Company meeting must be properly convened; no contempt lies where the alleged act did not breach the injunction.

A gathering of shareholders at a private house was not a company meeting because it had not been convened in accordance with the articles of association or any recognised legal authority. On that basis, the alleged conduct did not breach the injunction, so the foundation for contempt and related criminal proceedings failed. The court held that no contempt could lie where the act complained of did not fall within the conduct restrained by the injunction, and the order directing contempt proceedings was unsustainable and had to be set aside.

---

---

Issues: Whether the order directing contempt proceedings could stand when the alleged meeting was not a meeting of the company and there was no breach of the injunction.

Analysis: A company meeting must be convened in the manner prescribed by the articles of association or by some recognised legal authority. A gathering of shareholders at a private house, not convened as a company meeting, could not be treated as a meeting of the company. On that footing, the alleged conduct did not amount to a breach of the injunction, and the foundation for the contempt and criminal proceedings failed.

Conclusion: The order of 27 June 1924 was unsustainable and had to be set aside.

Ratio Decidendi: A gathering of shareholders is not a company meeting unless convened in accordance with the company's governing rules, and no contempt can lie for breach of an injunction where the alleged act does not fall within the restrained conduct.

---