Interim injunction granted on supplementary development agreement due to significant changes in terms and procedural irregularities.
In a significant ruling, the Calcutta High Court, presided over by Justice Arindam Mukherjee, issued an interim injunction against the Royal Calcutta Turf Club (RCTC) Association, preventing the execution of a controversial supplementary development agreement. This decision came in response to a lawsuit filed by Smita Bajoria, a longstanding member of the RCTC, who challenged the legitimacy of a supplementary development agreement dated September 20, 2025.
The court found that the agreement in question introduced substantial changes to the terms initially set out in a prior development agreement dated January 14, 2022. Bajoria argued that these changes were not only material in nature, altering the nature, character, and allocations within the project, but also that the process of ratification during an Extraordinary General Meeting (EOGM) was marred by procedural irregularities.
The supplementary agreement was part of a development initiative involving a joint project with Confluence Condo LLP, a consortium including P.S. Group Realty Pvt. Ltd. and Salarpuria Properties Private Limited, intended to develop prime real estate owned by RCTC. However, procedural lapses in the ratification process, including inadequate disclosure and timing issues, were brought to light.
Justice Mukherjee underscored the plaintiff’s prima facie case, highlighting that the balance of convenience favored Bajoria. The court acknowledged the potential for further prejudice and multiplicity of judicial proceedings if the agreement was allowed to proceed unchallenged. As such, the court restrained the defendants from effectuating the agreement or implementing any decisions from the EOGM until February 16, 2026, or further orders.
This decision marks a critical pause in a development saga that has been ongoing since 2007, with previous agreements and legal disputes clouding the project’s progress. The court's injunction reflects a need for transparency and due diligence in corporate governance, especially in cases involving significant alterations to contractual terms impacting stakeholders.
Bottom Line:
Interim injunction granted against the execution of a supplementary development agreement due to substantial changes in terms compared to the previous agreement and procedural irregularities in the ratification process.
Statutory provision(s): Section 8 of the Companies Act, 2013, Limited Liability Partnership Act, 2008, Memorandum of Understanding regulations, Company Law procedures regarding EOGM.
Smita Bajoria v. RCTC Association, (Calcutta) : Law Finder Doc Id # 2833605
