Customs, Excise and Gold Tribunal - Tamil Nadu
Chandra Tobacco Ltd. vs Cce on 24 November, 2004
Equivalent citations: 2005(180)ELT465(TRI-CHENNAI)
ORDER
P.G. Chacko
1. This application, filed one by TR Thyagarajan Mudaliar claiming to be duly authorised to represent the appellant-company viz. Sri Chandra Tobacco Ltd., Seeks restoration of the captioned appeal which was dismissed by this Bench on 20.7.2001 vide final order No. 1182/2001 reported in 2002 (142) E.L.T. 66. This matter stood adjourned from time to time at the instance of the applicants' Counsel. The last such adjournment was granted on 27.10.2004. On that day, we were acceding to the party's request for a short adjournment (15 days) for enabling their lawyer to place certain documents before the Bench. Since then, no fresh document has come on record. On the other hand, today, before us, there is a written request of the applicants' Counsel for further adjournment of the matter on the ground that he is pre-occupied with some cases before the Delhi Bench of the Tribunal. The Counsel's application makes no reference to the purpose for which adjournment was taken on the last occasion. The learned SDR opposes further adjournment and points out that the applicants have not succeeded in maintaining this application for restoration of the appeal. She wants the application to be summarily dismissed as not maintainable.
2. After examining the past record of proceedings in this application, we are not inclined to allow any further adjournment. It was for filing some documents that the last adjournment was obtained by the party. No document has been filed by them, nor have they sought further time for the purpose. On the other hand, Counsel has sought further adjournment for a different reason which we can hardly appreciate. the applicants' conduct smacks of lack of fides bona. We, therefore, take up the restoration application.
3. In this application, the Company is represented by Shri TR Thyagarajan Mudaliar who claims to be Director of the Company. He claims to be "Principal Officer" of the company and to be entitled to sign and verify appeal on their behalf in terms of the CEGAT (Procedure) Rules. This application is for re-calling our order dated 20.7.2001 and for reconsidering the question of locus standi of the applicant to file appeal. After a perusal of the said order, we find that the question of locus standi was examined in detail and a considered view was taken thereon. In that order, the Bench, inter alia considered the resolution passed by the Board of Directors of the Company which reads as under:
"RESOLVED THAT Sri Thyaga Rajan Mudaliar Rajbhadur, be and is hereby appointed as an Additional director of the Company"
The above resolution was passed on 5.6.2000. It did not specifically authorise Shri Thyaga Rajan Mudaliar to represent the Company in legal proceedings, nor did the Companies Act enable such an ad hoc appointee to so represent. In the normal course, it is the principal executive officer of a Company who represents it in litigation. We are unable to visualise that, as Additional Director, Shri Thyaga Rajan Mudaliar became the principal executive officer of the Company. The learned SDR has usefully relied under Section 260 of the Companies Act, which reads as under:
"Additional Directors: Nothing in Section 255, 258 or 259 shall affect any power conferred on the Board of Directors by the articles to appoint additional directors.
Provided that such additional directors shall hold office only up to the date of next annual general meeting of the company.
Provided further that the number of additional directors together shall not exceed the maximum strength fixed for the Board by the Article".
It is clear from the above provision that an Additional Director appointed by the Board of Directors shall hold office only up to the date of the next Annual General Meetings of the Company. Shri Thyaga Rajan Mudaliar was appointed by the Board of Directors as Additional Director on 5.6.2000. Since then, in the normal course of business of the Company, a number of Annual General Meetings of the Company must have taken place. There is no material on record to show that Shri Thyaga Rajan Mudaliar was re-inducted as Additional director by the Board of directors after every such Annual General Meeting. Apparently, he ceased to be Additional director on the date of the annual general meeting held after 5.6.2000. We, therefore, have no hesitation to hold that Shri Mudaliar has no locus standi to represent the Company in legal proceedings, whether it be to sue or be sued. As a matter of fact, we have examined all the relevant aspects in our earlier order dated 27.10.2001. There is no going back. There is no reason to recall that order. In the result, this application is dismissed on the ground that Shri Thyaga Rajan Mudaliar has no locus standi to represent the Company.