Temporary injunction principles govern a share-transfer dispute, and refusal was upheld for lack of a prima facie case.

Transfer of equity shares under the shareholders' agreement was read harmoniously with the contract terms, and the agreement could not override the articles of association. The nominee directors had already been appointed before the suit, and interim relief remained governed by the ordinary tests of prima facie case, balance of convenience, and irreparable injury. The argument that civil court jurisdiction was wholly excluded under Section 26 of the Sick Industrial Companies (Special Provisions) Act, 1985 was not accepted at that stage, but the plaintiffs still failed to establish a prima facie case for temporary injunction. The revisional court therefore found no ground to interfere with the order refusing injunction.

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Issues: Whether the revisional court should interfere with the order refusing temporary injunction in a suit challenging the transfer of shares and nomination of directors, and whether the pleadings disclosed a prima facie case in view of the contractual terms and the alleged bar under the Sick Industrial Companies (Special Provisions) Act, 1985.

Analysis: The agreement permitted transfer of equity shares and assignment of rights, and the relevant clauses were construed harmoniously to hold that transferability was not barred. The shareholders' agreement could not operate contrary to the articles of association, and the nominee directors had already been appointed before the suit. In deciding interim relief, the ordinary tests of prima facie case, balance of convenience, and irreparable injury governed the matter. The contention that the civil court's jurisdiction was wholly excluded under Section 26 of the Sick Industrial Companies (Special Provisions) Act, 1985 was not accepted at that stage, but the court found that the petitioners had not established a prima facie case for injunction.

Conclusion: The refusal to grant temporary injunction was upheld and no interference was warranted.

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