NAINA D KAMANI Vs. N SRINIVASAN

JUDGEMENT

(1.) The Plaintiff is one of the permanent Directors of Defendant No.1 Company. Defendant Nos. 2 and 3 are two other permanent Directors of Defendant No.1. The Company essentially owns one residential building. The Plaintiff and Defendant No.2 reside in two flats of the building. The building was purchased in an auction by Defendant the No.1 Company when the Plaintiff and Defendant No.2 were its members and Directors. The property came to be purchased on 19 th January 1989 under the certificate of such purchase in an auction. One flat was thereafter purchased by Defendant No.3 and accordingly the Plaintiff and Defendants 2 and 3 came to be the three Directors of Defendant No.1 Company.

(2.) It is the case of the Plaintiff that in order to give the Plaintiff sufficient representation in management it was specifically decided that all the three Directors would equally partake in the Board Meetings so that the resolutions of the Board would be unanimous. The Articles of the Company came to be amended to make a specific provision in that regard. Article 51(f) of the Articles of Association of the Company dealing with (Directors and proceedings of the Board) came to be incorporated in the Article to make a specific provision for unanimous vote at the Board Meetings. Similarly under Article 51(e) it was specifically shown that the Plaintiff and Defendant Nos. 2 and 3 were permanent Directors of the Company and further appointment of any Directors, other than any additional Director, would be by the person nominated by the outgoing Director as a permanent Director.

(3.) Articles 51(e) and (f) are, therefore, peculiar to Defendant No.1 Company.