Ina Malhotra, Member - (1.) This application bearing CA No. 194/2017 has been filed by the petitioner praying for ad-interim urgent relief. The grievance of the petitioner is that the report of the Statutory Auditor contains material which tantamounts to personal vilification and character assassination and has little relevance to the financial statements of the company as prepared by him. A portion of the said report, more specifically at No. 20 to the Notes of Account as reproduced below is being objected to: "a) Consequent on conviction of Ms. Punita Khatter, the then Managing Director of the Company by a Hong Kong court in a shoplifting case in 2013, serious trust deficit developed between the Chairperson, majority shareholders and her. In 2014-2015 Ms. Khatter who also holds 35% equity shares in the company served legal 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 her behest, went to the extent of forcibly snatching their audit papers and their other documents. The incident was brought to the notice of the Board of Directors vide Auditor's letter dated 20th September, 2015. Based on the auditor's queries which included unexplained and unsupported payments and other material which came to the knowledge of the management, an FIR being Number an FIR No. 0595 dated 13/09/2016 for siphoning of funds to the tune of Rs. 95 lakhs and criminal breach of trust has been filed in Saket Police Station through Mr. Arjun Mehta one of the directors of the company against Ms. Punita Khatter. In the aforesaid FIR complaint has also been made of an illicit withdrawal of Rs. 3 lakhs from the account of the company with ICICI Bank and transfer of huge sums of money from HDFC Bank account of the company on February 06, 2016 immediately after issue of a restraint order by the Hon'ble High Court on 05.02.16, to her known persons with a view to siphon the moneys for her personal benefits."
(2.) The said auditor's report is required to be adopted in toto in the Director's report. It is the grievance of the applicant that once the same is done and uploaded, it shall cause a great prejudice by way of defamation. In view of the same it is prayed that the AGM which is fixed for Sunday, 16th July, 2017 be deferred till the defamatory/incorrect material/statements made therein are removed.
(3.) Ld. Counsels appearing on behalf of the Respondents 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.;