( 1 ) WINSTON Churchill once remarked that some see private enterprises as a predatory target to be shot others as a cow to be milked, but few are those who see it as a sturdy horse pulling the wagon. But then what is to be said when what it evolves is friction, nonresponsiveness, and hostility ? This suit presents such a spectacle.

( 2 ) LET me first introduce the main characters. Mr. K. G. Khosla and Mr. Deepak Khosla are the plaintiffs. The first is the Chairman and the second the Managing Director of K. G. Khosla Compressors Ltd. (hereinafter called the Company ). There are three defendants. The first is Mr. Rahul C. Kirloskar while the second is Mr. Sanjay C. Kirloskar. While the first happens to be the Managing Director, the second is the Director of Kirloskar Pneumatic Company Ltd. The third defendant is K. G. Khosla Compressors Ltd.

( 3 ) THE plaintiffs named above instituted a suit for declaration and injunction on July 10, 1995 and alongwith it was moved an application under Order 39 Rules 1 and 2 read with section 151 of the Code of Civil Procedure. This order has its seeds in that application.

( 4 ) IT so happened that on March 27, 1995 the Board of Directors decided to convene an Extra-ordinary General Meetg of the shareholders of the Company. The date fixed was May 9, 1995 and a Notice to that effect was issued on April 12, 1995. However on May 9, 1995 the meeting was adjourned for July 19, 1995. The plaintiffs want an interim injunction restraining the defendants from transacting in that meeting the Special Business Para 1 which is stated as follows :

"1. To consider and, if thought fit, to pass the following Resolution with or without modification as a Special Resolution : Resolved that pursuant to section 31 and other applicable provisions, if any, of the Companies Act, 1956, the Articles of Association of the Company, be and are hereby altered in the following manner : a) The existing Article No. 108 be deleted and the following Article be substituted in place thereof. "the quorum for a meeting of the Board shall be determined in accordance with the provisions of Section 287 of the Act and at least one Director representing Kirloskar Pneumatic Co. Ltd. or Kalyani Steels Limited and one of the nominee Directors appointed by Financial Institutions or Banks shall necessary be present. " b) Article No. 120 be deleted. c) The existing Article No. 122 be deleted and the following Article be substituted in place thereof "subject to the provisions of the Act and in particular to the prohibitions and restrictions contained in Section 292 thereof, the Board may, from time to time, entrust to and confer upon a Managing Director and whole-time Director or the time being such of the powers exercisable under these presents by the Board as it may think fit and may confer such powers for such time and to be exercised, for such objects and purposes, and upon such terms and conditions, and with restrictions as it thinks fit, and the Board may confer such powers, either collaterally with, or to the exclusion of, and in substitution for all or any of the powers of the Board in that behalf, and may, from time to time, revoke, withdraw, alter or vary all or any of such powers". d) Article No. 123 be deleted".

( 5 ) TO have a clearer picture let me reproduce Articles 108, 120, 122 and 123 as they exist at present. They are as under :

"108 The quorum for a meeting of the Board shall be determined in accordance with the provisions of Section 287 of the Act and at least one Director representing Khosla Group, one Director representing Kirloskar Pneumatic Co. Ltd. or Kalyani Steels Limited and one of the nominee Directors appointed by Financial institution or Banks shall necessarily be present. 120 Subject to the provisions of Section 255 of the Act, a Managing Director of Joint Managing Director shall not, while he continues to hold that office, be subject to retirement by rotation, and he shall not be reckoned as Direc