Premature interim injunction against board meeting refused where no resolution removing directors had yet been passed.

Interim injunction was refused because restraint against a proposed board meeting to consider removal of a Managing Director and Joint Managing Director was premature. The Court drew a distinction between merely convening or holding a meeting and the actual passing of a resolution effecting removal; until positive board action was taken, no completed grievance existed. It held that the court should not restrain only a proposed course of action in the absence of an established wrongful act. Any challenge based on contract terms or inconsistency with the Articles could arise only if removal was later resolved upon.

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Issues: Whether an interim injunction could be granted to restrain the holding of a board meeting proposed for considering removal of a Managing Director and Joint Managing Director, when no actual resolution removing them had yet been passed.

Analysis: The relief sought was held to be premature because a distinction had to be drawn between the calling of a meeting and the actual removal of the office-holders. Until the Board took positive action by passing a resolution, there was no completed grievance. At the stage of merely convening or holding the meeting, the Court would be restraining only a proposed course of action, not an established wrongful act. The Court also noted that if removal eventually occurred, the consequences could be examined then, including whether the action was contrary to contract or ultra vires the Articles, but that question did not arise before any actual resolution.

Conclusion: Interim injunction refused. The appeal failed.

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