A company may exempt itself from the requirement to provide an explanatory statement under Section 173 of the Companies Act by providing otherwise in its articles of association.

( 1 ) THIS application had been made by Joginder Singh Palta for an order of injunction restraining the defendants. Time Travels P. Ltd, and others, from in any manner giving effect or further effect to the resolution, dated May 14,1982, restraining the defendants from interfering in any manner with the right of the petitioner to act as the managing director of defendant No. 1 and for other consequential reliefs.

( 2 ) IT was the petitioner's case that at all material times he was and still is the managing director of defendant No. 1. The company was incorporated on or about March 8, 1978, under the Companies Act, 1956, as a private company limited by shares. Defendants Nos. 2, 3 and 4 at all material times were and still are directors of defendant No. 1 and the petitioner along with the said directors constituted the board of directors of defendant No. I. The petitioner and defendants Nos. 2 and 4 were the first named directors of the company in its articles of association. According to the petitioner, he was duly appointed as the managing director of defendant No. 1 by the board of directors for the initial period of three years with effect from June 1, 1978, and subsequently from June 1,1981, he was duly appointed as the managing director of the defendant on various terms and conditions as set out in paragraph 9 of the petition. Since June 1,1976, the petitioner has been duly acting as the managing director of defendant No. 1 and performing his duties as such. It was the petitioner's case as made out in the petition, that on May 23, 1982, the petitioner for the first time came to know from an advertisement caused to be published by the defendants in an issue of Amrita Bazar Patrika, dated May 16, 1982, that a resolution had been passed at an extraordinary, general meeting of defendant No. 1, dated May 14, 1982, for the removal of the petitioner as director of defendant No. 1. The petitioner denied and disputed the factum, validity and the genuineness of the said resolution passed at the extraordinary general meeting inasmuch as, according to the petitioner, no board meeting was held for the purpose of considering the said purported resolution or convening the extraordinary general meeting of defendant No. 1. According to him no notice of the said resolution or of the said extraordinary general meeting was given by defendant No. 1 to him or by any other defendants. According to him, no special notice had been served on the petitioner and, under the circumstances, he was not given any opportunity to be heard on the proposed resolution or at the meeting. Under those circumstances, the petitioner had no opportunity to make any representation with regard to the said proposed resolution for his removal as the director of defendant No. 1. It was the petitioner's further case that such resolution had not been notified to the Registrar of Companies removing the petitioner from the directorship of defendant No. 1.

( 3 ) MR. Sujit Sinha, Barrister-at-Law, appeared in support of this application and submitted that the removal of his client as a director was illegal, void and of no effect. First of all, on the ground that no notice of the said resolution or of convening of the said extraordinary general meeting was given, no board meeting was ever held for the purpose of considering the said resolution. No special notice had been given to the petitioner nor any particulars were given to the petitioner to make any representation in respect of the said resolution for his removal as a director of defendant No. 1. The meeting held and the resolutions passed on May 14, 1982, were contrary to and in violation of the provisions of the Companies Act as also the articles of association of defendant No. 1. According to the petitioner, no effect whatsoever had been given to the resolution inasmuch as the petitioner had been attending the office of defendant No. 1 and performing and/or discharging his duties as the managing di