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Judgment
20.03.2025: These are two appeals being Company Appeals (AT) No.346-347, filed against two orders passed in a petition filed under Section 241, 242 and 244 of the Companies Act, 2013 by which the appellant has been directed to pay remuneration of Rs.1 lakh per month to the Respondent for the entire period when she was a director and allowed her to participate virtually in all the Board Meetings. The second was passed in a Contempt Petition bearing No.A/9(KB)2024 in CP/213(KB)/2024 (main petition) by which the Tribunal has reiterated its order dated 22nd August, 2024. The directions issued are as under:-
“10.We would note that on 22.08.2024 the respondents themselves had agreed to disburse the salary of the petitioner from July onwards by 24.09.2024. Therefore, we direct the Respondents to continue to pay the petitioner at the Rs.1,00,000/- per month from the period July, 2024 onwards, as already directed vide order dated 22.08.2024, till the matter is heard out. This shall be done within one week from the date of this order. The interim order is extended till the matter is heard out.”
2 At the time of preliminary hearing of these appeal on 22nd October, 2024 this Tribunal passed the following order:-
This Appeal is against an impugned Order dated 22nd August, 2024 as well as 24th September, 2024 wherein the learned NCLT has directed the Appellant continue to pay the Respondent an amount of Rs.1 lakh per month from July, 2024 onwards.
2.It is the submission of the Appellant the Respondent was appointed in dual capacity viz Clinical Operational Head with a salary of Rs.70,000/-in May, 2023 and as an independent Director. Her salary was increased to Rs.1 lakh per month. It is the submission the respondent had resigned from her employment and her resignation was accepted in June, 2024 and her entire salary till June, 2024 was paid to her.
3.On the other hand, the learned Counsel for the Respondent urges her appointment letter would reveal she was getting salary as an employee and also as a Director. Her appointment letter is not available on record and is not filed either by the Appellant.
4.The learned Counsel for the Appellant has referred to Director’s Reports dated 2021, 2022 and 2023 which reveal the Directors are not paid any salary and the salary was paid to the Respondent only as an employee of the Company. It is urged on behalf of the Respondent that it was only because of her efforts, the appellant company was able to obtain patent. Now as her appointment letter is filed neither by the Appellant nor by the Respondent, hence we issue Notice on this Appeal. Reply be filed within two weeks. Rejoinder, if any, be filed within two weeks thereafter. The appointment letter be placed on record.
It is pointed out a Contempt Petition is pending before the learned NCLT for compliance of the Order dated 24th September, 2024. However, in view of the contrary stands taken by both the parties and in view of the fact the appointment letter is not on record, it would be appropriate if the amount of Rs.1 lakh w.e.f. July, 2024 is deposited every month with the Ld. Registrar of the learned NCLT per Order dated 24th September, 2024, till further orders.
List on 5th December, 2024.
Learned counsel for the appellant has submitted that the appellant has continuously deposited the amount from July, 2024 to February, 2025.
The appellant has now filed IA No.1567 and 1568/2025 in which the appellant has sought exemption from depositing Rs.1 lakh with the Registrar of NCLT Kolkata, in terms of the order dated 22nd October, 2024 on the ground that the appellant is in a financial crisis.
During the course of hearing, the parties have submitted that the present appeal may be disposed of by directing the Ld. NCLT to decide the petition in which the pleadings are complete, barring some applications, and is now fixed for hearing on 23.05.2025. It is further suggested that since the pleadings are complete and the matter is ripe for arguments before Ld. NCLT, therefore, appropriate directions may be issued to the Ld. NCLT to decide the main petition expeditiously, by giving short adjournments only, if necessary. Both the parties have assured us that they would not ask for any adjournment for an early decision in the main petition. At this stage, counsel for the appellant has submitted that because of the financial crisis of the appellant, till the matter is decided in one way or the other by the Tribunal, exemption may be granted to deposit Rs.1 lakh from March, 2025.
Keeping in view the facts and circumstances of the case the appeal is disposed of with a direction that the appellant is hereby exempted from depositing Rs.1 lakhs as directed vide order dated 22nd August, 2024, 24th September, 2024 and dated 22nd October, 2024 of this Tribunal with the Registrar of Ld. NCLT, Kolkatta.
The NCLT, Kolkatta, seized of the matter, is directed to take up main petition No.2130(KB)2024 on the date already fixed and shall make all endeavours to decide the same as early as possible but preferably within a period of one month from the said date by giving short adjournments only, that too if necessary. Both the parties have assured us that they shall cooperate with the NCLT for early disposal of the petition by not taking adjournment. Before parting, we hereby make it clear that we have not made any observation on the merits of this case while disposing of this appeal now or when the order dated 22nd October, 2024 was passed. At this stage, counsel for the Respondent has stated that in case the matter is not decided as directed, he may be allowed to file an application for further directions. Permitted to do so. . The parties are also directed to complete the pleadings, if any, before the next date of hearing in the main petition pending before the Ld. NCLT, Kolkatta.