Kerala High Court
A.V.Vimalchand vs Gopinathan Unnithan on 13 October, 2025
2025:KER:75992
OP(C) NO. 2498 OF 2025
1
IN THE HIGH COURT OF KERALA AT ERNAKULAM
PRESENT
THE HONOURABLE MR. JUSTICE K. NATARAJAN
MONDAY, THE 13TH DAY OF OCTOBER 2025 / 21ST ASWINA, 1947
OP(C) NO. 2498 OF 2025
AGAINST THE ORDER/JUDGMENT DATED 10.10.2025 IN OS NO.93 OF 2025
OF ASSISTANT SESSIONS COURT/SUB COURT / COMMERCIAL COURT, MAVELIKKARA
PETITIONER/S:
A.V.VIMALCHAND
AGED 65 YEARS
S/O. ACHUTHAN PILLAI, RESIDING AT THAZHATHOTTATHU @
VANUVELIL PUTHENVEEDU, PRAYAR NORTH MURI, PUTHUPPALLY
VILLAGE, KARTHIKAPPALLY TALUK, ALAPPUZHA., PIN - 690547
BY ADV SRI.T.S.HARIKUMAR
RESPONDENT/S:
1 GOPINATHAN UNNITHAN
AGED 80 YEARS
S/O RAGHAVAN UNNITHAN, RESIDING AT THOPPIL HOUSE, SOUTH
KOCHUMURI, KRISHNAPURAM VILLAGE, KARTHIKAPPALLY TALUK,
ALAPPUZHA., PIN - 690526
2 LEKHA P.
AGED 63 YEARS
W/O K.S.SREEKUMAR, RESIDING AT DEVI BHAVAN, PRAYAR NORTH
MURI, PUTHUPPALLY VILLAGE, KARTHIKAPPALLY TALUK,
ALAPPUZHA., PIN - 690547
3 RAMAN PILLAI
AGED 80 YEARS
S/O KUNJIKRISHNA PILLAI, RESIDING AT THUSHARA, PRAYAR
NORTH MURI, PUTHUPPALLY VILLAGE, KARTHIKAPPALLY TALUK,
ALAPPUZHA., PIN - 690547
4 R.RAJAN PILLAI
2025:KER:75992
OP(C) NO. 2498 OF 2025
2
AGED 65 YEARS
S/O VASUDEVAN PILLAI, RESIDING AT CHALAYIL, PRAYAR NORTH
MURI, PUTHUPPALLY VILLAGE, KARTHIKAPPALLY TALUK,
ALAPPUZHA., PIN - 690547
5 DR.S.GEETHAMOHAN
AGED 70 YEARS
S/O SIVARAMAN NAIR, RESIDING AT PARETHU(VISAKAM) PRAYAR
NORTH MURI, PUTHUPPALLY VILLAGE, KARTHIKAPPALLY TALUK,
ALAPPUZHA., PIN - 690547
6 SARASWATHI AMMA
AGED 80 YEARS
MAVANNOR, CHANGANKULANGARA MURI, OACHIRA VILLAGE,
KARUNAGAPPALLY TALUK, KOLLAM., PIN - 690528
7 I.ASHARETH
AGED 55 YEARS
W/O LATE RAJENDRA KUMAR, RESIDING AT MANJADIYIL HOUSE,
PRAYAR NORTH MURI, PUTHUPPALLY VILLAGE, KARTHIKAPPALLY
TALUK, ALAPPUZHA., PIN - 690547
8 N.P.GAYATHRI DEVI
AGED 41 YEARS
D/O NARAYANAN NAIR, RESIDING AT ANIL BHAVANAM, PRAYAR
NORTH MURI, PUTHUPPALLY VILLAGE, KARTHIKAPPALLY TALUK,
ALAPPUZHA., PIN - 690547
9 M/S. VIDYA PRACHARANAM PVT. LIMITED
(CIN: UU80301 KL 1948 PTC001326), REGD. OFFICE, RVSM
HSS, PRAYAR, PRAYAR NORTH MURI, PUTHUPPALLY VILLAGE,
KARTHIKAPPALLY TALUK, ALAPPUZHA, REPRESENTED THROUGH
MANAGING DIRECTOR, DR.P.BALACHANDRAN, S/O PADMANABHAN
NAIR, MANNARAMEENATH, PRAYAR NORTH MURI, PUTHUPPALLY
VILLAGE, KARTHIKAPPALLY TALUK, ALAPPUZHA., PIN - 690547
10 THE MANAGER
RVSM(RAMA VARMA SHASHTYABDAPOORTHI MEMORIAL) HIGHER
SECONDARY SCHOOL, PRAYAR NORTH MURI, PUTHUPPALLY
VILLAGE, KARTHIKAPPALLY TALUK, ALAPPUZHA., PIN - 690547
THIS OP (CIVIL) HAVING COME UP FOR ADMISSION ON 13.10.2025, THE
COURT ON THE SAME DAY DELIVERED THE FOLLOWING:
2025:KER:75992
OP(C) NO. 2498 OF 2025
3
JUDGMENT
Dated this the 13th day of October, 2025
This original petition has been filed by the 1 st defendant
for issuing a direction to the Sub court, Mavelikkara, to issue
a carbon copy of the order in I.A No. 1/2025 passed in O.S
No.93/2025 dated 10.10.2025 in pursuance to Ext.P6
application filed by the petitioner. In the meantime, as an
interim relief, stay the order or kept abeyance of the order in
I.A No.1/2025 passed by the trial court on 10.10.2025.
2.Heard the arguments for the learned counsel for the
petitioner and counsel for respondents 1 and 2.
3.The counsel for the petitioner has contended that the
respondent Nos.1 and 2 have filed the suit before the trial
court in O.S No.93/2025 for seeking various relief before the
trial court and also filed I.A No.1/2025, seeking an injunction
to restrain the petitioner, who is arrayed as the 1st defendant,
from conducting the Extraordinary General Meeting (EGM)
2025:KER:75992
OP(C) NO. 2498 OF 2025
today i.e., 13.10.2025, at 11:00 AM. The trial court, after
hearing the arguments, passed the order restraining the
petitioner from conducting the EGM vide the order dated
10.10.2025.
4.The learned counsel for the petitioner contended that,
though an order has been passed on 10.10.2025, the
petitioner wants to file an appeal before the District Court
under Order XLIII Rule 1 of CPC. However, since a copy of
the order has not been furnished to the petitioner and there
is no breathing time to file the appeal, therefore, a direction
must be issued to the trial court to issue a carbon copy of the
impugned order passed on I.A No. 1/2025 and till the
petitioner approaches the appellate court and files the
appeal, the operation of the impugned order be stayed and
kept in abeyance.
5.The learned counsel for the petitioner also contended
that the petitioner had already moved an application under
Order VII Rule 11 of CPC for rejection of the plaint on the
2025:KER:75992
OP(C) NO. 2498 OF 2025
ground that the suit itself is not maintainable before the Civil
Court, in view of Sections 241, 242 and 430 of the Companies
Act, 2013. Therefore, the trial court has no jurisdiction to
maintain the suit. Therefore, the trial court is also directed to
pass an order on the interlocutory application filed by the
petitioner under Order VII Rule 11 of CPC, and therefore, the
order under challenge shall be kept in abeyance till
approaching the appellate court.
6.The learned counsel for the respondent appeared and
seriously objected mainly on the ground that the respondent
ie., the defendant No.8 was the company, where the
respondent Nos.1 and 2 are the members of the company and
the shareholders. There was an AGM conducted by the
respondent company on 15.11.2024, the same was
challenged by the very petitioner before the Company Law
Tribunal by filing a company petition (C) 39/2024, and the
Company Law Tribunal already dismissed the application on
23.06.2025.
2025:KER:75992
OP(C) NO. 2498 OF 2025
7.The petitioner also filed an appeal before the Company
Appellate Tribunal, which was dismissed. Despite this, the
petitioner approached this Court by filing a petition to stay
the order, even though a statutory remedy of appeal is
available under Order 43 of the CPC. Therefore, the
petitioner is required to approach the District Court to
challenge the order, and this Court cannot grant a stay.
8.It is also contended that the meeting allegedly convened
by the petitioner had already lapsed, as it was scheduled for
11:00 AM on 13.10.2025. Therefore, the notice issued in this
regard has become infructuous, and there is no question of
granting a stay on the order by this court. Accordingly, it is
prayed that the interim relief sought by the petitioner be
dismissed.
9. However, the respondent has no objection to issue a
direction to the court concerned for issuing a carbon copy or
certified copy of the order passed by the trial court in I.A
2025:KER:75992
OP(C) NO. 2498 OF 2025
10.Considering the arguments advanced by both sides and
upon perusal of the records, though there is contention raised
by the petitioner, who is the defendant No.1 in the suit, and
after hearing the petitioner, the trial court passed the
impugned order on I.A No.1/2025 on 10.10.2025. Of course, the
petitioner may be entitled to some breathing time to file an
appeal, and it is also relevant to note that the petitioner had
scheduled the EGM for today ie., 13.10.2025 at 11:00 AM.
Therefore, even if time were granted, the petitioner would not
be in a position to conduct the meeting, as the scheduled time
has already lapsed. The matter came up before this Court at
2:25 PM, well after the proposed meeting time.
11.Though the petitioner's counsel advanced various
contentions and referred to the report submitted to the
concerned authority on or before 30.09.2025, that time has
already lapsed.
12.If such being the case, the petitioner has not made out
a case for staying the impugned order as the time and date of
2025:KER:75992
OP(C) NO. 2498 OF 2025
the proposed meeting have already expired. Therefore, this
court cannot grant a stay of the impugned order on I.A 1/2025.
13.That apart, learned counsel for the respondent
submitted that the petitioner had earlier challenged the AGM
meeting conducted by the respondent company on 15.11.2024
before the Company Law Tribunal and suffered an adverse
order on 23.06.2025. Though the petitioner stated that the
appeal is still pending but the respondent counsel contends
that the appeal has already been dismissed. Be that as it may,
whether the appeal is pending or already dismissed, the
petitioner has already approached the Company Law Tribunal
and also the Appellate Tribunal. If such being the case, the
petitioner can raise those grounds again in the appeal proposed
to be filed before the District Court under Order XLIII Rule 1
of the CPC.
14.That apart, since the trial court passed the impugned
order by looking into the urgency of the relief sought by the
respondent and after hearing the petitioner, the trial court
2025:KER:75992
OP(C) NO. 2498 OF 2025
ought to have issued a carbon copy immediately for the purpose
of challenging the order. Therefore, this court is of the opinion
that the directions should be issued to the trial court for issuing
a certified copy or carbon copy immediately to the petitioner in
a time-bound manner.
15.Accordingly, the original petition is disposed of, with a
direction to the Sub Court, Mavelikkara, to issue a certified
copy or carbon copy of the order within two days i.e., on or
before 15.10.2025.
In view of the submission made by the counsel, the suit
itself is not maintainable as per Sections 241,242 and 430 of
the Companies Act. Therefore, the Sub Court is directed to
dispose I.A No.5/2025 within 30 days from the date of receipt
of a copy of this judgment.
Sd/-
K. NATARAJAN
JUDGE
SJ
2025:KER:75992
OP(C) NO. 2498 OF 2025
APPENDIX OF OP(C) 2498/2025
PETITIONER EXHIBITS
Exhibit P.1 THE TRUE PHOTOSTAT COPY OF THE PLAINT IN
O.S.NO. 93 OF 2025 OF THE SUB COURT,
MAVELIKARA, DATED 26-09-2025
Exhibit P. 2 THE TRUE PHOTOSTAT COPY OF THE I.A.NO.1 OF 2025
IN O.S.NO.93 OF 2025 OF THE SUB COURT,
MAVELIKARA, DATED 26-09-2025
Exhibit P.3 THE TRUE PHOTOSTAT COPY OF THE OBJECTION FILED
BY RESPONDENTS 1 TO 7 IN I.A.NO.1 OF 2025 IN
O.S.NO.93 OF 2025 OF THE SUB COURT, MAVELIKARA,
DATED 08-10-2025
Exhibit P.4 THE TRUE PHOTOSTAT COPY OF THE I.A.NO.5 OF 2025
IN O.S.NO.93 OF 2025 OF THE SUB COURT,
MAVELIKARA, DATED 08-10-2025
Exhibit P. 5 THE E-COURT STATUS OF O.S.NO. 93 OF 2025 OF THE
SUB COURT, MAVELIKARA
Exhibit P. 6 THE TRUE PHOTOSTAT COPY OF THE I.A.NO.6 OF 2025
IN O.S.NO.93 OF 2025 OF THE SUB COURT,
MAVELIKARA, DATED 10-10-2025
