OD-11 IA GA. NO. 1 OF 2023 CS NO. 186 OF 2023 IN THE HIGH COURT AT CALCUTTA ORDINARY ORIGINAL CIVIL JURISDICTION THE PUNJAB PRODUCE AND TRADING COMPANY PRIVATE LIMITED AND ANR.

VS BIRLA CORPORATION LIMITED AND ANR.

BEFORE:

The Hon’ble JUSTICE ARINDAM MUKHERJEE Date: 17th December, 2025.

Appearance:

Mr. Sankarsan Sarkar, Adv.

Mr. D. Chakraborty, Adv.

For plaintiffs Mr. Sayan Roy Chowdhury, Adv.

Mr. Satyaki Mukherjee, Adv.

Mr. Shaunak Mitra, Adv.

Mr. Bhavesh Garodia, Adv.

Mr. Altamas Alim, Adv.

Mr. Saubhik Chowdhury, Adv.

Ms. S. Mallick, Adv.

For defendants The Court: This is an application by the plaintiffs in a suit inter alia seeking for a decree for perpetual injunction restraining and/or prohibiting the defendants from putting the resolution proposed in the Addendum to vote at the forthcoming Annual General Meeting(AGM) scheduled to be held on 5th September, 2023.

In this application, the plaintiffs had sought for an interim protection. By an order dated 5th September, 2023, the defendants and each one of them, their men, agents, servants and assigns were restrained by a temporary order of injunction, which reads as follows:-

“from publishing the result or acting in terms of the result with regard to the resolution pertaining to the election of plaintiff no.2 as a non-independent and non-executive director at the AGM of the defendant no.1 held today (05.9.2023) in any manner whatsoever till 30th November, 2023 or until further orders whichever is earlier.”

This order was extended but has expired long back by efflux of time.

Subsequent to the expiry of the interim order the results were published and further acts have been taken on the basis of the resolutions approved in the AGM of the defendant company held in 2023.

Mr. Sankarsan Sarkar, learned advocate appearing for the plaintiffs strenuously argues that the application still survives in view of the prayers (e)

and (f), which are as follows:-

“(e) An order of mandatory injunction be passed directing the respondent and their men and agents to publish public apology in newspapers withdrawing the statements made by them in the Explanatory Statement attached to the Addendum dated August 14, 2023.

(f) (i) In the event, the Annual General Meeting of the respondent company has been held on September 5, 2023 and the resolution relating to the appointment of the petitioner no.2 as director of the respondent company has been taken up for consideration and voting by the shareholders of the respondent company, then, in such event, an order for temporary injunction be passed directing that such resolution and the voting thereat should not be given effect and/or further effect.

(ii) Further, in such event, a further order for mandatory injunction be passed directing that the Annual General Meeting of the respondent company held on September 5, 2023 insofar as it relates to the resolution proposing candidature of the petitioner no.2 is concerned shall be deemed to have been adjourned and be re- convened and held in a manner as may be directed by this Hon’ble Court.

(iii) Further in such event, a further order for mandatory injunction be passed permitting the petitioner no.1 to issue a fresh notice under Section 160 of the Companies Act, 2013 proposing new candidature for consideration for appointment as a director of the respondent company and such proposed candidature be put for consideration and voting by the shareholders of the respondent company at the Annual General Meeting of the respondent company to be re-convened and held only for the purpose of consideration of this proposed candidature in a manner as may be directed by this Hon’ble Court.”

Mr. Sarkar, further submits that the application is required to be heard on merits as all the prayers made therein does not get exhausted on the resolutions having been passed at the AGM of 2023 which have been given effect to or further effect to subsequent to the expiry of the interim order. On the other hand, the defendants say that the application has become i