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Issues:
Reconstitution of the board of directors under article 18 of the articles of association, validity of the order replacing a director, exercise of pleasure by the Governor, mala fide allegations against a minister, authority to terminate services of a director, legality of the order issued by the Governor. Analysis: The judgment revolves around the reconstitution of the board of directors of a company under article 18 of the articles of association. The petitioner, who was initially appointed as a director, was subsequently replaced by another individual as per exhibit P-2 order. The petitioner challenges the validity of this order, claiming it was made without jurisdiction, mala fide, and arbitrary. The key contention is that directors hold office at the pleasure of the Governor, as outlined in article 18, and unless the exercise of pleasure is proven to be mala fide or against public interest, the court cannot interfere with the replacement order. The court refers to a previous case to emphasize that the Governor's discretion to continue or withhold pleasure is relatively unrestrained, with the only limitation being that it must be exercised bona fide and in the public interest. In this context, the court finds that unless the order is shown to be mala fide, it cannot be challenged. The judgment further clarifies that a director of a company does not hold an office of profit and has no right to the office except at the Governor's pleasure, who can remove a director at his absolute discretion. Regarding the mala fide allegations against a minister, the court examines the counter-affidavit denying any influence by the minister in the replacement decision. The court also highlights that the absence of a counter-affidavit from the minister is not obligatory since the matter is not within his portfolio. The court concludes that there is insufficient evidence to suggest mala fides in the replacement order and dismisses the allegations against the minister as irrelevant. Lastly, the court addresses the argument that the replacement order was not issued by the Governor himself, as required by article 18. The court rejects this contention, noting that the order was issued "by order of the Governor" and signed by the Secretary, Industries Department, thus upholding the validity of the order. Consequently, the writ petition is dismissed, and no costs are awarded in the case.
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