Articles of Association is binding on the applicant.

M. THANIKACHALAM, J.

The applicant, as plaintiff, has filed the suit for declaration, that the notice dated 8.12.2006 issued in the name of defendants 5 to 30, convening an Extraordinary General Meeting of the first respondent/first defendant-company on 5.1.2007 at 10.30 a.m., at No.3, Ashok Pillar Road, Ashok Nagar,Chennai - 600 083 (Udhayam Complex) is illegal, invalid and ultra vires and for consequential permanent injunction restraining the defendants 5 to 30 from holding the Extraordinary General Meeting of the company on5.1.2007 or on any other subsequent date, in which this application has been filed, seeking an order of interim injunction, till the disposal of the suit.

2. The applicant would state, in his elaborate affidavit, that the attempt on the part of the respondents 5 to 30, to hold an Extraordinary General Meeting on 5.1.2007, is not only illegal, but also mala fide and is an wholesome effort to appoint respondents 6 to 9 as Directors, after removing respondents 2 to 4 from the office of the Directors. It is further alleged that the Directors were mismanaging the affairs of the company, because of their mal-administration and that if the proposed Extraordinary General Meeting of the company is allowed to be held on 5.1.2007, that would make the proceeding before the Company Law Board, Chennai, itself, infructuous and the balance of convenience also lies, in allowing the matters to be decided by a judicial forum. Thus elaborately alleging mismanagement and mal-administration etc., this application is filed, seeking an order of interim injunction.

3. In the counter affidavit, the respondents 5 to 30, denying the allegations in the affidavit, would contend that as per the notice issued, the respondents are competent to convene the meeting, which cannot be prevented by an order of interim injunction, since the balance of convenience and prima facie case are not in favour of the applicant, whereas they are in favour of the respondents.

4. Heard Mr. A. Venkataseshan, the learned counsel for the applicant and Mr. P.H. Arvindh Pandian, learned counsel for the respondents 5 to 30.

5. Thelearned counsel for the applicant would submit that the notice issued, calling for Extraordinary General Meeting, dated 8.12.2006, itself is prima facie illegal, since the same is not in accordance with the provisions of Sections 169 and 173 of the Companies Act and that there are mala fides in the proposed action taken by the respondents, in convening the Extraordinary Annual General Meeting and if that is allowed to go on, that will affect the right of the applicant, who is a shareholder and in this view, the applicant is entitled to an order of interim injunction, till the disposal of the suit.

6. Responding to the above submissions, the learned counsel for the respondents 5 to 30 would submit that as such, there is no violation of any kind and everything is in accordance with law, including the issuance of the notice and that even if any decision is to be taken on the date of Extraordinary General Meeting, that is subject to the approval of the Company Law Board in C.P. No.64 of 2006, thereby showing, no prejudice at all would be caused to the applicant and that though the applicant had received the notice as early as on 11.12.2006, he has not filed the suit in time, if really he has got any grievance, whereas the suit came to be filed only on 2.1.2007, thereby showing mala fide only on the part of the applicant and such kind of action should not be recognised, that too, when the Extraordinary General Meeting is being convened, pursuant to the requisition issued by the shareholders. Thus elaborating the above points, the learned counsel for the respondents 5 to 30 would submit that neither the balance of convenience nor the prima facie case is in favour of the applicant and therefore, the application deserves outright rejection.

7. By going through the entire pleadings, as well as by going through the relevant provisi