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TMI Blog2017 (8) TMI 759X X X X Extracts X X X X X X X X Extracts X X X X ..... ctor's report, it would not be prudent to suggest conclusive findings on facts while the matters are sub-judice. We are also unable to appreciate the Respondent's arguments that if the incorporated remarks be defamatory in nature, the recourse to seek remedial measures by way of damages or criminal action would be open to the petitioner/applicant. It does not stand to reason as to why any petitioner should not be protected by courts if they have been vigilant to take pre- emptive steps rather than first being made to suffer despite seeking protection, only to be told to suffer first and then move the court for adjudication for any cause of action that may arise after the damage has been done. That would indeed be a travesty of justice. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gal notices making inter-alia frivolous, unwarranted fabricated allegations, claims and demands, which were strongly responded to and counter-claims lodged against her. She thereafter filed a petition before Hon'ble Company Law Board(CLB), making other shareholders and the Company as respondents, which is being strongly contested and is now pending before the Hon'ble National Company Law Tribunal (NCLT). (b) Simultaneously Ms. Khatter started adopting a very disruptive and uncooperative attitude. Not only that she was very reluctant to get the audit of the accounts of the company for the financial year 2014-1015 duly completed and resolve the auditors queries arising out of audit being conducted by them, she and her staff on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... espondents have vehemently opposed the same. It is submitted that as per a catena of judgments, an AGM so fixed cannot be restrained from being convened. 4. While we are inclined to accept this proposition of the Respondents and are hesitant to pass any orders restraining the holding of the AGM, we find that the objections raised by the petitioner in the auditor's report does amount to character vilification and not wholly relevant for the purpose of projecting the financial statements. 5. Since it was argued by the Respondents that the Auditor's report being independent had to be incorporated in the Directors Report so as to apprise the shareholders of the true situation and there was no discretion in omitting the same, this ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e restrained from making disclosures. It is emphasised that it is a duty cast on the management to disclose; in the explanatory note all material facts relating to the resolution coming up before the general meeting to enable the shareholders form a judgment on the business before them. 9. There is no dispute with respect to the aforesaid proposition. No doubt, every member is entitled to a true and correct picture of the affairs relating to the business of the company, but not extraneous to the same. There are allegations and counter allegations made by both the parties which are subjudice before various courts. While it may be worthwhile to mention the pendency of lis at the instance of both the parties in the Auditor's/Director ..... X X X X Extracts X X X X X X X X Extracts X X X X
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