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TMI Blog2019 (12) TMI 795X X X X Extracts X X X X X X X X Extracts X X X X ..... However, the appellants have not placed on record any such order to show that earlier such prayer was considered and rejected. It seems that inadvertently Company Law Board while deciding the application with other reliefs have made this observation - also the appellants in the reply of present application before NCLT have not raised this ground. It means that they are well aware that earlier Company Law Board or NCLT has not considered and rejected the prayer of respondents for directors remuneration. The reasoning of NCLT is justified - appeal dismissed. - COMPANY APPEAL (AT) No.152 of 2019 - - - Dated:- 16-12-2019 - Mr. Jarat Kumar Jain Member (Judicial), Mr. Balvinder Singh Member (Technical) and Dr. Ashok Kumar Mishra Memb ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 4. The application was opposed by the appellant on the ground that Respondent No.1 was not attending the Board Meetings due to his ill health and Respondent No.2 was removed by the shareholders of the company. The Respondents are non-functional directors. Therefore, as per Board of Director s meeting decision 16.10.2013 such directors are not entitled for any remuneration. The application was opposed on the ground that under the Income Tax the salary/remuneration of a non-functional director of the company is not allowed to be debited from company s funds nor it can be shown as business expenses. As per the Board Resolution the company has filed relevant documents with the ROC for making the change in the designation of Responden ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion of facts as much as they have failed to disclose that they had been designated as non-executive directors of the Appellant No.1 vide Board Resolution dated 4.9.2013 hence they are re-designated. The Respondents have been well aware of this position and accepted the same. It is further submitted that the impugned order proceeds on an incorrect premise to the effect that it was incumbent upon the appellants to maintain status quo with regard to the status of directorship of the Respondents herein alongwith attended benefits to them whereby the erstwhile Company Law Board had directed that the Resolution to the extent removing the Respondents as director will not be implemented to the next date. The Respondents have suppressed the material ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ii) Copies of all documents stated in Para 6 above and all other statutory records be sent to the petitioner forthwith. iii) Petitioners be allowed to act as director and use their rights as directors by respondents. iv) Directors remuneration be paid to petitioners until outcome of the petition. v) R-5, R-6 and R-7 are be ordered to disclose their indebtedness to the company and amount received in addition to the professional assignments. 12. Company Law Board decided as many as four IA applications vide order dated 27.5.2014. The order in regard to CA 334/2013 is as under:- 6. Heard. The application is disposed off with the direction that the Respondent No.1 and 2 w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... his ground. It means that they are well aware that earlier Company Law Board or NCLT has not considered and rejected the prayer of respondents for directors remuneration. 15. NCLT has elaborately discussed the orders of Company Law Board dated 31.10.2013 and 20.03.2014 which is as under:- 6. As per material available on record, it is undisputed position in the matter that the respondent company had passed a Board Resolution to remove the petitioner from the Directorship of the company, which has been done subsequent to filing of the present Company Petition before the Court, i.e. erstwhile Company Law Board, wherein the Company Law Board, vide its order dated 31.10.2013, has pleased to issue following directions ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the respondent. 8. IT is a matter of record that the then Company Law Board, further in its subsequent order dated 20.03.2014 read with order dated 31.10.2013 had observed that the Board Meeting of the company may take place, but resolution, if passed, with respect to withdrawal of the car given to the petitioner will not be implemented till the next date of hearing that gives such impression that the then Company Law Board was pleased and conscious enough to maintain equilibrium in the affair of the company as well as to maintain status quo with regard to alleged proposal for removal of petitioner from the directorship or to withdraw their attended benefits or to make material change in existing terms and conditions. Despit ..... X X X X Extracts X X X X X X X X Extracts X X X X
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