Sarkar family feud: NCLT Kolkata dismisses plea alleging mismanagement in ABP Group

The National Company Law Tribunal (NCLT) at Kolkata recently dismissed a petition filed by the ABP Group Vice Chairman Aveek Kumar Sarkar against his brother Arup Kumar Sarkar and sister Sarbani Sarkar over alleged oppression and mismanagement in the media conglomerate [Aveek Sarkar & Ors v. ABP Pvt Ltd & Ors]..Aveek Sarkar, his wife Rakhi Sarkar and his brother Asani Sarkar in a joint petition had alleged violation of 2017 family settlement in transfer of shares from Sarbani Sarkar to Arup Sarkar. This was done to gain control over the group by Arup Sarkar, the plea alleged.The plea also alleged that Aveek Sarkar in 2019 was removed from his position as the head of the company's Digital Division. Besides seeking a scheme for management and administration of the company, a transfer of 1 lakh shares in the petitioners’ favour was also sought..NCLT Kolkata Judicial Member Rohit Kapoor and Technical Member Balraj Joshi in a ruling dated May 3 found that Aveek Sarkar had approved the transfer of shares from Sarbani Sarkar to Arup Sarkar.It rejected Aveek Sarkar's claim that he had not consented to the transfer."The stand taken by petitioner he gave his consent to minutes without going through is just unbelievable, more particularly keeping in view the huge intellectual knowledge, experience held by the person in the field of journalism and very high positions in the Company," the Bench said..The NCLT further observed that the flash point for filing of the present petition was the 2019 resolution under which the control of digital business of the company was taken away from Aveek Sarkar.The Board Resolution simply defines a reporting structure where the digital content teams were to report to the respective Editors of the print newspapers, who in turn report to the Chief Editor, it noted."Now, who will manage this position or who will head the digital Division or who should not, are purely managerial/ decisions and must be left out the Company and wisdom of Directors alone," the NCLT opined..It also reasoned that even though Digital Division might have done well during Aveek Sarkar's tenure, he has no right to ask for a particular position through this petition."Such policy matters are necessarily the prerogative of the Company which is driven by its Board. If the Board of the Company may so think proper, it may again assign the petitioner the position that he was holding prior to impugned resolution or make any structural changes that it deems necessary.".In conclusion, the NCLT said that the making of the company policy, defining the organizational structure and assigning particular management position to individuals for its implementation was necessarily in the functional domain of the board and the management of the company."As a result of foregoing analysis & reasons thereof, this petition is disallowed. Consequently, any interim order/directions shall also stand vacated," the NCLT said..Senior Advocates SN Mookherjee and Joy Saha and advocates Padam Khaitan, Nandini Khaitan, Shaunak Mitra, Pratik Shanu and Naman Choudhury appeared for the petitionersSenior advocate Ratnanko Banerji with advocates Saumabho Ghose, Deepen Kumar Sarkar, Soumitra Datta and Ananya Sinha appeared for the ABP companies.Senior Advocate Harish Salve with advocates Arunabha Deb, Raghav Shankar, Arun Kumar Datta appeared for Arup and Atideb Sarkar.Senior Advocate Ravi Kadam with advocate Ashika Daga appeared for Sarbani Sarkar Advocates Arun Dutta and Joydeep Guha appeared for the then directors of ABP Private Limited.[Read order]