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2018 (9) TMI 1609 - HC - Companies LawTenure of the Director - Permanent (non-rotational) director as supported by the Articles of association - Other directors proposed to removed the petitioner by calling EGM - Seeking permanent injunction against the Defendants from conducting an Extraordinary General Meeting (‘EGM’) for removing the Plaintiffs - Held that:- A perusal of the Articles of Association clearly shows that the Plaintiff No.1 is a non-rotational Director and can remain so long as he does not voluntarily resign. However, this Article is subject to the provisions of the Companies Act which permits the removal of a Director by majority share holders in a lawfully requisitioned EGM. Article 17 of the Articles of Association cannot therefore be treated as having precedence over the provisions of the Companies Act. No injunction from calling the EGM can therefore be granted. The resolutions sought to be passed in the EGM have already been circulated. The hearing, if any, that the Plaintiffs seek can only be granted at the EGM and not before. The EGM having not been held, the suit is not maintainable and is also premature. The injunction in respect of the EGM does not deserve to be granted. No other relief is pressed or arises. Thus, the present suit is not maintainable and is therefore dismissed.
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