TMI Blog2019 (9) TMI 1672X X X X Extracts X X X X X X X X Extracts X X X X ..... efore 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the respondent company. Upon its formation, the entire work force of Thermotech Synergy was also transferred to the respondent company. The petitioner who had experience in the Steel Sector (having dealt with the working of Thermotech Synergy Pvt. Ltd.) specialised in providing service of furnaces to major steel plants. He was responsible for procuring business for the respondent company. It is submitted that sometime in 2016 respondents 2 3 highjacked the business of the Respondent Company. Steps for removal of the petitioner were taken in an illegal manner without adopting the process of law. A notice of an extraordinary general body meeting scheduled for 16.02.2018, with a proposed agenda for his removal as the Director of the Resp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion justifying his removal. 4. The respondents on appearance filed their reply. Ld. Counsel appearing for them has repudiated the arguments advanced on behalf of the petitioner. It is submitted that there is no requirement to hold a Board meeting for the purpose of requisitioning an EGM in cases where it is requisitioned at the instance of a shareholder. It is further submitted that the petitioner was well aware what were the specific allegations against him which he was required to address. He was present in the said meeting and no explanation was offered by him. 5. Apart from the fact there is no irregularity in adhering to the statutory requirements, it is submitted that the Special Audit Report dated 24.05.2017 categorically poin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... int signatories, which is primarily the subject matter of criminal investigation. 7. In view of the submission made, 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. 8. Before parting with the case, we take note that CA-822/2019 has been filed after the matter was reserved for orders. A prayer has been made for issuance of directions to the RoC not to take any prejudicial steps ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
