Delhi High Court
Saga Info Solutions Pvt. Ltd. vs Smt. Purnima Singh & Ors. on 18 January, 2016
Author: Rajiv Shakdher
$~11
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.A(SB) 50/2015 & CA 2882/2015
SAGA INFO SOLUTIONS PVT. LTD. ..... Appellant
Through: Mr Atul Aggarwal, Adv.
versus
SMT. PURNIMA SINGH & ORS. ..... Respondents
Through: Mr Chetan Sharma, Sr. Adv. with Ms
Aaithy Venkat, Adv. for R-2.
CORAM:
HON'BLE MR. JUSTICE RAJIV SHAKDHER
ORDER
% 18.01.2016
1. Notice in this appeal was issued on 23.09.2015. Pursuant to notice,
Ms Aaithy Venkat enters appearance on behalf of respondent no.2 i.e. Ms
Manisha Anand. I am informed by the learned counsels for the parties,
present before me, that respondent no.2/ Ms Manisha Anand is the only
contesting party. This is also evident from the record, in as much as,
respondent no. 1 has, in fact, filed an affidavit in support of the appeal
claiming to be appellant no.2 in the present proceedings whereas, the memo
of parties does not indicate that there is any person arrayed as appellant no.2
to the present proceedings. Nevertheless, the affidavit is also indicative of
the fact that respondent no.1/Smt. Purnima Singh is a Director in the
appellant company.
1.1 This position, however, is not disputed by Mr Chetan Sharma, learned
senior counsel appearing for respondent no.2/ Manisha Anand. Respondent
no.3 i.e., one, Mr Ajay Kumar Aggarwal, also claims to be a director; a
position which is not disputed by Mr Chetan Sharma. The Board of
Directors resolution, authorizing institution of the appeal, issued, in favour
of Mr Sanjiv Kumar, has infact, been passed by respondent no.1 and 3 i.e.
Smt. Purnima Singh and Mr Ajay Kumar Aggarwal, respectively.
Therefore, in so far as respondent no.1 and 3 are concerned, they are in fact
representing the appellant. In any event, learned counsel for the appellant
says that they have been served, though record shows that an affidavit has
not been filed.
2. In these circumstances, counsels submit that, in any event, the appeal
can be taken up for hearing and disposal. I tend to agree with the
submission of the learned counsels appearing before me today.
3. This appeal is directed against the order dated 07.07.2015, passed by
the Company Law Board (CLB). The appellant, initially, as is evident from
order dated 23.09.2015, passed by this court, approached the court with a
grievance that the CLB had virtually modified its order dated 20.04.2015, on
07.07.2015, without hearing the appellant.
3.1 To be noted, in effect, by order dated 20.04.2015, the CLB had
directed that respondent no.2/ Ms Manisha Anand will be a co-signatory to
the cheques issued by the appellant. This was sought to be re-emphasized
by the CLB vide order dated 07.07.2015, in a contempt petition filed by
respondent no.2/ Manisha Anand. The allegation of respondent no.2/
Manisha Anand, before the CLB, was that, the appellant had filed a Board of
Directors resolution dated 08.05.2015 whereby, in effect, the order dated
20.04.2015, had been diluted.
3.2 A perusal of the resolution dated 08.05.2015 would show that the
Board of Directors, of the appellant, represented by respondent no.1/ Mrs
Purnima Singh and respondent no.3/ Mr Ajay Kumar Aggarwal, had in fact
permitted withdrawal of amounts from banks by authorizing any two
directors to sign the cheques in that behalf. In other words, this meant that,
respondent no.1/ Mrs Purnima Singh and respondent no.3/ Mr Ajay Kumar
Aggarwal could effectively exclude respondent no.2/ Manisha Anand qua
aspects related to withdrawal of amounts from banks. It is this grievance
that CLB sought to rectify on 07.07.2015.
4. Learned counsel for the appellant says that pursuant to the last
proceeding held in this court, the Board of Directors of the appellant passed
a fresh resolution in October, 2015, which recognizes the inclusion of
respondent no.2/ Ms Manisha Anand as a co-signatory. In other words,
learned counsel for the appellant says that every cheque, which the appellant
company would issue, will bear the signature of respondent no.2/ Ms
Manisha Anand, as well. I must, however, note as conceded by the counsel
for the appellant, that the resolution in October, 2015 has not been placed on
record.
5. I have put to Mr Sharma, learned senior counsel for respondent no.2/
Ms Manisha Anand, as to whether the aforesaid arrangement would satisfy
the requirements as stipulated by the CLB in its order dated 20.04.2015. Mr
Chetan Sharma says that if, respondent no.2/ Ms Manisha Anand is
recognized as a co-signatory, in respect of cheques drawn on bank accounts
maintained by the appellant, it would satisfy requirements of the order dated
20.04.2015, passed by the CLB.
6. Therefore, the appeal is disposed of based on the statement made
before me by the learned counsel for the appellant that respondent no.2/ Ms
Manisha Anand will be a co-signatory qua cheques drawn in respect of bank
accounts maintained by the appellant.
6.1 Accordingly, no further orders are called for in the present appeal.
Needless to say, respondent no.2/ Ms Manisha Anand will sign the requisite
papers with the concerned banks which reflect the aforesaid arrangement.
7. Mr Chetan Sharma says that respondent no.2/ Ms Manisha Anand will
render every assistance in the management of the affairs of the appellant.
The said statement is taken on record.
8. The appeal and the application are, accordingly, disposed of.
RAJIV SHAKDHER, J
JANUARY 18, 2016
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