TaxTMI 
TaxTMI 
2023 (1) TMI 598
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....2016 (in short 'I &B Code, 2016). Brief Facts Of The Case & Submissions by the 'Appellant' & 1st Respondent :- 2. Mr. Sadhanala Venkata Rao is 1st Respondent who was appointed as Additional Director- Executive Category and Chief Executive Officer in the 2nd Respondent Company ('Corporate Debtor') vide two board resolutions both dated 05.01.2018. The 2nd Respondent Company agreed to pay Rs. 60 lakhs per annum as salary to the 1st Respondent and Form No. MR1 was filed with the Registrar of Company recording the appointment and remuneration of the 1st Respondent as Key Managerial Personnel. The 1st Respondent alleged for non receipt of full payment towards services rendered and alleged that only 50% of the agreed salary payable for past three years during his employment has been paid. It has been alleged by the 1st Respondent that total principal amount due and payable to the 1st Respondent is Rs. 1,01,15,000/- as on 08.01.2021. 3. It has been pointed out by the 1st Respondent that he made several attempts to pursue the 2nd Respondent to settle the dues but failed to get his dues and therefore the 1st Respondent issued a 'Demand Notice' on 11.05.2021 under Section 8 of the I ....
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....Respondent failed to make payments due to the 1st Respondent. 10. The Learned Counsel for the 1st Respondent further stated that even the annual reports of the 2nd Respondent Company clearly stated annual remuneration of the 1st Respondent to be Rs. 60,00,000/-. The Learned Counsel for the 1st Respondent stated that the total outstanding till 08.01.2021 was Rs. 1,01,15,000/-. 11. The Learned Counsel for the 1st Respondent also denied to the allegation that he failed to meet the business projections made in business plans and stated these projections were made in ordinary course of business and were not relevant for his salary entitlement. The Learned Counsel for the 1st Respondent further stated that he resigned due to harassment by the 2nd Respondent and for non payment of his dues. 12. The Learned Counsel for the 1st Respondent mentioned that during his term the Chief Executive Officer there was healthy 'Earning Before Interest, Taxes, Depreciation and Amortization' ("EBITDA") of the 2nd Respondent i.e. 'Corporate Debtor' was at 27%-31% during the 1st Respondent tenure. The Learned Counsel for the 1st Respondent further mentioned that in the Board Resolution for his appo....
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....me 'Demand Notice' under Computation table, the 1st Respondent has brought out that aggrieved payment from 04.01.2018 to 08.01.2021 was Rs. 1,81,00,000/- and he received only Rs. 86,00,000/- and thus the outstanding of Rs. 1,01,15,000/-. This establishes that the debt due and payable meets the threshold limits of Rs. 1 crore. 19. This 'Appellate Tribunal' takes into consideration the certified true copy of Resolutions passed by the Board of Directors on 05.01.2018 appointing the 1st Respondent as an 'Additional Director' and 'Chief Executive Officer': 20. From the above, this 'Appellate Tribunal', observed that remuneration of Rs. 60,00,000/- p.a. has been clearly mentioned and the `Resolutions' further mentioned that this 'shall be the minimum remuneration payable to him in any financial year during his tenure where the company has no profits or its profits are inadequate', makes the position abundantly clear that the Rs. 2nd Respondent / Company', intended to pay Rs. 60,00,000/- p.a., to the Rs. 1st Respondent', `without any conditionality', and was `minimum payment per annum', even when the `Company did not earn any Profit during the year'. These `Resolutions' are, ther....
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....s of Section 161 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules , 2014, and other applicable provisions, if any, Mr. Sadhanala Venkata Rao (DIN: 02906370) be and is hereby appointed as an Additional Director Executive Category of the Company, whose appointment shall be valid till the ensuing Annual General Meeting of the Company. RESOLVED FURTHER THAT the consent letter in Form DIR -2 received from Mr. Sadhanala Venkata Rao (DIN: 02906370) for appointment as an Additional Director in the Company be and is hereby noted and accepted . RESOLVED FURTHER THAT the Directors of the Company be and are hereby severally authorised to do all such acts things and deeds incidental to getting this resolution into force. RESOLVED LASTLY THAT Mr. Tapasvilal Deora, Practising Company Secretary, be and is hereby authorised to file the concerned form(s) with the office of the Registrar of Companies, Andhra Pradesh & Telangana by affixing the Digital Signature of any Director and if applicable pre-certify the form under his digital signature." The Right Dose of gent To....
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....xure-2 VBS Vanta Bioscience Limited Regd. Office: 1-20-248, Umajay Complex, Rasoolpura, Secunderabad - 500 003, INDIA : +91 40 6657 5454, 2790 3226 Tel Fax : +91 40 2790 8708 Website: www.vantabio.com Email : [email protected] CIN No .: U74999TG2016PLC109280 CERTIFIED TRUE COPY OF THE RESOLUTION PASSED IN THE MEETING OF THE BOARD OF DIRECTORS OF VANTA BIOSCIENCE LIMITED HELD ON FRIDAY , JANUARY 05, 2018 AT 11:00 A.M. AT THE REGISTERED OFFICE OF THE COMPANY AT NO.02/G/308/G NO.3/FF/SF/1-20-248 UMAJAY COMPLEX RASOOLPURA, SECUNDERABAD-500003, T.S. Appointment of Mr. Sadhanala Venkata Rao (DIN 02906370) as Whole Time Director and CEO "RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in accordance with Section II of Part II of Schedule V of the Companies Act , 2013 & all other applicable provisions , pursuant to the recommendation of Nomination and Remuneration Committee and subject to ratification by the members , the consent of the 02906370) as ....