Re SLC Bayside Pty Ltd [2026] VSC 417 (26 June 2026)

Re SLC Bayside Pty Ltd [2026] VSC 417 (26 June 2026) AustLII Search Supreme Court of Victoria Search AustLII ▼ Search Options All databases This database only Full text Titles only Advanced Search… Search term: × Close About Contact Copyright & Usage Privacy Disclaimers Feedback Help Type Cases Jurisdiction Victoria Database Supreme Court of Victoria Year 2026 Citation [2026] VSC 417 All Databases Cases & Legislation Journals & Scholarship Law Reform Treaties Libraries Communities LawCite Australia CTH ACT NSW NT QLD SA TAS VIC WA New Zealand Specific Year Any 2015 Year Range 1970 2015 2015 2015 Apply --> Any Any 2026 --> Any 2015 2014 2013 --> Any 2015 2014 2013 --> Re SLC Bayside Pty Ltd [2026] VSC 417 (26 June 2026) Last Updated: 26 June 2026 IN THE SUPREME COURT OF VICTORIA Not Restricted COMMERCIAL COURT CORPORATIONS LIST S ECI 2026 02601 IN THE MATTER of SLC BAYSIDE PTY LTD TOUGH RANGER PTY LTD (ACN 607 352 009) Plaintiff v SLM CORP PTY LTD (ACN 641 735 935) (in its own capacity and as trustee of the SLM CORP TRUST) Defendant --- JUDGE : Waller J WHERE HELD : Melbourne DATE OF HEARING : 17 June 2026 DATE OF RULING : 18 June 2026 (Revised 26 June 2026) CASE MAY BE CITED AS : Re SLC Bayside Pty Ltd MEDIUM NEUTRAL CITATION : [2026] VSC 417 --- CORPORATIONS — Application for interlocutory injunctions restraining removal or appointment of director and restraining party from acting on behalf of company — Cross-application under s 249G Corporations Act 2001 (Cth) for order that Court convene meeting of company members — Where sole director and minority shareholder declined to attend or facilitate quorum at meetings requisitioned by majority shareholder — Whether impracticable to call meeting in any other way — Quorum requirement used to frustrate majority's ability to convene and conduct meeting — Discretion to order meeting — s 249Q Corporations Act 2001 (Cth) — Proper purpose of resolutions — Distinction between practicability of convening meeting and ultimate validity of resolutions to be considered — Whether merits of proposed resolutions a threshold matter or one for members and, if necessary, separate curial scrutiny — s 1319 Corporations Act 2001 (Cth) — Ancillary orders fixing quorum for court-ordered meeting. --- APPEARANCES : Counsel Solicitors For the Plaintiff Mr A Herskope Lewenberg & Lewenberg For the Defendant Mr S Waldren Comlaw TABLE OF CONTENTS HIS HONOUR: Introduction 1 These are revised reasons for a ruling delivered ex tempore on 18 June 2026. [1] 2 There are two interlocutory applications before the Court, both arising out of a governance dispute between the shareholders of SLC Bayside Pty Ltd ( the Company ). 3 The plaintiff, Tough Ranger Pty Ltd, holds 10% of the Company’s shares. The defendant, SLM Corp Pty Ltd ( SLM ), holds the remaining 90%. The defendant wishes to appoint an additional director to sit alongside the Company’s sole director, Sidiqullah Naqebullah ( Sid ), who is associated with the plaintiff. [2] 4 The plaintiff resists that appointment and alleges that the defendant’s real purpose is to interfere with Sid’s efforts to investigate irregularities in the Company’s records. The defendant in turn, alleges that Sid and the plaintiff have used Sid’s position to advance their own interests and have obstructed the defendant’s attempts, as majority shareholder, to have a second director appointed. 5 By an Originating Process filed 28 April 2026, the plaintiff seeks, among other relief, interlocutory injunctions restraining SLM, its servants and agents from (a) removing or appointing a director of the Company ( Injunction 1 ); and (b) acting, or holding itself out as acting, for or on behalf of the Company ( Injunction 2 ). A third injunction concerning use of Company funds was originally sought but is not pressed. 6 By an Interlocutory Process filed 25 May 2026, the defendant seeks orders under ss 249G and 1319 of the Corporations Act 2001 (Cth) ( the Act ) that the Court itself call a meeting of the Company’s members to consider the resolutions in SLM’s Notice of Meeting dated 10 April 2026 (the Notice ) on the basis that it has become impracticable for the defendant to convene an effective meeting in any other way. Factual background 7 The Company was incorporated on 18 June 2020. It provides building and construction services to developers. 8 Sid has been its sole director and secretary since incorporation. 9 The plaintiff holds 10% of the issued shares in the Company. The defendant holds the remaining 90%. The defendant’s interests in the Company are conducted principally through Samira Zemaryalai ( Samira ) and Obaid Naqebullah ( Obaid ) who is Sid’s brother. 10 By early 2026 the relationship between the plaintiff and Sid, on the one hand, and the defendant, Samira and Obaid, on the other, had broken down. 11 The plaintiff and Sid allege that Obaid and Samira have caused the creation of inaccurate Company records and unauthorised transactions, and have sought to install an additional director to frustrate Sid’s efforts to audit and correct the Company’s books. SLM alleges that Sid and the plaintiff, in combination, have used Sid's position as sole director to advance their own interests at the expense of the Company and SLM, and have obstructed SLM’s attempts, as majority shareholder, to have an additional director appointed. 12 On 10 April 2026, SLM served the Notice, proposing four matters for resolution. (a) The first matter concerns the appointment of Mr George Kovatch as an additional director and the terms and conditions of his appointment. (b) The second matter concerns the allocation of responsibilities between the directors in ten identified areas. (c) The third matter concerns changes to the signatories of the Company’s bank accounts. (d) The fourth matter concerns the engagement of an independent accountant to review the Company’s loan accounts and address concerns in respect of related party loans. 13 On 13 April 2026, the Company and the plaintiff sought information from the defendant concerning Mr Kovatch’s suitability for appointment, to determine whether to support the proposed resolutions. No response was received. 14 On 30 April 2026, the plaintiff commenced this proceeding alleging oppressive conduct and seeking interlocutory and final relief. Its solicitors also informed the defendant that neither the plaintiff nor Sid would attend the meeting convened by the Notice. 15 The meeting was held on 6 May 2026. Samira attended on behalf of the defendant which was the sole member present. No quorum was achieved, and the meeting was adjourned to 13 May 2026. 16 Prior to the adjourned meeting, the defendant purported to transfer one ordinary share to 109 Veldons Rd Pty Ltd, an entity associated with Samira, with the apparent object of adding a member who could assist in achieving a quorum. Sid, as the sole director, refused to register that transfer. The adjourned meeting on 13 May 2026 was, as a consequence, again not attended by a quorum of members in accordance with the Company’s constitution. 17 The defendant relies on the affidavits of Samira affirmed 24 May 2026 and 25 May 2026 and the affidavit of Charles Leonidas sworn 25 May 2026. 18 The plaintiff relies on the affidavits of Sid affirmed 28 April 2026 and 21 May 2026. 19 On 26 May 2026 the matter came before Delany J as duty judge. Upon the parties giving various undertakings, his Honour referred the proceeding to judicial mediation before Efthim AsJ on 9 June 2026. 20 No resolution was reached at mediation, and the applications were heard before me yesterday. The Competing Applications 21 The plaintiff’s application seeks two interlocutory injunctions in aid of the final relief claimed in the Originating Process: Injunction 1, restraining the removal or appointment of a director pending trial; and Injunction 2, restraining the defendant, Obaid and Samira from acting, or representing that they act, for the Company. 22 The defendant’s application seeks an order that the Court itself call a meeting of members pursuant to s 249G of the Act and make ancillary directions under s 1319 of the Act as to its conduct, on the footing that the defendant, notwithstanding its 90% holding, has been unable to convene an effective meeting because the plaintiff and Sid will not attend and have blocked the share transfer that would otherwise have secured a quorum. The Plaintiff’s Application D.1. Legal principles 23 The injunctive relief claimed in the Originating Process is expressed to be pursuant to s 233 of the Act. Section 233 sits within pt 2F.1 of the Act which is headed ‘Oppressive conduct of affairs’. Section 233 gives the Court the power to make a wide range of orders including an order restraining a person from engaging in specified conduct: s 233(1)(i). 24 However, the exercise of the power conferred by s 233 is conditioned on the existence of a state of affairs described in s 232 namely, that the conduct of a company’s affairs, an act or omission by or on behalf of a company, or a resolution or proposed resolution of members, is either contrary to the interests of the members as a whole, or oppressive to, unfairly prejudicial to, or unfairly discriminatory against, a member. 25 The existence of such a state of affairs is a question of fact, ordinarily able to be found only after the parties have joined issue, and dependent on the evidence to be adduced and tested, and the facts found, at trial. [3] 26 It is arguable that, at this stage of the proceeding, no s 232 state of affairs has been found to exist, and that the condition for the exercise of the power conferred by s 233 is therefore not fulfilled, such that s 233 supplies no source of power to make the interlocutory orders sought by the plaintiff. 27 This point was not raised by the defendant and was not the subject of argument before me. The plaintiff accordingly had no opportunity to address it. In those circumstances I do not think it appropriate to reach any concluded view on whether s 233 of the Act confers power to grant interlocutory relief of this kind, or on whether the plaintiff’s application should instead, or additionally, be understood as invoking the Court’s inherent or equitable jurisdiction to grant interlocutory injunctive relief, together with s 37 of the Supreme Court Act 1986 (Vic). I will proceed on the assumption, most favourable to the plaintiff, that the Court has power to grant the relief sought on one or other of those bases. 28 It is not in dispute that the Court has power to grant an interlocutory injunction in its inherent jurisdiction and under s 37 of the Supreme Court Act 1986 (Vic), and that such an injunction ordinarily serves to preserve the status quo pending trial. The plaintiff, as the moving party, bears the onus of establishing (a) a serious question to be tried, that is a prima facie case with sufficient likelihood of success, having regard to the cause of action relied upon, to justify preservation of the status quo; and (b) that the balance of convenience favours the grant of the injunction, [4] the Court asking which course carries the lower risk of injustice if it later transpires the order was wrongly made or wrongly refused. [5] The two limbs are not considered in isolation but as a whole, [6] and the adequacy of damages is a central, though not exclusive, consideration on the balance of convenience. D.2. Plaintiff’s submissions 29 The plaintiff submits, in respect of Injunction 1, that there is a prima facie case that Obaid and Samira have caused the creation of inaccurate Company records and unauthorised transactions, and that the defendant’s pursuit of an additional director is an attempt to usurp Sid’s efforts to identify and rectify those matters. On the balance of convenience, the plaintiff submits there is no proper basis for a second director to perform tasks Sid already performs, that the defendant has not answered legitimate queries about Mr Kovatch, that an additional director with no familiarity with the Company’s affairs is likely to produce deadlock at the very time the books most need attention, that the proposed remuneration is an unnecessary expense and that damages may not be an adequate remedy if the Company’s operations are disrupted. 30 As to Injunction 2, the plaintiff submits there is a prima facie case that the defendant, Obaid and Samira have represented, directly or indirectly, that they have authority to act for the Company. It relies on Obaid’s instruction to the Company’s IT provider not to release information or access to Sid and says that this conduct is likely to recur and to cause third parties to act on apparent authority that does not exist, to the Company’s detriment. The plaintiff submits that there is no prejudice to the defendant in restraining conduct it is not in any event entitled to undertake. D.3. Defendant’s submissions 31 SLM submits that Injunction 1 identifies no proper basis for relief. It points out that there has never been any threat to remove Sid as a director, that the Notice sought only the appointment of an additional director and submits that if the injunction is granted, the plaintiff, as a 10% shareholder, would be able to prevent SLM, as a 90% shareholder, from exercising what SLM characterises as its ordinary right as majority shareholder to have a second director appointed. 32 As to Injunction 2, the defendant submits that the evidence is weak, that the IT provider episode is explained by the presence on the Company’s servers of personal and confidential material concerning Obaid, Samira and Samira’s related entities, a consequence of the Company’s accountant having historically done work for them with the Company’s knowledge and acquiescence; and the other instances relied on are no more than incidents of the Company’s ordinary work for special purpose vehicles associated with Samira, for which Obaid provides project management services through Marcopolo Properties Pty Ltd ( Marcopolo ). The defendant submits that all parties are now aware of the need to avoid any impression of unauthorised conduct, such that the balance of convenience does not favour an injunction. D.4. Consideration – Injunction 1 33 I am not satisfied that the plaintiff has established a serious question to be tried sufficient to justify restraining the defendant, as majority shareholder, from pursuing the appointment of an additional director. 34 First, a premise of Injunction 1, that SLM seeks to remove Sid as director, is not made out. On the material before me, the Notice and the resolutions it proposes are directed only to the appointment of an additional director, not the removal of the existing one. The plaintiff’s evidence of a campaign to ‘usurp’ Sid’s role rests substantially on inference from the defendant’s pursuit of that appointment and from the share transfer to 109 Veldons Rd Pty Ltd. Those matters establish, at most, that the defendant has taken active and at times unilateral steps to secure a quorum for a meeting it was otherwise entitled to call. They do not, without more, establish a prima facie case that the object of appointing a second director is illegitimate. 35 Secondly, and relatedly, the defendant holds 90% of the issued shares. A shareholder with that holding has, subject to the Company’s constitution and the Act, a legitimate interest in the composition of the board, particularly where, as the defendant contends, concerns exist as to the conduct of the Company’s affairs by its sole director. Whether those concerns are well-founded is a matter for trial but the existence of a contested dispute about governance does not itself amount to a serious question that the pursuit of a lawful constitutional mechanism, namely the appointment of an additional director by ordinary resolution, should be restrained. 36 On the balance of convenience, restraining the defendant from appointing a second director pending trial would have the practical effect of leaving Sid as sole director, accountable to no one within the Company, for the duration of the proceeding, notwithstanding that the defendant holds 90% of the shares and has not had an opportunity to have its concerns tested through ordinary governance processes. The plaintiff’s submission that an additional director ‘unfamiliar with the Company's business’ would cause deadlock cuts both ways: it is equally consistent with a need for independent oversight of a sole director whose conduct is itself contested. 37 Finally, I accept the defendant's submission that no proper basis has been shown for restraining the ordinary exercise of a majority shareholder’s rights in circumstances where the only relief actually threatened (viz. appointment, not removal) is not itself unlawful or oppressive on the evidence presently available. 38 For these reasons, Injunction 1 is refused. D.5. Consideration - Injunction 2 39 I am also not satisfied that a serious question to be tried, of a kind warranting an injunction, has been established in respect of Injunction 2. 40 The principal evidence relied on is the instruction said to have been given to the Company’s IT provider. The defendant has offered an explanation for that conduct, namely that the presence on the Company’s systems of personal and confidential material relating to Obaid, Samira and related entities, arises from historical, Company-sanctioned work performed by its accountant. The plaintiff has not adduced evidence sufficient to displace that explanation, nor particularised other instances of the defendant, Obaid or Samira holding themselves out as having authority to bind or represent the Company beyond matters consistent with the Company’s ordinary dealings with entities associated with Samira and project management services provided through Marcopolo. 41 Even putting the weakness of the underlying case to one side, the balance of convenience does not favour an injunction in the terms sought. The order sought is broad as it would restrain the defendant, its servants and agents from acting ‘in any capacity’ for or on behalf of the Company. The defendant’s submission, which I accept, is that all parties are now plainly conscious of the dispute and of the need to avoid any impression of unauthorised conduct. In those circumstances, the marginal utility of an injunction is low, while the practical scope for an order of that breadth to give rise to disputes about its application is real. 42 Injunction 2 is therefore also refused. D.6. Conclusion on the plaintiff’s application 43 The plaintiff has not established a serious question to be tried in respect of either Injunction 1 or Injunction 2 sufficient to justify interlocutory relief, and in any event, the balance of convenience does not favour the grant of either injunction. The plaintiff’s application is dismissed. The Defendant’s Application E.1. Legal principles 44 Section 249G(1) of the Act empowers the Court to order that a meeting of a company’s members be called if it is impracticable to call the meeting in any other way. The defendant, as a member entitled to vote at the proposed meeting, has standing to bring the application: s 249G(2)(b). Whether it is ‘impracticable’ to call the meeting in any other way is to be assessed practically. The question is not whether a meeting can be convened and held as a matter of theory but whether, as a practical matter, the desired meeting of the company can be conducted. [7] 45 More particularly, the issue is whether matters are operating so as to obstruct or frustrate, in a practical sense, the ability of members to convene a meeting and conduct business at the meeting using the processes otherwise available under the constitution or the Act. [8] It is well established that impracticability of this kind is made out where it is likely that those in a position to render a meeting inquorate will do so. [9] 46 Once impracticability is established, the Court retains a discretion whether to make the order sought. [10] It is well established that one situation in which it is appropriate to exercise that discretion is where a quorum requirement is being used by a minority shareholder to frustrate the ability of the majority shareholder to convene and conduct a meeting of the company by other available means. [11] 47 In Clark-Ugle v Clark , the Court of Appeal considered s 249G of the Act, in the analogous context of a quorum requirement under the Aboriginal Lands Act 1970 (Vic), and concluded that: ‘The authorities well recognise that a quorum requirement cannot be used to prevent an organisation’s capacity to conduct business, and to pass resolutions in accordance with the wishes of a majority’. [12] 48 The facts in Sheref are closely analogous to the present case. UFC Trading Enterprise Pty Ltd had a sole director (the second defendant) and two shareholders, the first plaintiff holding 80% and a Ms Zhang (who held her shares for the second defendant) holding 20%. Once the relationship between the majority and minority interests broke down, the first plaintiff sought to convene a meeting under s 249D. That meeting, and an adjourned meeting the following week, each failed for want of quorum because the second defendant and Ms Zhang did not attend, having been forewarned that an application for a court-ordered meeting would follow if they did not. [13] Hill J held that it was impracticable for the majority shareholder to call a meeting in any other way ‘because of the likelihood that [the minority shareholder] will not attend the meeting’, and that the minority shareholder and the sole director ‘should not be permitted to use the quorum requirement to prevent the [majority shareholder] from exercising his rights to have these resolutions considered and voted on at any meeting of shareholders’. [14] His Honour noted that, absent an order, the majority shareholder would not be able to have its resolutions considered, that the ongoing dispute was affecting the day-to-day management of the company and giving rise to contradictory instructions to staff, and that there was no evidence the parties would resolve their differences in the near future. [15] Hill J ordered the meeting under s 249G with the quorum fixed, under s 1319, at one member present in person or by proxy. [16] 49 The facts in Laine Commodities are also instructive. There, a 51% shareholder (through its receiver) made five separate attempts over about four months to hold a properly constituted meeting to alter the composition of the board, each of which failed because the 49% shareholder declined to attend, rendering the meeting inquorate, while separate attempts to obtain the minority’s consent to circulating resolutions also failed. [17] Justice O’Callaghan rejected a submission that ‘call’ in s 249G should be read narrowly so as to exclude impracticability arising only from an inability to achieve quorum at a meeting that had technically been validly called, holding that any other construction ‘would render the provision unworkable’. [18] His Honour also rejected, as not bearing on the exercise of the discretion once impracticability is established, submissions that there was no urgency, that the receiver’s interest lay in realising a debt rather than promoting the company’s interests, and that the incumbent board had relevant experience the proposed replacement directors lacked, adopting the observation of Campbell J in Turnbull v National Roads and Motorists’ Association Ltd [19] that the Court is ‘extremely reluctant to interfere, in advance, with the ordinary processes of company democracy’, and that questions of what is in the interests of the members as a whole are ordinarily for the company’s own processes, or for the Court after the event, rather than for pre-emptive assessment on an application merely to convene a meeting. [20] The order made was that a meeting be called, with the quorum fixed under s 1319 at one member holding more than 50% of the company’s shares. E.2. Defendant’s submissions 50 The defendant submits that it gave the Notice to address the very disputes that are the subject of this proceeding, that the plaintiff and Sid refused to attend and signalled in advance their intention not to do so, that the meeting on 6 May 2026 and the adjourned meeting on 13 May 2026 each failed for want of quorum and that an attempt to cure the absence of a quorum by the transparent means of transferring a share was itself frustrated by Sid’s refusal, as director, to register the transfer. In those circumstances, the defendant submits it has become impracticable, for a 90% shareholder, to convene an effective meeting of members by ordinary means, and the discretion under s 249G should be exercised in its favour, with ancillary directions under s 1319 addressing the quorum that would otherwise apply. E.3. Plaintiff’s submissions 51 The plaintiff accepts the legal test but submits the defendant has not made out impracticability across the board. It submits that the third and fourth matters for resolution under the Notice are not opposed and remain capable of being dealt with at an ordinary meeting, such that impracticability, if it exists at all, is confined to the first and second matters. As to those resolutions, the plaintiff submits any impracticability is of the defendant’s own making as the Company and plaintiff’s reasonable request for information about Mr Kovatch’s suitability went unanswered, no signed consent to act under s 201D of the Act was served with the Notice and it was only after 16 days of silence from the defendant that the plaintiff resolved not to attend. 52 The plaintiff further submits that the Court’s discretion should be exercised against the defendant because: the parties have both proposed mediation, which the plaintiff says points to a genuine prospect of resolution; there is no general deadlock in the Company’s day-to-day management (as distinct from the contested resolutions themselves); the Notice may not satisfy the requirement in s 249Q that a meeting be held for a proper purpose; and the timing of the defendant’s application suggests it is a litigation tactic directed at undercutting the plaintiff’s own interlocutory application rather than a genuine response to impracticability. The plaintiff also points to asserted inconsistencies in Samira’s affidavits and the absence of any affidavit from Obaid, notwithstanding his apparently central role in events. E.4. Consideration 53 I am satisfied that it has become impracticable, in the relevant sense, for the defendant to convene an effective meeting of members otherwise than by order of the Court. 54 The chronology is not in dispute. Two meetings, on 6 and 13 May 2026, each failed for want of quorum because the plaintiff and Sid declined to attend, having said in advance that they would not do so. An attempt to achieve a quorum by the unobjectionable means of a share transfer was itself defeated by Sid’s exercise of his position as director to refuse registration. This is, in substance, the position considered in Re Kentel , where a meeting requisitioned under s 249F could not proceed because the relevant member ‘chose not to attend’ so as to deny a quorum; [21] in Re Heartland , where a deadlock within the minority member’s own board similarly denied the holder of more than 90% of the issued shares any quorate means of convening a meeting by ordinary process; [22] in Sheref , where a sole director and a minority shareholder aligned with him brought about precisely the same result by non-attendance at two successive meetings; [23] and in Laine Commodities , where the same pattern recurred on five separate occasions. [24] 55 Whatever the merits of the underlying dispute about Mr Kovatch’s appointment, the practical effect of the plaintiff’s and Sid’s conduct, taken together, has been that the defendant, notwithstanding its holding of 90% of the issued capital, has no presently available means, under the Company’s ordinary constitutional processes, of having any resolution considered by a duly constituted meeting, including the two matters for resolutions that the plaintiff itself accepts are not contentious. 56 I do not consider the plaintiff’s submission that impracticability is confined to the first and second matters for resolution assists it. Even accepting that submission, it would still follow that the Court’s intervention is required to enable those resolutions to be put to a meeting at all. The practical reality is that a single notice and a single meeting is the only mechanism presently available for the membership to transact any business, contentious or not. Severing the resolutions into a separate, uncontested meeting is not a realistic alternative which the plaintiff has actually offered to facilitate. It is raised only in submissions opposing this application. In any event, the focus of s 249G is on the process of convening and conducting meetings, and of putting resolutions to them, as a whole and the plaintiff has not identified any authority requiring the Court to parse a single notice into its constituent resolutions before assessing impracticability. 57 Nor am I persuaded that the impracticability should be treated as ‘of SLM’s own making’ such that relief ought be refused as a matter of discretion. It may be accepted that SLM did not respond to the request for further information about Mr Kovatch, and that the position concerning his consent to act is unsatisfactory. But those matters go to whether the proposed resolutions should ultimately be passed, not to whether a meeting can presently be held at all. As Hill J observed in Sheref in addressing a closely analogous submission concerning a collateral dispute over the true extent of a shareholder’s beneficial interest, such a dispute will only be relevant once a quorum is achieved. An order convening a meeting does not prevent the opposing member from attending and participating if it chooses, and the making of such an order does not determine the collateral dispute or prevent it from being raised and resolved separately. [25] The same reasoning applies here to the plaintiff’s concerns about Mr Kovatch. The plaintiff’s and Sid’s response to those concerns was not to seek further particulars through the meeting process or to attend and vote against the resolutions, but to decline to attend at all, and subsequently, to refuse to register a share transfer that would have cured the quorum difficulty by transparent means. Conduct of that kind is the paradigm circumstance in which the authorities recognise that the Court’s assistance under s 249G is appropriate particularly where, as here, it has the practical effect of allowing a 10% holder, in combination with the director it supports, to deny a 90% holder any opportunity to have its resolutions considered. 58 I do not regard the prospect of mediation as a sufficient reason to withhold relief. Beck is authority that the discretion to refuse an order under s 249G may properly be exercised where the company is not in general deadlock and the parties have shown a genuine willingness to negotiate their differences. [26] However, here the parties attended mediation and no resolution was reached. 59 I have considered the plaintiff’s submission concerning the timing of the defendant’s application and the asserted inconsistencies in Samira’s evidence. Even accepting that the timing of the application is unsatisfactory and could and should have occurred earlier, the lateness of an application does not of itself negate the underlying impracticability, which on the unchallenged chronology had already crystallised by 13 May 2026. Similarly, the matters raised concerning the content of Samira’s affidavits and the absence of evidence from Obaid may be relevant to issues to be tried, including the plaintiff’s allegations of oppression, but they do not bear materially on the narrower and largely uncontested question of whether a quorate meeting can presently be achieved by ordinary means. I do not consider it necessary, on an interlocutory application of this kind, to resolve those evidentiary disputes. 60 As to s 249Q, I accept that a meeting must be held for a proper purpose. However, the question on this application is the practicability of convening a meeting, not the ultimate validity of the resolutions to be put to it. The merits of proposed resolutions, including the purpose for which they are propounded, are ordinarily a matter for the members, not a threshold the applicant must clear to obtain the Court’s assistance in convening the meeting at which those merits can be tested. [27] 61 I am satisfied that impracticability is established and that the discretion should be exercised in the defendant’s favour. Consistently with the orders made in materially similar circumstances, [28] I will also order, pursuant to s 1319 of the Act, that one member holding more than 50% of the shares in the Company present within the meaning of cl 45 of the Company’s constitution, at the time when the meeting proceeds to business, shall constitute a quorum. Conclusion and Orders 62 I will order that: (a) Pursuant to s 249G of the Act, a meeting of the members of the Company is to be called on 24 June 2026 or the earliest practicable day thereafter. (b) Pursuant to s 1319 of the Act, at the meeting referred to above, one member holding more than 50 percent of the shares of the Company present (within the meaning of clause 45 of the Constitution of the Company) at the time when the meeting proceeds to business shall constitute a quorum. --- [1] These reasons have been revised in accordance with the principles expressed in Minister for Immigration Citizenship Migrant Services and Multicultural Affairs v AAM17 [2021] HCA 6 ; (2021) 272 CLR 329 , 344–5 [30]–[31] (Steward J for the Court). See also Spencer v Bamber [2012] NSWCA 274 [137] (Campbell JA, Basten JA agreeing at [8] and Macfarlan JA agreeing at [227]). [2] For convenience, and without intending any disrespect, I will refer to individuals by their first names. [3] Campbell v Backoffice Investments Pty Ltd (2009) 238 CLR 304 [59] (French CJ), [174] (Gummow, Hayne, Heydon and Kiefel JJ). [4] Australian Broadcasting Corporation v O’Neill [2006] HCA 46 ; (2006) 227 CLR 57 [19] (Gleeson CJ and Crennan J), [65]–[72] (Gummow and Hayne JJ). [5] Bradto Pty Ltd v State of Victoria [2006] VSCA 89 ; (2006) 15 VR 65 [35] (Maxwell P and Charles JA). [6] Nicholas John Holdings Pty Ltd v Australia & New Zealand Banking Group Ltd [1992] VicRp 98 ; (1992) 2 VR 715 , 723 [25] (Hedigan J). [7] Re El Sombrero Ltd [1958] Ch 900 , 903 (Wynn-Parry J), applied in Beck v Tuckey Pty Ltd (2004) 49 ACSR 555 ; [2004] NSWSC 357 [40] (Austin J) ( Beck ); Re Kentel Australasia Pty Ltd [2024] NSWSC 1352 [25]–[26] (Nixon J) ( Re Kentel ); Re Heartland Group Pty Ltd [2025] NSWSC 367 [26] (Black J) ( Re Heartland ); and Sheref v UFC Trading Enterprise Pty Ltd [2024] WASC 344 [50] (Hill J) ( Sheref ). [8] Re Kentel [2024] NSWSC 1352 [39] (Nixon J). [9] Laine Commodities Pte Ltd (Receiver Appointed) v CS Agriculture Pty Ltd [2021] FCA 635 [31] (O’Callaghan J) ( Laine Commodities ), followed in Re Kentel [2024] NSWSC 1352 [34] (Nixon J) and Re Heartland [2025] NSWSC 367 [27] (Black J). [10] Beck (2004) 49 ACSR 555 ; [2004] NSWSC 357 [38] (Austin J); Re Kentel [2024] NSWSC 1352 [28] (Nixon J); Re Heartland [2025] NSWSC 367 [28] (Black J). [11] Re Kentel [2024] NSWSC 1352 [49] (Nixon J); Re Heartland [2025] NSWSC 367 [29], [34] (Black J); Sheref [2024] WASC 344 [59] (Hill J). [12] [2016] VSCA 44 [99]–[106]; see especially at [106] (Tate JA, Ferguson and McLeish JJA agreeing). [13] Sheref [2024] WASC 344 [18]–[21] (Hill J). [14] Sheref [2024] WASC 344 [59] (Hill J). [15] Ibid [60] (Hill J). [16] Ibid [61] (Hill J). [17] [2021] FCA 635 [27]–[29] (O’Callaghan J). [18] Ibid [34]–[37] (O’Callaghan J). [19] [2004] NSWSC 577 ; 50 ACSR 44 , 56 [51] (Campbell J). [20] Laine Commodities [2021] FCA 635 [38]–[41] (O’Callaghan J). [21] Re Kentel [2024] NSWSC 1352 [48] (Nixon J). [22] Re Heartland [2025] NSWSC 367 [32]–[33] (Black J). [23] Sheref [2024] WASC 344 [18]–[21], [59] (Hill J). [24] Laine Commodities [2021] FCA 635 [27]–[28] (O’Callaghan J). [25] Sheref [2024] WASC 344 [54]–[58] (Hill J). [26] (2004) 49 ACSR 555 ; [2004] NSWSC 357 [51] (Austin J). [27] Re Kentel [2024] NSWSC 1352 [42]–[48] (Nixon J). [28] Re Kentel [2024] NSWSC 1352 [132] (Nixon J); Re Heartland [2025] NSWSC 367 [49] (Black J), Sheref [2024] WASC 344 [61] (Hill J); Laine Commodities [2021] FCA 635 [4] (O’Callaghan J). 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