The civil court has jurisdiction to grant injunctions against interference with the company's management and affairs by its directors, and the removal of directors can prevent them from interfering with the company's operations.

1. Defendants of a suit in O.S.5926/14 which is pending on the file of XVIII Additional City Civil Judge, Bengaluru, have filed these appeals since they are aggrieved by the order of injunction granting temporary injunction against them on applications, I.As.1 to 3 filed under Order XXXIX Rules 1 and 2, C.P.C.

2. Respondents herein are plaintiffs in the said suit. Parties will be referred to as plaintiffs and defendants as per their ranking before the trial court.

3. Plaintiffs have filed the suit for the relief of permanent injunction. The 1st plaintiff is a company under the provisions of the Companies Act, 1956, and it has its registered office in Guregaon, Haryana State, and it is represented by Mr.Navin Bharadwaj as one of its directors. It has a branch office at Koramangala, Bengaluru, and it is engaged in the business of brewing, distilling and manufacturing of intoxicating and non-intoxicating drinks and is running restaurants for the said purpose. The 2nd plaintiff is stated to be the main promoter of the company. He is stated to have approached several persons to invest money in the company.

4. The 1st plaintiff company started its operations in Bengaluru by establishing a restaurant/brewery pub called BARLEYZ at Koramangala. Operations of the said restaurant was carried on by the defendants and they were in charge of the day-to-day affairs and management of the company.

5. Plaintiffs 2 to 4 and other shareholders in good faith handed over the operations of the restaurant to the defendants and later on they came to know that the defendants were mismanaging the company in regard to the financial affairs and were taking individual decisions without consulting the directors or shareholders of the company.

6. The defendants had neither convened a meeting of the board of directors nor the annual general meeting and they were stated to be acting hostile to the interest of the 1st plaintiff company. In view of the alleged mismanagement of the restaurant at Koramangala, plaintiff and other shareholders chose to a notice dated 1.7.2014 to convene an extra general body meeting for their removal as directors.

7. In the extra general body meeting, a majority of the shareholders decided to remove the defendants and to appoint plaintiffs 3 and 4as new directors. In spite of their removal from directorship in accordance with law, the defendants started interfering with the smooth running of the company and they used to hold out threats to the plaintiffs. Hence they are forced to file a suit for permanent injunction.

8. The defendants have filed common written statement and objections. According to them, plaintiffs have not approached the court with clean hands. According to them, plaintiffs do not have the balance of convenience and there was no board meeting or extra general body meeting to remove them and no resolution to that effect has been passed. The documents furnished by the plaintiffs are said to be fabricated and there was no lawful convening of the extra general body meeting for removing them as directors and no notice was issued with agenda in this regard. With these pleadings, they have requested the court t dismiss the suit as also the three applications filed seeking temporary injunction in regard to the management of the suit schedule property.

9. After perusing the records and hearing the learned counsel for the parties, the learned judge has passed the following order as found in page 15 of the impugned order.

ORDER I.A.No.1 to 3 filed U/O. XXXIX Rule 1 and 2 R/W Sec. 151 of CPC by the plaintiffs are allowed.

The ad-interim temporary injunction granted by this court dated 5.8.2014 restraining the defendants from obstructing with the operations of the plaintiff No.1 company at schedule premises, and restraining the defendants from illegally trespassing into the schedule premises of plaintiff No.1 company's branch office in Bangalore and restraining the defendants from representing themselves as directors of the pl