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2021 (5) TMI 615 - Tri - Companies LawValidity of AGM held - fit and proper persons to occupy the office of Directors of the Company or not - validity of appointment of Respondents 5 to 9 as additional Directors of the Company - HELD THAT:- The Respondents have made available copies of various documents including relevant Minutes of the Annual General Meeting (AGM) conducted in respect of the Company. Since the Petitioners are alleging that they were not given due notices of the meetings, not furnished statements for the financial years in question etc., it is necessary to advert whether those allegations of Petitioners are borne out of record or not. The following facts establishes that the Petitioners were given adequate opportunity in participating in the affairs of Company, but they did not want to own any responsibility for the affairs of Company and thus quit from management. It is settled position of law that the affairs of a Company will be conducted through a duly constituted Board of Directors. As per law, minority shareholders have right to protect their interest from the majority shareholders. It appears from the above that all the major decisions regarding sale of equity, introduction of new directors etc. were taken in the above EGMs, following the due procedure. Also, in the present case, the Petitioners having enjoyed power of management of the Company with mere 25% shareholding of the Company, for a considerable period of time, and after voluntarily quitting from the management of the Company, have started raising frivolous issues during various AGMs and also filed the present Petition by abusing process of law. It is relevant to point out here that the Petitioners, immediately after filing the instant petition, wanted to withdraw the instant petition with a liberty to file a fresh petition due to various material defects committed, however the same was dismissed by this Tribunal as stated supra. This shows as to how the petitioners are so casual and abusing the process of law. The instant petition is filed with unclean hands with an intention to abuse and misuse the process of law and the same is contrary to the settled principle of law. The Petitioners failed to make out any case so as to interfere in the affairs of Company, as the principles of natural justice are duly followed by the Respondents in conducting AGMs in question and the Petitioners - Petition dismissed.
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