[Cites 5, Cited by 0]
Calcutta High Court
Anr vs Birla Corporation Limited And Anr on 17 December, 2025
Author: Arindam Mukherjee
Bench: Arindam Mukherjee
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 5 th
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,
2
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 30 th 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
infructuous with the interim order having expired by efflux of time as the
resolutions passed in the AGM of the company held in 2023 has been acted
upon and further given effect to. There is no scope reopening the resolutions
already passed which have been acted upon and had achieved finality.
It is also the case of the defendants that subsequent thereto the AGM of
the year 2024 has also take place and the resolutions passed therein have also
been given effect to. The clock, as such, according to the defendants, cannot
be set back.
The application should, therefor, be dismissed if not the suit as a whole.
In reply, on behalf of the plaintiffs, it is submitted that the resolution
passed at the AGM of the defendant company held in 2024 is the subject
matter of a separate suit and, as such, it cannot be said that the resolutions
taken at the AGM for the year 2023 has achieved finality.
After hearing the parties and considering the materials on record, I find
that an application was restricted to the specific Addendum to the resolutions
decided to be put for voting at the AGM scheduled to take place on 5 th
September, 2023. The interim order had expired long back and, as such, there
is no embargo on the company or the defendants to give effect or further effect
to the decision taken at the AGM held on 5 th September, 2023 More than two
years have passed subsequent to the holding of the AGM of 2023 and it is
obvious that in absence of an interim order the said resolution have been either
acted upon or given effect and further effect.
It is now a settled provision of law that the reliefs claimed in a suit which
with the passage of time has become infructuous leads to the dismissal of the
suit. The suit can be dismissed by applying the provisions of Section 151
instead of the provisions of Order VII Rule 11 of the Code of Civil Procedure,
1908 (in short CPC). Reference can be made in this regard to the judgment
reported in (2004) 11 SCC 168 (Shipping Corporation of India Ltd. Vs.
Machado Brothers and Ors.) (paragraphs 21, 25 and 31).
The provisions applicable to a suit is also applicable to an application
under Section 141 of the Code of Civil Procedure, 1908. The application with
the subsequent development during the interregnum has become infructuous
and is liable to be dismissed applying the same principle.
In the aforesaid facts and circumstances, I find that this application has
lost its force and has become infructuous due to subsequent events. The
application is, as such, disposed of without passing any further order. The
disposal of this application will not, however, in any manner be construed to be
a refusal of the prayer at the final hearing of the suit.
(ARINDAM MUKHERJEE, J.)
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