Horse-shoe Capital ? Applicant/petitioner v. Shakti Bhog Foods Ltd. And Others ? S

C.A. No. 416(PB)/2017

This is an application filed by Respondent No. 1 Company with a prayer for grant of permission for appointment of a woman director in its Company. This prayer emanates from the provisions of Sub-Section 1 of Section 149 read with Rule 3 of Companies (Appointment and Qualifications) Rules, 2014. It is appropriate to mention that the vacancy for a woman director since December, 2015 is lying and the same could not be filled up on account of absence of a suitable candidate. It has further been stated that the erstwhile Company Law Board vide order dated 23.04.2013 and 11.07.2013 passed in C.P. No. 87(ND)/2013 (the present petition) has required the applicant-company to maintain status quo inter alia as to the composite of Board of Directors. A notice by Registrar of Companies was issued alleging the contravention of Section 149(1) read with Section 172 of the Companies Act, 2013 on 24.05.2017 (Annexure P/2) and request was made by the petitioner before the Registrar of Companies to await the result of instant application. The proceeding before the Registrar of Companies are now pending.

Rule 3(ii)(b) of the Companies (Appointment and Qualifications) Rules, 2014 (for brevity the Rules) provides that a public company which has turnover of rupees three hundred crores or more must have atleast one woman director. Further requirement of the Rules is that the vacancy of a woman director is required to be filled up by the Board of Directors at the earliest but not later than immediate next Board meeting or three months from the date of such vacancy whichever is later. The applicant fulfils the requirement of turnover of Rs. 300 crores. However, it failed to appoint a woman director after the vacancy has occurred in December, 2015 within a period of three months from the date of vacancy or before the immediate next Board meeting. The failure on the part of the applicant has resulted in initiation of proceedings at the hands of the Registrar of Companies.

Learned counsel for the non applicant-petitioner states that it has no objection if the prayer made in the application is accepted and a permission is granted to appoint a woman director namely Mrs. Manju Sharma.

In view of the above we accept the prayer made in the application and permit appointment of Mrs. Manju Sharma as a woman director in the applicant company as the requirement of the Rules is fulfilled. This order shall not cause any prejudice to the proceedings pending before the Registrar of Companies with regard to contravention of Section 149(1) read with Section 172 of the Companies Act, 2013.

The application stands disposed of.

CP-87(ND)/2013

List the main case for consideration on 12.02.2018.