IN THE HIGH COURT OF GUJARAT AT AHMEDABAD R/SPECIAL CIVIL APPLICATION NO. 13242 of 2025 ==========================================================

ROHA DRIED INGREDIENTS LIMITED Versus SURESH SARAF & ORS.

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Appearance:

MR.ADITYA J PANDYA(6991) for the Petitioner(s) No. 1 GOVERNMENT PLEADER for the Respondent(s) No. 2,3 ==========================================================

CORAM:HONOURABLE MRS. JUSTICE M. K. THAKKER Date : 23/09/2025

ORAL ORDER

1. Learned advocate Mr. Pandya submits that the respondent herein was the share-holder having his share of more than 22.69% and the petitioner has purchased the company of the respondent by executing the share purchase agreement whereby it was agreed that the company does not have any pending gratuity dues under the provisions of the Payment of Gratuity Act, 1932 and is in compliance with the provisions of the Payment of Gratuity Act, 1932. Learned advocate Mr. Pandya has also relied on the clause 17.2 specifying that they are no dues payable by the company to its directors and promoters and there are no dues recoverable by the company from its directors and promoters. Learned advocate Mr. Pandya has drawn the attention of this Court with regard to the calculation suggesting that the payment towards the dues has been made and according to the share purchase agreement, the resignation was given by the respondent, which was accepted on 15.11.2022 by passing the resolution by the Board of Directors of the petitioner – Company. Learned advocate Mr. Pandya submits that the respondent – Company has also executed the trust deed for the dues of the gratuity of the concerned employees and as per the Section 1, the employee defines that permanent employee of the employer other than the personal and domestic servants and shall be deemed to include whole time bona fide working director who did not own beneficiary share- holder carrying more than 5% voting in the company. Learned advocate Mr. Pandya submits that though respondent possessed 5% shares in the company and has not established that he works as a employee apart from the director, the claim was made under the Payment of Gratuity Act, claiming that he was the employee of the company and payment towards the gratuity has not been made. Learned advocate Mr. Pandya has submitted that relying on unamended definition of the employee, learned authority comes to the conclusion that even if the respondent is director or is holding the post on administrative side then also is entitled for the benefit under the Payment of Gratuity Act. Learned advocate Mr. Pandya submits that the said clause has been omitted by amending the Act in the year 1990 with effect from 03.04.1997 and the respondent was appointed as a director in the year 2002. Learned advocate Mr. Pandya submits that all the contentions raised before learned Controlling Authority as well as before the learned Appellate Authority was causally dealt with and has directed the present petitioner to pay the amount of gratuity to the tune of Rs.20,00,000 /-

with 10% interest.

2. Considering the above submissions, let the notice be issued making it returnable on 20.11.2025.

3. The amount deposited by the petitioner before the Controlling Authority shall not be disbursed in favour of the respondent.

4. Direct service is permitted (M. K. THAKKER,J)

NIVYA A. NAIR