Director resignation and invalid board action: written notice controls, post-resignation acts fail without lawful quorum or valid appointment.

A director's resignation becomes effective on written notice in accordance with the articles of association, and a later unilateral withdrawal is ineffective unless accepted by the company or board. Where resignation leaves the company without lawful board strength or quorum, subsequent meetings, appointments of directors or managing director, and share transfers made on that basis are invalid. Statutory saving provisions such as Section 290 do not cure acts involving usurpation of office or absence of valid appointment, and equitable doctrines like waiver, acquiescence, approbation and reprobation, or necessity do not validate unlawful corporate acts on these facts. Interim protection in oppression and mismanagement disputes may justify preservation of controlling shares and a temporary management arrangement.

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Issues: (i) Whether the resignation of a director took effect on written notice and whether the attempted withdrawal was valid; (ii) whether the board meetings held thereafter, the appointments of directors and managing director, and the transfer of shares were valid and saved by statutory doctrines; and (iii) whether interim protection was warranted, including restraint on dealing with the controlling shares and constitution of an ad hoc arrangement for management.

Issue (i): Whether the resignation of a director took effect on written notice and whether the attempted withdrawal was valid.

Analysis: The Articles of Association provided that the office of a director would become vacant upon resignation by notice in writing addressed to the company. On the admitted facts, the director tendered resignation with immediate effect. The later letter seeking withdrawal could not operate unilaterally, as withdrawal of a resignation requires acceptance by the company or the board. The cited authorities on company law supported the principle that resignation becomes effective in accordance with the governing articles and cannot be withdrawn as of right once communicated.

Conclusion: The resignation took effect on the date of the written notice, and the attempted unilateral withdrawal was ineffective.

Issue (ii): Whether the board meetings held thereafter, the appointments of directors and managing director, and the transfer of shares were valid and saved by statutory doctrines.

Analysis: Once the resignation took effect, the company was left without the minimum lawful board strength and without quorum for valid board action. Meetings purportedly held thereafter were therefore not validly convened or held. The appointments made in those meetings were consequently invalid, and the transfer of shares based on those meetings could not stand. The participation of interested directors in the share transfer was held to offend the prohibition against interested directors taking part in such matters. The Court further held that Section 290 did not protect acts arising from a total absence of valid appointment or from usurpation of office, and that ratification through the later AGM was not established on the record. The doctrines of waiver, acquiescence, approbation and reprobation, and necessity were rejected on the facts.

Conclusion: The board meetings were invalid, the appointments of directors and managing director were invalid, the share transfer was invalid, and the statutory saving provisions and equitable doctrines did not validate the acts.

Issue (iii): Whether interim protection was warranted, including restraint on dealing with the controlling shares and constitution of an ad hoc arrangement for management.

Analysis: The allegations disclosed a strong prima facie case of oppression and mismanagement. The Court held that the statutory threshold for interim intervention was satisfied and that an outsider receiver was unnecessary in the peculiar family-company setting. Pending adjudication of the succession dispute, the controlling shares were to be preserved and the company's affairs regulated through a temporary arrangement consisting of the family members themselves, subject to unanimity and oversight by the Company Law Board.

Conclusion: Interim protection was justified, and an ad hoc board was constituted with restrictions on dealing with the disputed controlling shares.

Final Conclusion: The appeal succeeded in part, the impugned interim order was modified, and a temporary management structure was substituted to preserve the company and the disputed shareholding until the underlying disputes were finally decided.

Ratio Decidendi: A director's resignation takes effect in accordance with the articles on written notice, and acts of a board lacking lawful strength and quorum are void; such acts are not validated by Section 290 where there is usurpation or absence of valid appointment, nor by equitable doctrines that require lawful election, approval, or bona fide acquiescence.

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