhanan".

Rectification of the Share register of KIPL The application for the rectification of the share register of KIPL under Section 155 of the Companies Act was filed by Mani's wife and daughter -- Kastoori and Valsa respectively, Srinivasan's wife -- Laisa, and Ravi's wife --Shylaja. Of the 1000 shares issued of KIPL, Madhavi had 10, Kastoori had 240, Valsa had 10, Madhusoodhanan's wife, Geetha, had 250,Laisa had 250 and Shylaja and 240 shares in 1985. On 4th March 1985, Laisa who, along with Geetha, was a director of the company till then, resigned. She has admitted her resignation in her evidence when she said "I became the director of the company in 1972. I became a shareholder of the company in 1972. I'm not a director of the company now. In March, 1985 I ceased to be a director. I resigned my directorship in March, 1985".

No further reason has been given by the Division Bench for upholding the prayer for rectification of the share register of KIPL. We have, therefore, no compunction in setting aside the decision of the Division Bench and restoring that of the learned Single Judge dismissing the application.

Rectification of the Share Register of Kala Kaumudi The next matter is the application for rectification of the Share Register of Kala Kaumudi filed by the minor son of Madhusoodhanan, Visakh ( CP 11/87; MFA No. 285/90; CA 3261/91). This appeal need not detain us as both the courts below have concurrently held that the application had no merit.