Limited interim protection may restrain conflicted corporate decisions, but not ordinarily stop a duly convened company meeting.

A company court may grant limited interim protection where a proposed corporate decision creates a concrete conflict of interest and could prejudice pending proceedings before another forum, while avoiding any encroachment on that forum's jurisdiction. At the same time, it will not ordinarily restrain the holding of a company meeting or interfere with its convening, unless the challenge concerns a defect in the procedural or numerical requirements for the meeting itself. On these principles, the court confined relief to restraining a shareholder-controlled decision that could amount to consent or no-objection for handing over possession of two flats, but refused to stop the extraordinary general meeting or grant wider interim reliefs.

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Issues: (i) Whether an interim injunction could be granted to restrain the shareholder from taking a decision in the company meeting that may amount to giving consent or no-objection for handing over possession of the two flats before the DRT proceedings. (ii) Whether the court should restrain or interfere with the holding of the extraordinary general meeting and the connected prayer for interim reliefs concerning the meeting.

Issue (i): Whether an interim injunction could be granted to restrain the shareholder from taking a decision in the company meeting that may amount to giving consent or no-objection for handing over possession of the two flats before the DRT proceedings.

Analysis: The dispute concerning the two flats was not itself the subject of adjudication, but the proposed corporate decision had a direct bearing on the company's position before the DRT. The court found a real risk of conflict of interest if the company, through the shareholder in control, took a stance that could prejudice the company and its shareholders in the pending proceedings. The prayer was considered only to the limited extent necessary to protect the company's interest, without trenching upon the DRT's jurisdiction or the lender's independent rights under the mortgage arrangements.

Conclusion: Interim protection was granted, and the shareholder was restrained from taking any decision that would amount to giving consent or no-objection for handing over possession of the two flats before the DRT.

Issue (ii): Whether the court should restrain or interfere with the holding of the extraordinary general meeting and the connected prayer for interim reliefs concerning the meeting.

Analysis: The court accepted that, as a general rule, it does not restrain the holding of a company meeting and that interference is justified only in limited circumstances such as failure of procedural or numerical requirements. On the facts, the grievance was substantially directed at the consequences of the proposed meeting and not at any defect in the convening process. The court therefore declined to stall the meeting or grant the wider interim prayers sought in relation to it. The earlier interim application had also become infructuous by passage of time.

Conclusion: The prayers for restraining the meeting and the connected interim reliefs were refused, and the earlier interim application was disposed of as infructuous.

Final Conclusion: The court granted only a limited protective injunction concerning the proposed DRT-related decision, while refusing the broader attempt to stop the company meeting and other ancillary interim reliefs.

Ratio Decidendi: A court will not ordinarily restrain a company meeting, but may grant limited interim protection where a proposed corporate decision creates a concrete conflict of interest and may prejudice pending proceedings, without encroaching upon the jurisdiction of another forum.

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