Transparency and proper communication regarding significant changes in agreements are essential in corporate governance, particularly during member votes.

JUDGMENT :

ARINDAM MUKHERJEE, J.

1. In a suit for declaration and injunction, the plaintiff has filed this application seeking interim relief in aid of the reliefs claimed in the suit.

2. The plaintiff is also seeking ad interim orders in terms of the prayers made in this application.

3. Before going into the arguments advanced by the parties, in support of the ad interim order and while opposing the same, the brief facts of the matter are enumerated hereinbelow for convenience and better understanding.

4. The plaintiff is a permanent member of Royal Calcutta Turf Club (in short ‘RCTC’) since about last 12 years.

5. RCTC Association, the defendant No. 1 (in short RCTC) is presently a company within the meaning of Section 8 of the Companies Act, 2013 (hereinafter referred to as the ‘2013 Act’). Previously defendant No. 1 was an association of persons known as Royal Calcutta Turf Club, Turf Properties Private Limited (in short ‘TPPL’) defendant No. 2. TPPL is a unit of defendant No. 1 through which the defendant No. 1 is carrying on horse racing and related sports activities.

6. The defendant No. 2 as the trustee of defendant No. 1 holds the properties of defendant No. 1 on its behalf. The defendant Nos. 1 and 2 are joint owners of a piece and parcel of land admeasuring about 211 Cottahs, 2 Chittacks and 20 sq.fts. together with a heritage building standing thereupon and admeasuring approximately 19000 sq.fts. situate at premises no. 11 Anandi Lal Podder Sarani (previously Russel Street) Kolkata-700071 (hereinafter referred to as the ‘said premises’).

7. The defendant No. 3 is the Chief Executive Officer and Secretary of defendant No. 1.

8. Defendant No. 4 is a limited liability partnership incorporated under the Limited Liability Partnership Act, 2008. It comprises of P.S. Group Realty Pvt. Ltd. (in short ‘P.S. Group’), M/s. Manjusri Realtors Private Limited (in short ‘Manjusri’) and Salarpuria Properties Private Limited (in short ‘Salarpuria’).

9. The defendant No. 4 is a Special Purpose Vehicle (in short ‘SPV’) set up for the purpose of developing the said premises.

10. On or about 21st May, 2007, a Memorandum of Understanding (MOU) was executed between the defendant Nos. 1 and 2 being the owners of the said premises with Emaar MGF Land Private Limited (in short EMLL) to facilitate development of the said premises through itself or its nominee. EMLL subsequently nominated Edenic Propbuild Private Limited (in short ‘EPPL’), a wholly owned subsidiary of EMLL to develop the said premises.

11. By a settlement agreement dated 28th September, 2018, entered into by an between EMLL, EPPL agreed to relinquish its rights under the Memorandum of Understanding dated 21st May, 2007 on the terms and conditions recorded therein.

12. By another Memorandum of Understanding dated 20th May, 2021 (hereinafter referred to as the ‘2nd MoU’) defendant nos. 1 and 2 along with a consortium then comprised of P.S. Group, Forum Projects Pvt. Ltd. (in short FPPL) and Salarpuria mutually decided to develop the said premises comprising of retail areas and residential areas and to commercially exploit the same in the manner agreed therein. In terms of the 2nd MoU, a development agreement was entered into on 14th January, 202