RAMPUR DISTILLERY COMPANY LTD. vs COMPANY LAW BOARD & ANR.

The Supreme Court held that under Section 326(2) of the Companies Act, 1956, the Central Government has quasi-judicial powers to determine if a managing agent is 'fit and proper' based on a comprehensive assessment of relevant circumstances. The Court ruled that the High Court correctly directed the Board to consider the entirety of V.H. Dalmia's conduct rather than limiting the inquiry to past findings. The appeals by the Board and the company were dismissed, affirming the High Court's decision to ensure a thorough evaluation of the managing agent's suitability.