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2019 (9) TMI 1672 - NATIONAL COMPANY LAW TRIBUNAL NEW DELHI BENCHOppression & Mismanagement - legality to declare the undated notice for calling EGM - legality to declare calling of EGM dated 16.06.2018 - grievance of the petitioner is that his proposed removal as a Director was contrary to the steps required to be taken under the statute - HELD THAT:- This Bench is of the opinion that the EGM, having been requisitioned at the instance of a shareholder, does not require a prior resolution of the Board of Directors to convene one. The petitioner acknowledges being served through email dated 25.02.2018, granting him the opportunity to file his representation on or before 13.06.2018. The said special notice was accompanied by the explanatory note. Since an FIR had already been instituted against him for criminal misappropriation of funds, it cannot be said that the petitioner was totally unaware of the allegations against him. The petitioner was granted opportunity to repudiate the allegations and explain the discrepancies in the accounts of the respondent company which were clearly pointed out and brought to his notice upon the Forensic Audit Report being received and is a subject matter of criminal prosecution under the FIR lodged against him. No cogent explanation was offered to the allegation of siphoning off the funds. It is further submitted that the petitioner has guilty of forging signatures of the other Directors on the cheques for withdrawing amounts from the bank to which he was one of the joint signatories, which is primarily the subject matter of criminal investigation. This Bench does not find any irregularity in convening an EGM for removal of a Director. The same can be requisitioned by a shareholder and a Board meeting is not a prerequisite. The removal of a Director is best left to the respondent company and its shareholders. Directorial complaints should not be entertained by courts and therefore interference of the tribunal in such like matters is totally unwarranted. There are no case of Oppression & Mismanagement has been made out as alleged by the petitioner - petition is dismissed with the notional costs of Rs. 25,000/-.
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