The Punjab Produce And Trading Co Pvt Ltd And ORS v. Birla Corporation Ltd And ORS

Item No.12 23.02.2026 Ct. No. 6 GB C.O. 4338 of 2025 With CAN 4 of 2026 With CAN 5 of 2026 With CAN 6 of 2026 With CAN 7 of 2026 The Punjab Produce & Trading Co. Pvt. Ltd. & Ors. Vs.

Birla Corporation Limited & Ors.

Mr. Suddhasatva Banerjee, Ms. Siddhi Agarwal, Mr. Sayan Dutta ... for the Petitioner (in CAN 4 of 2026).

Mr. Krishna Raj Thaker, Sr. Adv., Mr. Debartha Chakraborty ... for the Petitioner (In CAN 5, 6 and 7 of 2026) Mr. Ranjan Bachawat, Sr. Adv.

Mr. Sayan Raj Chowdhury, Mr. Satyaki Mukherjee, Mr. Sanket Sarangi, Mr. Bhavesh Garodia, Mr. Abhidipto Tarafdar ... for the Opposite Party No.1 (In CAN 7 of 2026).

Mr. Jishnu Chowdhury, Sr. Adv., Mr. Sarvapriya Mukherjee, Mr. Sanjiv Kumar Trivedi, Mr. Sanket Sarangi, Mr. Altamash Alim, Mr. Samriddha Sen ... for the Opposite Party No.2 (In CAN 7 of 2026)

1. Mr. Thaker, learned senior advocate wishes to withdraw the applications being CAN 4 of 2026, CAN 5 of 2026 and CAN 6 of 2026.

2. Accordingly the applications being CAN 4 of 2026, CAN 5 of 2026 and CAN 6 of 2026 are dismissed as withdrawn.

3. CAN 7 of 2026 has been filed by the plaintiffs seeking clarification of the order dated December 22, 2025. Mr. Banerjee, learned advocate for the plaintiffs submits that order requires observations/clarification from the court to the effect that the learned appellate court should not be influenced by the order of the High Court.

4. The order dated December 22, 2025 was passed in a civil revisional application, in which an order passed by the learned appeal court vacating the ad interim order of injunction passed by the learned Civil Judge (Senior Division), 1st Court at Alipore, was impugned. The trial Judge had restrained the defendant nos. 1 to 5 who were the opposite parties in the revisional application or their men, agents, servants and representatives from giving any effect or further effect to or from holding any voting including remote evoting and from declaring the result in respect of item no.5 under the head „Special Business‟.

5. The trial Judge was of the view that the belated service of notice of the annual general meeting and the relevant documents connected to the item no.5 agenda „Special Business‟ did not permit the plaintiffs adequate opportunity to prepare themselves. Misc.

Appeal No.360 of 2025 was preferred by the opposite party no.1 of the civil revisional application.

6. This Court, upon hearing the parties held as follows:- "16. The jurisdiction of this court must be exercised within a very narrow campus. The Misc. Appeal from an order of ad interim injunction is pending final adjudication;

Whether the learned Trial Judge had rightly passed the order of injunction will be finally adjudicated in the Misc. Appeal. The Misc.

Appeal has not reached a finality

17. Thus, the only error committed by the learned appeal court was that, the final relief was granted to the opposite parties and in effect, it amounted to disposal of the appeal. This court appreciates that, granting an injunction over the agenda in the meeting would amount to interference with a statutory mechanism provided under the companies Act.

It will negate corporate democracy. There is no prima facie evidence that the statute was violated by the opposite parties in seeking to amend the Articles of Association. Normally, courts do not interfere with the internal management 9 of the companies. Thus, the balance of convenience and inconvenience is in

allowing the voting to continue and to publish the results.

18. It is true that there are issues raised with regard to maintainability of the suit and the bar of law. However, all such questions raised by the opposite parties are subject to further judicial scrutiny.

If order impugned, as it stands today, is not modified, there is a chance that, the suit will become infructuous. There are also allegations of fraud.

19. Under such circumstances, this court is required to strike a balance. The learned Additional District Judge, 16th Court, Alipore shall dispose of the Misc. Appeal and adjudicate the issues before it. The application with regard to the maintainability of the appeal is pending and the same shall also be disposed of.

20. The voting on Item no.5 (Special Business) has taken place. The result shall be published. As Mr. Bachawat submits that, in the event the agenda is passed by majority, the amended AOA shall not take effect before a month, no further injunction is required to be passed. Within this month, i.e. before the articles of amended AOA Association is given effect to, the learned appeal court must dispose

of the Misc. Appeal. The casting of votes, the result and all steps that may 10 have been subsequent thereto, shall abide by results of the Misc. Appeal. Parties are at liberty to pray for further/other interim orders before the appeal court."

7. Under such circumstances, the question with regard to the maintainability of the appeal and all issues were left to be decided by the appellate court. The revisional application arose out of an ad interim order passed in the misc. appeal. The main misc. appeal is still pending hearing and the said court shall proceed in accordance with law. No clarification is required from this Court directing how the learned appellate court should proceed with the hearing. The judicial mind of court cannot be doubted.

The apprehension of the petitioner that the appeal court will not proceed independently, is misconceived.

8. Accordingly, CAN 7 of 2026 is disposed of. (Shampa Sarkar, J.)