Safiya Malik

The Calcutta High Court has upheld an injunction restraining the enforcement of resolutions passed in a contested Special General Meeting (SGM) convened by certain members of a registered society. The court recorded that the meeting did not comply with procedural requirements and lacked the necessary quorum. The bench directed the trial court to expedite the disposal of the injunction application within three months. The ruling comes in response to two civil revision petitions challenging the lower court’s refusal to vacate an ex-parte interim order.

The petitions arose from a dispute within a society governed by the West Bengal Society Registration Act, 1961. The plaintiffs, office bearers of the society’s governing council, alleged that certain members, including a former Chief Executive Officer (CEO), attempted to convene an unauthorized SGM with the intent to remove the existing council and take control of the society’s administration.

The plaintiffs contended that the society’s Memorandum of Association (MOA) vests authority in the governing council to manage financial and administrative affairs, including the operation of bank accounts. They alleged that the former CEO, despite being removed from his position, continued to withdraw funds unauthorisedly and collaborated with other members to undermine the governing council.

A requisition notice dated August 31, 2024, signed by 13 members, sought the convening of an SGM to discuss nine agenda points, including the dissolution of the governing council. The governing council responded by issuing a notice on September 22, 2024, calling for an SGM on September 30, 2024, but limited the agenda to only one point: the dissolution of the council. Certain requisitionists rejected this limitation and proceeded to organize a separate SGM on the same date at a different venue.

The plaintiffs contended that the separate SGM was not conducted in accordance with the provisions of the MOA. They asserted that Clause 31 of the MOA mandated a notice period of at least seven days for an SGM. They further claimed that the meeting had been convened with less than 13 hours' notice, rendering it invalid. Furthermore, the plaintiffs submitted that the quorum requirement of one-third of the total registered members was not met, as only eight members attended the meeting.

The trial court initially declined to grant an ex-parte injunction on October 5, 2024, citing a lack of evidence confirming the meeting’s occurrence. However, after the plaintiffs provided additional documentation, including the minutes of the contested meeting, the trial court granted an ex-parte injunction on October 7, 2024, restraining the implementation of the resolutions passed at the meeting. The defendants appealed against the order, but the appellate court refused to interfere.

The Calcutta High Court examined the MOA provisions governing SGMs and the procedural compliance of the contested meeting. It noted that under Clause 13 of the MOA, if the governing council fails to convene an SGM within one month of a requisition notice, the requisitionists may do so themselves. However, the court recorded that any such meeting must comply with the notice and quorum requirements prescribed in Clause 31.

The court stated: “Having regard to the language used in Clause 31 of the MOA, it would appear in no uncertain terms that a notice of at least seven days shall be given for holding a special general meeting or an extraordinary general meeting in the manner provided.” It further recorded that the contested meeting was convened with less than 13 hours’ notice, which was inadequate and procedurally defective.

The court also examined the issue of quorum, noting that the MOA required at least one-third of the society’s members to be present for an SGM to be valid. Referring to the defendants’ own submissions to the Registrar of Firms and Societies, which listed 32 registered members, the court held: “Since the meeting held on 30th September 2024 was called by less than one-third of the members and there was no quorum for such meeting, the same was not a valid meeting.” The court recorded that only eight members attended and signed the minutes, which was insufficient to constitute a quorum.

The High Court also examined the trial court’s reasoning in initially refusing to grant an ex-parte injunction on October 5, 2024. It observed that the refusal was based on the absence of documentary evidence at that stage, rather than on substantive legal grounds. However, upon the subsequent disclosure of the meeting minutes, the trial court granted an injunction on October 7, 2024, to prevent the enforcement of resolutions passed in the contested SGM. The High Court ruled that there was no procedural irregularity in the trial court’s decision.

The Calcutta High Court dismissed the civil revision petitions and upheld the injunction against the resolutions passed in the contested SGM. It directed the trial court to expedite the disposal of the injunction application and conclude the hearing within three months. The court stated that its findings were preliminary and that the final determination of the validity of the SGM and its resolutions should be made by the trial court after hearing both parties in detail.

Case Title: Jaydeep Chakraborty vs. Snehasish Bhaumik & Ors.

                  with Somesankar Bhattacharyya vs. Snehasish Bhaumik & Ors. 

Case No.: CO 300 of 2025 & CO 301 of 2025

Bench: Justice Raja Basu Chowdhury

[Read/Download order]