ORDER 1. COUNSEL FOR THE RESPONDENTS IN TERMS OF THE INSTRUCTIONS RECEIVED BY HIM IN WRITING STATES THAT HIS CLIENT IS NOT INTERESTED IN PURSUING, THE APPLICATION FILED UNDER SECTIONS 397 AND 398 OF THE COMPANIES ACT IN THE HIGH COURT OF CALCUTTA AND THE PROCEEDINGS BE DROPPED. IN TERMS OF THE PRAYER MADE BY THE COUNSEL FOR THE RESPONDENTS, THE APPLICATION FILED UNDER SECTIONS 397 AND 398 OF THE COMPANIES ACT IS DISMISSED. AS A CONSEQUENCE OF THIS, THE ORDER PASSED BY THE HIGH COURT IS ALSO SET ASIDE. 2. UNDER ORDER DATED 23-8-1999 JUSTICE MRS MANJULA BOSE, A RETIRED JUDGE OF THE CALCUTTA HIGH COURT, WAS APPOINTED AS THE ADMINISTRATOR OF THE TEA GARDENS BELONGING TO THE COMPANY, AND HER REMUNERATION WAS FIXED AT RS 50,000 PER MONTH. SHE WAS ALLOWED TO APPOINT SUCH PERSONS, INCLUDING THAT OF THE GUARANTORS, AS SHE MAY THINK PROPER IN DISCHARGE OF HER DUTIES. ACCORDINGLY, SHE APPOINTED SHRI ANIK PAL CHOUDHURY AS HER JOINT REPRESENTATIVE AND SHRI GANESH MAHAPATRA AS CLERK TO ASSIST HER IN DISCHARGING HER DUTIES AS THE ADMINISTRATOR. SHE DREW THE REMUNERATION TILL 30-6-2001. 3. IA NO. 10 OF 2004 WAS FILED ON 28-4-2004 BY THE ADMINISTRATOR SEEKING HER DISCHARGE/RELEASE FROM CONTINUING AS ADMINISTRATOR OF THE COMPANY ON HEALTH GROUNDS UPON SUCH TERMS AS DEEMED FIT AND PROPER BY THIS COURT. 4. ON THE AFORESAID IA, THIS COURT ON 12-10-2004 PASSED THE FOLLOWING ORDER: “ALL THE LEARNED COUNSEL FOR THE PARTIES APPEARING AND PRESENT BEFORE THE COURT ARE AGREEABLE THAT THE BEST WAY OF RESOLVING THE CONTROVERSY SURVIVING FOR DECISION IS TO DISCHARGE THE ADMINISTRATOR AND HAND OVER THE ADMINISTRATION OF THE COMPANY TO A BOARD OF DIRECTORS DULY ELECTED IN GENERAL MEETING. IT IS DIRECTED THAT - (I) THE ADMINISTRATOR JUSTICE (RETD.) MS MANJULA BOSE ASSISTED BY SHRI ANIK PAL CHOUDHURY SHALL HOLD GENERAL MEETING OF THE COMPANY FOR ELECTING THE BOARD OF DIRECTORS; (II) THE SHAREHOLDING TO THE EXTENT OF 8.10 PER CENT WHICH STOOD IN THE NAME OF LATE BROJENDRA CHANDRA DAS IS DISPUTED AND PROCEEDINGS IN THAT REGARD ARE PENDING IN A WRIT PETITION BEFORE THE CALCUTTA HIGH COURT. THESE SHAREHOLDERS TO THE EXTENT OF 8.10 PER CENT SHALL BE EXCLUDED FROM PARTICIPATING IN THE GENERAL MEETING; AND (III) THE PROCEEDINGS OF THE GENERAL MEETING AS SOON AS HELD SHALL BE BROUGHT TO THE NOTICE OF THIS COURT." PURSUANT TO THE AFORESAID ORDER, GENERAL MEETING OF THE COMPANY WAS HELD AND THE ADMINISTRATOR HANDED OVER THE CHARGE TO THE NEWLY ELECTED BOARD OF DIRECTORS ON 30-11-2004. HER PRAYER FOR DISCHARGE/RELEASE FROM CONTINUING AS A ADMINISTRATOR OF THE COMPANY IS ALLOWED. 5. AS A STATEMENT HAS BEEN MADE ON BEHALF OF MR SAMARENDRA NATH BASU, THE APPELLANT HEREIN, THAT HE DOES NOT WANT ANY REMUNERATION CLAIMED IN THE STATEMENT OF OUTSTANDING, THE ONLY QUESTION WHICH REMAINS TO BE SETTLED IS REGARDING THE REMUNERATION TO BE PAID TO (I) ADMINISTRATOR, (II) SHRI ANIK PAL CHOUDHURY, JOINT REPRESENTATIVE, AND (III) SHRI GANESH MAHAPATRA, CLERK EMPLOYED BY THE ADMINISTRATOR TO ASSIST HER FOR DISCHARGING HER DUTIES. 6. A STATEMENT OF OUTSTANDING REMUNERATION OF THE ADMINISTRATOR, JOINT REPRESENTATIVE AND CLERK AS ON FEBRUARY 2004 HAS BEEN FILED, WHICH IS AS FOLLOWS: STATEMENT OF OUTSTANDING REMUNERATION OF ADMINISTRATOR, JOINT REPRESENTATIVE AND CLERK AS ON FEBRUARY 2004 MS MANJULA BOSE REMUNERATION RS 50,000 P.M. JULY 2001 TO9 MONTHS4,50,000.00MARCH 2002 APRIL 2002 TO12 MONTHS6,00,000.00MARCH 2003 APRIL 2003 TOII MONTHS5,50,000.0016,00,000.00 FEBRUARY 2004 32 MONTHS MRANIKPAL CHOUDHURY REMUNERATIONJUNE 2001 TO10 MONTHS2,00,000.00RS 15,000 P.M. MARCH 2002 CARALLOWANCEAPRIL 2002 TO12 MONTHS2,40,000.00RS 5000 P.M.MARCH 2003 TOTALRS 20,000APRIL 2003 TOII MONTHS2,20,000.006,60,000.00P.M. FEBRUARY 2004 33 MONTHS MR SAMARENDRA NATH BASU REMUNERATIONNOVEMBER5 MONTHS75,000.00RS 15,000 P.M. 2001 TO MARCH 2002 APRIL 2002 TO12 MONTHS1,80,000.00MARCH 2003 APRIL 2003 TOII MONTHS1,65,000.004,20,000.00FEBRUARY 200428 MONTHS MR GANESH MAHAPATRA REMUNERATIONJULY 2001 TO RS 2000 P.M. FEBRUARY 2004 32 MONTHS 64,000.00 64,000.00 TOTAL 27,44,000.00 7. COUNSEL APPEARING FOR THE PARTIES LEFT IT TO THE DISCRETION OF THE COURT TO FIX THE REMUNERATION KEEPING IN VIEW THE FINANCIAL STATE OF AFFAIRS OF THE COMPANY WHICH, ACCORDING TO THE COUNSEL, HAS ALREADY INCURRED CUMULATIVE LOSS TO THE TUNE OF RS 116 LAKHS. A PRAYER HAS BEEN MADE ON BEHALF OF THE COMPANY THAT THE COMPANY BE ALLOWED TO PAY THE AMOUNT IN INSTALMENTS SPREAD OVER A PERIOD. 8. TAKING AN OVERALL VIEW OF THE SITUATION AND THE FINANCIAL HEALTH OF THE COMPANY, WE DIRECT THAT JUSTICE MRS MANJULA BOSE BE PAID RS 8 LAKHS INSTEAD OF RS 16 LAKHS. A PRAYER HAS BEEN MADE ON BEHALF OF THE COMPANY THAT THE COMPANY BE ALLOWED TO PAY THE AMOUNT IN INSTALMENTS SPREAD OVER A PERIOD. 8. TAKING AN OVERALL VIEW OF THE SITUATION AND THE FINANCIAL HEALTH OF THE COMPANY, WE DIRECT THAT JUSTICE MRS MANJULA BOSE BE PAID RS 8 LAKHS INSTEAD OF RS 16 LAKHS. SIMILARLY, SHRI ANIK PAL CHOUDHURY BE PAID RS 3,30,000 AND SHRI GANESH MAHAPATRA BE PAID THE SUM OF RS 64,000, AS CLAIMED. 9. THE TOTAL SUM PAYABLE COMES TO RS 11,94,000. WE DIRECT THAT GANESH MAHAPATRA BE PAID THE AMOUNT OF RS 64,000 WITHIN A MONTH AND THE REMAINING AMOUNT OF RS 11,30,000 SHALL BE PAID IN 11 INSTALMENTS I.E. 10 EQUAL INSTALMENTS OF RS 1,00,000 EACH AND THE 11TH INSTALMENT OF RS 1,30,000 BEGINNING FROM 15-9-2005. THE AMOUNT OF INSTALMENTS SHALL BE DIVIDED AMONGST THE ADMINISTRATOR AND THE JOINT REPRESENTATIVE IN PROPORTION TO THEIR RESPECTIVE REMUNERATION, AS FIXED ABOVE. IA NO. 10 IS DISPOSED OF ACCORDINGLY. 10. THE APPEAL STANDS DISPOSED OF ACCORDINGLY.