TaxTMI 
TaxTMI 
2019 (4) TMI 1802
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....th to P-1 from November, 2013 till date along with interest per annum. The Respondents shall further be instructed to continue making the payment of remuneration from current date on monthly basis. ii. R-1and R-2 shall be instructed to pay the due remuneration of Rs. 20,000/- per month to P-2 from September, 2013 till date along with interest @12% per annum. The Respondents shall further be instructed to continue making the payment of remuneration from current date on monthly basis. 2. Brief facts raising to the Interlocutory Application (IA) and issue involved therein as described in the IA are as stated under; 1. Mr. Girish Jetly (Petitioner No. 1) is one of the promoter director and shareholders of the Company, holding 10,687 equity shares of Rs. 100/- each, constituting 48% of total issued capital (42.75% as per the Audited Balance Sheet of the Company of Financial Year 2016-17 and further allotment of shares to Respondents is being challenged in the original Company Petition in then CLB Bench) jointly with Mr. Vivek Jetly (Petitioner &....
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....2/2013 18,000 10/05/2013 18,000 13/05/2013 20,000 13/06/2013 20,000 30/08/2013 40,000 A copy of Bank Statements of P-2 with State Bank of India are enclosed for reference as Annexure-IV. 8. The Petitioners enclosed a copy of the company's bank statements with Union Bank of India from 11. 11.2011 till 18.01.2013 i.e. salaries paid to Petitioner No. 1 and 2 has been annexed as Annexure-A. 9. It is further contended that the Respondents (R-2 and his family members) were also getting the monthly remuneration as whole-time directors along with P-1 and P-2 which is also reflected in the bank statement of the Company as per Annexure-IV which is being continuously paid to them. Annual Reports of the Company for the Financial Years 2014-15, 2015- 16 and 2016-17 indicate the remuneration to Mr. Donald Lyall (R-2) and Shannon D Lyall (R-2's son) as per Rs. 4,80,000/- per annum and Rs. 2,40,000/- per annum respectively. A copy of the Annual Reports of the Company for the Financial Years 2014-15, 2015-16 and 2016-17 are enclosed for reference.....
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.... also stated that Mr. Vivek Jetly i.e. Respondent No.2, was removed by the shareholders of the company and due to such reasons present petition came to be filed. It is also alleged that Mr. Girish Jetly, i.e. Respondent No.2, was not attending the Board Meetings due to his ill health. It is also contended that the Petitioner No.1 is not having vision since last 8-10 years and had also undergone to eye surgery as well as continuous treatment for the same. In support of this, a certificate dated 25.10.2013 issued by Dr. Madhavi J. Sheth, Vadodara, confirming loss of vision, has been annexed with the present I.A. It is further contended that the provisions of the Companies Act, 2013, do not regulate the payment of remuneration to any Non Functional & Ordinary Director of a Private Limited Company. Therefore, it is up to the Board of Directors of such Private Limited Company to decide whether any remuneration should be paid or otherwise to such Non Functional & Ordinary Director. Thus, the decision of the Board of Directors of the Company to not to pay remuneration to such no....
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....1st April, 2011, with remuneration of Rs. 20,000/- per annum with the due and Unanimous Approval of the Shareholders of the Company under Section 314(1-B) of the Companies Act, 1956. It is further submitted that respondent No.2 is the only Director managing the whole affairs of the company, putting all his energy and hard work for sustaining and developing the Company's business and no other members of the board, including Respondents 3 and 4, are getting any remuneration / salary from the Company. It is further stated that the statements as audaciously made at para-6 to 8 of the present I.A. pertaining to receipt of remuneration till 2013, would not entitled to such erring Petitioners who are fighting against the company and doing competitive business against it and still on other hand claiming for remuneration in 2018, for all such years. The present tactic and pressure imposed upon the company and on respondents with only motive to pressurize the Respondents and to gain illegal benefits and thereby sabotaging the affairs of the company. It is furthe....
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....r Oppression or Mismanagement and hence the prayers as being sought for is required to be rejected and the application to be dismissed with heavy exemplary costs. 4. We have heard the arguments of the Ld. Counsel/PCS for the respective parties and carefully considered the rival submission made before us on the question of grant of relief being sought for in the present application. 5. We further perused the documents annexed with the present Company Petition as well as reply and documents filed by the opposite party. 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 to the Respondents; a. The EOGM scheduled on 2/11/2013 may be held as per schedule. However, the resol....
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....to take deliberate decision without informing to the Company Law Board or this Court in respect of stopping payment of remuneration which was being paid to the petitioner No. I, as being the executive chairman of the company an Executive Chairman is presumed as full time Director. Further they stopped making payment of remuneration to the petitioner No.2 allegedly on such ground that its shareholding stood transferred, as he was no longer shareholder of the company. However, such being a dispute question of facts is now sub judice before this Court, for consideration in accordance with law. 9. By considering the above stated contentions, we examined the relevant provisions of the Companies Act,2013, specifically Section 197 of the Companies Act, which allows a company to pay remuneration to its Non-Executive Director(s) either by way of a monthly payment or at a specified percentage of the net profits of the company. The Company is, however, not obligated to remunerate its Non- Executive Director(s). Further, the section 197 of the Act provides that the remu....