https://www.taxtmi.com/caselaws?id=108550 Contractual rights affecting a company's internal management are enforceable against the company only when reflected in the articles of association; a shareholders' agreement alone could not restrain resignations from the board or override the articles. Where the articles required a specified shareholder's affirmative assent for board changes, appointments made without that assent were contrary to the articles and invalid. Section 290 of the Companies Act, 1956 protected acts of a de facto director only until the company was notified of the appointment's invalidity. A board meeting held without the required nominee directors, proper notice, or quorum could not validly approve annual accounts when the articles made those requirements mandatory. Interim relief under section 9 of the Arbitration and Conciliation Act, 1996 was available to preserve contractual and article-based rights pending arbitration. en-us Thu, 10 Oct 2002 00:00:00 +0530 Mon, 02 Apr 2012 15:28:16 +0530 TaxTMI RSS Generator https://www.taxtmi.com/caselaws?id=108550 Contractual rights affecting a company's internal management are enforceable against the company only when reflected in the articles of association; a shareholders' agreement alone could not restrain resignations from the board or override the articles. Where the articles required a specified shareholder's affirmative assent for board changes, appointments made without that assent were contrary to the articles and invalid. Section 290 of the Companies Act, 1956 protected acts of a de facto director only until the company was notified of the appointment's invalidity. A board meeting held without the required nominee directors, proper notice, or quorum could not validly approve annual accounts when the articles made those requirements mandatory. Interim relief under section 9 of the Arbitration and Conciliation Act, 1996 was available to preserve contractual and article-based rights pending arbitration. Case-Laws Companies Law Thu, 10 Oct 2002 00:00:00 +0530 https://www.taxtmi.com/caselaws?id=108550