The proper forum for shareholder disputes regarding oppression and mismanagement lies with the National Company Law Tribunal, not civil courts, and ad interim injunctions should not interfere with corporate governance procedures.

JUDGMENT :

SHAMPA SARKAR, J.

1. The plaintiffs in Title Suit no. 1434 of 2025, have challenged an order dated November 21, 2025, passed by the learned Addl. District Judge, 16^th Court at Alipore, 24 Paraganas South in Misc. Appeal no. 360 of 2025.

2. By the order impugned, the learned appeal court vacated the ad interim order of injunction passed by the learned Civil Judge (Sr. Div.) 1^st Court at Alipore. The learned trial judge had restrained the defendant nos. 1 to 5, who are the opposite parties in this revisional application and/or their men, agents, servants and representatives from giving any effect or further effect to or from holding any voting, including the remote e-voting and from declaring the result in respect of Item no.5 under the head “Special Business” mentioned in the notice of the 105th Annual General Meeting of the defendant no.2/company. The defendant no.5 provides the platform for such e-voting. The said defendant was restrained from taking any steps with regard to the voting in respect of Item no.5 under the head “Special Business.” All the defendants were restrained from acting and publishing the result, thereof.

3. The learned trial judge was of the view that belated service of the notice of the Annual General Meeting and the relevant document connected to Item No. 5, agenda, “Special Business” did not permit the plaintiffs adequate opportunity to prepare themselves and effectively participate in the Annual General Meeting.

4. Upon appreciation of the, prima facie, case and balance of convenience and inconvenience of the parties, the learned trial Judge was of the view that, an ad interim order of injunction was necessary, so that the plaintiffs could get an opportunity to prepare themselves and protect their interest in respect of adoption of a new set of Articles of Association,.

5. Aggrieved by the aforementioned ad interim order, Misc. Appeal no. 360 of 2025 was filed by the opposite party No.1. Their contention was that the suit was barred by law. The cause of action in filing the suit were oppression and mismanagement by the defendant No. 1. The allegations were that, the defendant no. 1 who is the Chairman cum Managing Director of the defendant no.2, was misusing his position and trying to adopt a new set of Article of Association, which would be detrimental to the shareholders of the public limited company. The plaintiffs and the other societies who had interest in the functioning of the company and substantial voting rights, were being denied of fair participation.

6. Further contention of the opposite parties before the learned appellate court was that, the registered office of the company was outside the jurisdiction of Alipore court. The learned trial judge not only lacked subject matter jurisdiction, but also territorial jurisdiction to entertain the suit.

7. The learned appeal court was of the view that the shareholders were the real owners of the public limited company. They had the biggest stake in the functioning of the organization. They had the prerogative to decide the manner in which the company should run. No ground had been put forward by the plaintiffs which would undermine the collective wisdom, conscience and awareness of the majority of the shareholders who attempted to replace the Articles of Association. The allegations fell within the definition of oppression and mismanagement. Thus, the proper remedy of the plaintiffs would be before the National Company Law Tribunal, which was the appropriate forum to decide the issues. According to the learned appeal court, the trial judge had fa