Temporary injunction over director election upheld where shareholder rights and statutory candidature notice requirements were not properly followed.

A temporary injunction may restrain implementation of a shareholder election where the applicant shows a prima facie enforceable membership right, threatened legal injury, and a balance of convenience against giving effect to an apparently illegal election of a director. The shareholder's right to stand for election is treated as an individual membership right and is justiciable. Section 257 of the Companies Act is noted as requiring notice of candidature by a candidate or proposing member, without the seconding requirement adopted by the chairman. Revisional interference is limited to jurisdictional error or material irregularity, and is unavailable on the stated facts.

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Issues: Whether the interim injunction restraining effect of the resolution declaring a candidate elected as director was justified, and whether revisional interference was warranted.

Analysis: For grant of temporary injunction under Order 39, the applicant must show a prima facie right, threatened legal injury and a balance of convenience in his favour. The right of a shareholder to stand for election as director is an individual membership right and a justiciable issue. Section 257 of the Companies Act contemplates notice of candidature by a candidate or proposing member, and does not require seconding in the manner adopted by the chairman. On the facts, the election was prima facie conducted contrary to the legal rules and statutory provisions, while the company could continue its business without the newly elected director. The revisional court could interfere only within the limited bounds of section 115 of the Code of Civil Procedure, and no jurisdictional error or material irregularity was shown in the orders below.

Conclusion: The interim injunction was rightly maintained and the revision had no merit.

Ratio Decidendi: A temporary injunction may be granted where a shareholder shows a prima facie enforceable right, threatened legal injury and a balance of convenience against continuation of an apparently illegal election, and revisional interference is unavailable absent jurisdictional error or material irregularity.

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