Asomi Industries Pvt. Ltd vs Sashi Kumar Tea Co. Pvt. Ltd. & Ors

NATIONAL COMPANY LAW APPELLATE TRIBUNAL, NEW DELHI Company Appeal (AT) No. 152 of 2017

IN THE MATTER OF:

Asomi Industries Pvt. Ltd. .Appellant Vs Sashi Kumar Tea Co. Pvt. Ltd. & Ors. Respondents

Present: For Appellant:- Mr. R.Jawahar Lal, Mr. Shyamal Anand and Ms. Naina Duggal, Advocates.

For Respondents:-

ORDER

30.05.2017- The Appellant has challenged the order dated 3rd

March, 2017 passed by National Company Law Tribunal (hereinafter

referred to as "Tribunal"), Guwahati Bench, Guwahati in T.P.No.

19/397/398/GB/2016inC.P.No. 182 of 2014, whereby and whereunder

the Tribunal on hearing the Ld. Counsels for the parties and perusal of

the records held the removal of Respondent Nos.5 & 6 (Petitioner Nos. 1

& 2 before the Tribunal) were illegal under the resolution adopted on 19th

September, 2014, which itself is an act of mismanagement. While holding

so the Tribunal set aside the resolution dated 19th September, 2014 and

restored the Respondent Nos. 5 & 6 (Petitioner Nos. 1 & 2 before the

Tribunal) as Directors of the 1st Respondent Company and also held the

subsequent Board Meetings and action(s), if any, taken there-under, save

and except, the allotment of equity shares to the Respondent Nos. 4 & 5

made on 26th September 2014, in pursuance to the resolution dated 13th

September, 2014 as void and illegal and quashed the same. -2-

Ld. Counsel appearing on behalf of the Appellant while contended

that the Appellant has no objection with regard to the restoration of

Respondent Nos. 5 & 6 (Petitioner Nos. 1 & 2 before the Tribunal) as

Directors, contended that the Tribunal ought not have set aside the

subsequent Board Meetings and its actions. According to the Ld. Counsel

for the Appellant, in the subsequent Board Meetings various decisions

were taken in relation to payment of salary and wages to the workmen,

statutory dues, dues which were payable to the concerned parties and

fixed deposits of certain amount, but in view of the impugned order they

will stand annulled. According to him, it will not only affect the

employees and workmen in some cases statutory authorities may be

affected.

In spite of notice and its service, the respondents have not

appeared to oppose the appeal.

Having heard the Ld. Counsel for the Appellant and on perusal of

the impugned order, we find no illegality in declaring the subsequent

Board Meetings illegal the subsequent Board Meetings were held in

absence of the Respondent Nos.5 & 6 (Petitioner Nos. 1 & 2) who have

been restored as directors. However, taking into consideration the fact

that various actions were taken pursuant to the Boards' Meeting held

subsequent to 19th September, 2014 and before restoration of

Respondent Nos.5 & 6 as directors, including the wages paid to the

employees, workmen and statutory dues were paid and fixed deposits

have been made by the company, we are of the view that in the interest -3-

of the company the Tribunal should have saved the consequences effect

of holding the subsequent Boards' meetings. In the circumstances, we

modify the part of the impugned order dated 3rd March, 2017 passed by

Tribunal in CP No. 182/2014 by saving all the actions taken by the

company pursuant to Board Meetings held after 19th September, 2014 till

the date of the impugned judgment, which relates to employees-

workmen, payment of wages, payment of dues, fixed deposits etc.

The impugned order dated 3rd March, 2017 passed by Tribunal is

modified to the extent above. The appeal stands disposed of with

aforesaid observations and directions. However, in the facts and

circumstances of the case, there shall be no order as to cost.

(Justice S.J. Mukhopadhaya) Chairperson

(Mr. Balvinder Singh) Member(Technical) Ar