Consent order scope in company dispute: procedural restraint did not bar director removal steps or an extraordinary general meeting.

A consent order regulating a pending company petition and completion of pleadings was construed as a procedural safeguard against further litigation on the same dispute, not as a restraint on the company's internal management or shareholders' statutory rights. The prohibition on initiating action or proceedings over the subject matter pending disposal of the petition was held insufficient to bar steps for removal of a director or convening an extraordinary general meeting. Because contempt jurisdiction requires a clear and explicit direction capable of being violated, and no such restraint was contained in the order, the essential ingredients of contempt were not made out. The contempt application was therefore not maintainable and was rejected.

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Issues: Whether the contempt application was maintainable on the basis that the consent order dated 22.12.2016 restrained the company or its trustees from initiating steps for removal of the director and convening the extraordinary general meeting.

Analysis: The consent order was passed to regulate the course of the pending company petition and to complete pleadings. The prohibition against filing interim applications or initiating action or proceedings over the subject matter pending disposal of the petition was read in context as a procedural safeguard against further litigation on the same dispute, not as a restraint on the company's internal management or statutory rights of shareholders. Contempt jurisdiction could not be invoked unless there was a clear and explicit direction capable of being violated, and the order did not contain any such restraint. On that construction, the essential ingredients of contempt were not established.

Conclusion: The contempt application was not maintainable and was rejected.

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