Form No. J(2) In the High Court at Calcutta Civil Appellate Jurisdiction Appellate Side Present: The Hon‟be Justice Sabyasachi Bhattacharyya And The Hon‟ble Justice Sandip Kumar De F.M.A.T 392 of 2026 Miss Aarti Khanna and another Vs. Saurav Chatterjee and others For the appellants : Mr. Krishnaraj Thakker, Sr. Adv. Mr. Shashwat Nayak Mr. Aayush Sharma Mr. Abdul Zahid For the respondent no.14 : Mr. Ratnanko Banerjee, Sr. Adv. Mr. Siddhartha Banerjee Ms. Sristhi Burman Mr. Shaunak Mukhopadhyay Mr. Samriddha Sen Ms. Rishika Goel For the proposed intervenors: Mr. Rachit Lakhmani Mr. Aditya Chakraborty Ms. Pooja Sah Ms. Debarati Roy Heard on : 21.09.2026 and 22.09.2026 Judgment on : 22.09.2026 Sabyasachi Bhattacharyya, J.:- 1. Affidavit-of-service filed in court today be kept on record. 2 2. The present appeal has been preferred against the refusal of a prayer for ad interim injunction in a suit filed by the plaintiffs/appellants for several reliefs, on the foundational allegation that there are several irregularities in the Register of members of the defendant/respondent no.14-Club, which is a Company incorporated under Section 8 of the Companies Act, 2013. 3. The appellants claim to be members of the said Club. 4. During arguments, it transpires that the appellant no.2 is also participating as a candidate in the upcoming elections of the Club, to be held on September 27, 2026. 5. Learned senior counsel for the appellants argues that the learned Trial Judge failed to take into consideration the specific allegations in the plaint and the injunction application as to the provisions of Articles of the Club having been flouted by the respondents. 6. It is pointed out that the Register of members of the Club is to be maintained and updated, which has not been done in the present case. 7. It is also contended that the Register has not been duly settled and several persons have been included in the voters‟ list, who are otherwise not eligible to vote as per the Articles as well as the governing Rules. 3 8. For example, learned senior counsel cites the example of 30 members, who have allegedly been admitted as members to the Club on reciprocal basis with another Club, without going through the paraphernalia of a period of probation which, according to the appellants, is a necessary stage to be undergone before acquiring a permanent membership. 9. Learned senior counsel also alleges on the premise of the allegations made in the plaint that at least 25 persons have been admitted on probationary basis, in violation of Article 4.1 of the Articles of Association and other applicable provisions. It is alleged that the said persons, if permitted to vote in the upcoming elections, would bring about a travesty of the Articles of the Association. 10. Previously, during arguments, learned senior counsel appearing for the appellants had contended that the appellants were never supplied with a copy of the voters‟ list. 11. At this, although learned senior counsel for the respondents categorically objected and submitted that a copy of the voters‟ list was duly circulated among the contestants in the upcoming election, the Court directed the respondents to furnish such list to the learned Advocate-on-record for the appellants nonetheless. 12. Premised on such list, learned senior counsel for the appellants points out that several members who find place in the voters‟ list 4 have been marked as “inactive” which, according to the appellants, clearly shows that they have failed to clear the dues of the membership fees of the Club. 13. As per the Articles of the Club, the defaulter members are not eligible to vote. 14. As such, it is submitted that the large number of such inactive members who find place in the voters‟ list itself indicates the irregularity in preparing the same. 15. Learned senior counsel appearing for the appellants contends that in order to ensure that free and fair elections are held in accordance with the Articles of the Club, either an independent person ought to be appointed as Special Officer or the Scrutinizer already appointed should be entrusted to supervise the entire nomination process and undertake a scrutiny as to proper settlement of the electoral roll, e-voting, physical voting, etc. to ensure that the voters‟ list is prepared otherwise in consonance with the Articles. 16. Unless such exercise is undertaken, it is submitted that the election would be premised on an irregular Register of members, which would render the elections farcical. 17. Learned senior counsel appearing for the respondents contends that the allegation of the appellants of not having been circulated with a copy of the Register of members is not tenable in the teeth of the provisions of the Articles of the Club. 5 18. Under Clause 20(vi) of the Articles, it is provided that a Register of Members shall be maintained, containing their names, addresses and occupations, the date of admission and of cessation of membership, which Register will be kept open for inspection by the members of the society on requisition. 19. Again, Sub-Clause (viii) of Clause 20 stipulates that the books of accounts and other statutory books of the Club shall also be similarly kept at the registered office of the Club and also shall be open to inspection by the members at such time and place as the General Committee directs on a written request made by any member. 20. Learned senior counsel points out that within the four corners of the plaint, it has not been alleged that the appellants have either resorted to such inspection or, having so resorted to, were refused such inspection. 21. Keeping in view such fact, it is argued that the suit and the injunction application have been filed just on the verge of the elections, with the oblique purpose of stalling the same, despite the appellants having prior knowledge of the members‟ Register or at least having ample opportunity to inspect the same. Moreover, it is submitted, appellant no. 2 being a candidate in the upcoming election, has been supplied with a copy of the voters‟ list in any event. 6 22. It is pointed out that the apprehensions expressed by the appellants, even otherwise, are not supported by facts. 23. Insofar as the 30 members who have been inducted on reciprocal basis, it is clarified by learned senior counsel for the respondents that such reciprocal members are actually 39 in number and they do not have any voting rights as per the Articles of the Club. 24. Insofar as the allegation that there are 25 probationary members, learned senior counsel furnishes a list indicating that there are 19 members at present who have probationary status and they are not eligible to vote in the coming elections to be held on September 27, 2026 either. 25. Insofar as one member is concerned, he is a “sports member”, which category of members is also ineligible to vote under the Articles of the Club. 26. There are only five corporate members among the 25 allegedly provisional members, who have been converted from corporate to permanent. 27. Learned senior counsel submits that, contrary to the contentions of the appellants, the provisions in the Articles for induction of probationary members is an aberration to the general rule that the Club has the discretion to admit any member as permanent upon due satisfaction of the necessary formalities. 7 28. By placing reliance on Clause 3(i) of the Articles, it is pointed out that the objective of the category of probationary members (coming under the broad head “Temporary Members”), is to introduce an additional screening stage before an individual is granted permanent membership. 29. Thus, it is not provided in the Articles that in order to become a permanent member, a person necessarily has to undergo the procedure of first being inducted as a probationary member and thereafter being elevated to „permanent‟ status. 30. It is submitted that it is entirely at the discretion of the Club management whether to admit a member as a permanent member or to subject a person seeking membership to the additional screening stage of probationary membership. 31. Hence, per se, there is no bar to the conversion of a corporate member directly to permanent membership without undergoing any intermediate and additional screening stage of being a probationary member. 32. Hence, insofar as the apprehensions expressed by the appellants are concerned, it is submitted that those are utterly unfounded. 33. Learned senior counsel next submits that despite having made allegations in the plaint with regard to the Register of members and in view of the Articles providing for inspection of the same by any member, new grounds of challenge are being sought to be 8 canvassed before this court in appeal, which were never a part of the plaint or the pleadings before the learned Trial Judge. 34. Since the plaintiffs/appellants were already aware of the voters‟ list and having been notified of the scheduled date for the election long back, it is submitted that the allegations now sought to be advanced at the eleventh hour are intended to delay the election and beyond the scope of the suit itself and ought not to be entertained by this court. 35. Despite the same, in answer to a query of court, learned senior counsel appearing for the respondents submits on instruction that the term “inactive”, which finds place against some of the members in the voters‟ list, does not necessarily mean that such members have failed to meet their dues but might signify several factors, such as the said members residing abroad or not being active participants in the activities of the Club. 36. Thus, the expression “inactive” does not automatically render a voter ineligible for casting a vote in the election of the Club. 37. Learned senior counsel appearing for the appellants also relies on the Companies (Management and Administration) Rules, 2014 and argues that compliance of the provisions thereof, as enumerated in Clause 3 onwards, in respect of maintenance of Register of members and associated modalities, is required to be ensured before a voters‟ list is prepared. 9 38. Although Rule 21 mandates a Scrutinizer only to start from the stage of being provided with the Register of members and conducting the elections, it is submitted that the Scrutinizer in the present case ought to be directed also to ensure that the prior provisions starting from Clause 3 onwards of the Rules have been duly complied with, particularly in the teeth of the allegations levelled in the suit. 39. Learned senior counsel appearing for the appellants clarifies that the appellants do not have any objection as to the integrity or the independence of the Scrutinizer who has already been appointed for holding the upcoming election but for the sake of ensuring that the voters‟ list contains the names of only valid members, the Scrutinizer ought to be permitted to take the assistance of other persons in order to undertake such exercise. 40. Upon hearing learned senior counsel for the parties, we find that the crux of the plaint allegations is contained in paragraph no. 44 thereof. Although allegations have been made galore throughout the plaint, paragraph no. 44 epitomizes the same and alleges that “of direct relevance” to the forthcoming election is the state of Register of Members and that Article 20(vi) of the Articles requires the Register of Members to be maintained and kept current. It further alleges that the Register has not been duly settled, disputed admissions continue to be reflected 10 therein, and questions also arise as to persons in arrears and their eligibility to vote in terms of the Articles. 41. Thus, from a plain reading of the said paragraph itself, it is evident that the plaintiffs must have had access to the Register in order to level the allegations. 42. If the contrary is to be accepted, the plaint ought to be rejected at the threshold, being vexatious and based on untrue statements, since the allegations primarily pertain to the Register of members and could not have been levelled unless the plaintiffs/appellants had access to the same. Notably, it is not the case of the appellants that they were not given inspection of the Members‟ list despite having sought such inspection. 43. Thus, the arguments of the appellants assailing the voters‟ list produced during arguments of the present appeal cannot be admitted at this stage to traverse beyond the pleadings in the plaint and the injunction application. The presumption on the premise of the plaint allegations must be that the plaintiffs were well aware of the Register of Members prior to filing of the suit; otherwise, the suit would be rendered ex facie vexatious and not maintainable. 44. Looking at the matter from such perspective, thus, the appellants cannot be permitted to raise new allegations at the stage of the appeal, either as to some of the members of the voters‟ list being inactive or taking new objections on other 11 grounds which do not find place in the plaint or the injunction application. 45. It was for the plaintiffs to specifically make allegations in their pleadings and to canvass such arguments in the suit itself, which would be a subject matter of trial on evidence. 46. At this stage, it would be premature and impermissible to expand the scope of the appeal beyond recognition vis-a-vis that of the pleadings made in the Trial Court. 47. Even otherwise, what the appellants now seek is, in the garb of directions being issued to the Scrutinizer, for the Scrutinizer to function as an independent Special Officer in the nature of a Receiver, in order to ascertain the veracity of the Register of Members, which is the premise of the electoral rolls of the club. 48. Thus, such prayer has to be tested on the anvil of Order XL of the Code of Civil Procedure. 49. Seen even from such perspective, we find precious little by way of particulars of pleadings to meet the high standards required in law for appointment of a Special Officer/Receiver. From paragraph 44 of the plaint and the other relevant paragraphs, we find that the nature of allegations is extremely vague. 50. The plaintiffs merely contend that the Register “has not been duly settled”, “disputed admissions continued to be reflected therein” and “questions also arise as to persons in arrears and their eligibility to vote in terms of the Articles”. 12 51. Yet, there is not a single instance or specific particulars given as to the exact nature of the irregularity or lacunae in the settlement of the Register, if any, and/or which persons are in arrears but still featuring in the Register of Members, despite being ineligible to vote. 52. Also, the prayer for a direction that the elections may be held and the Register of Members be prepared “in terms of the Articles” is as vague as can be. 53. There is no reason as to why a presumption ought not to be attached to the correctness of the actions taken by the club in preparation of the members‟ list and the electoral rolls, unless rebutted by cogent materials. 54. Even if the court were to pass a blanket injunction or an interim protective order directing the election to be held or the Register of Members to be prepared “in terms of the Articles of the Club”, it would be impossible to implement such an order, since the implementation of the Articles would involve an independent judicial enquiry as to whether the terms of the Articles have been violated in fact and in law, which adjudication vests totally within the domain of the Civil Court itself in the suit filed by the appellants. 55. It is beyond the power of this Court to delegate the powers of adjudication vested in a Civil Court to a Special Officer appointed by the Court. 13 56. Such an order would be incapable of implementation, being ambiguous and subject to interpretation of the Articles themselves vis-a-vis the action alleged subsequently; thus, law prohibits grant of such an injunction, which is not possible for the court to supervise or implement. 57. Insofar as the allegation of 30 members being inducted on reciprocal basis is concerned, since it has been categorically submitted by the respondents that the 39 members inducted on reciprocal basis are not eligible for voting, which is also borne out by the Articles, as are the present probationary members, the said allegations do not form any valid basis for apprehending that the election shall not be held in proper manner. 58. Even otherwise, we do not find any pleadings or materials having been produced by the plaintiffs/appellants before the learned Trial Judge on the date of refusal of the ad-interim injunction, sufficient for the learned Trial Judge to grant the reliefs as now sought from this court. 59. Even otherwise, if at the last moment, immediately prior to the election date, the court directs a supervision of the nomination process and preparation and settlement of the electoral rolls afresh, it would tantamount to reopening the entire process of preparation of the Register of Members, which would be a Herculean task, having the effect of stalling the election and serve no other useful purpose at this stage. 14 60. The said adjudication is best left for the learned Trial Judge to undertake at the final hearing of the suit, upon trial on evidence, of course, subject to clear and specific pleadings with regard to the alleged irregularities being made. 61. On a composite consideration of the aforesaid circumstances, we do not find any reason to grant the reliefs as sought before the learned Trial Judge, at least at the ad-interim stage. 62. We would be failing in our duty if we do not take note of Rule 21 of the 2014 Rules, which have been cited by the appellants, which clearly delineates the functions of a Scrutinizer for the purpose of elections. The said provision is reproduced hereinbelow:- “21. Manner in which the Chairman of meeting shall get the poll process scrutinized and report thereon.- (1) The Chairman of a meeting shall ensure that- (a) The Scrutinisers are provided with the Register of Members, specimen signatures of the members, Attendance Register and Register of Proxies. (b) The Scrutinisers are provided with all the documents received by the Company pursuant to Sections 105, 112 and Section 113. (c) The Scrutinisers shall arrange for Polling papers and distribute them to the members and proxies present at the meeting; in case of joint shareholders, the polling paper shall be given to the first named holder or in his absence to the joint holder attending the meeting as 15 appearing in the chronological order in the folio and the Polling paper shall be in Form No. MGT.12. (d) The Scrutinisers shall keep a record of the polling papers received in response to poll, by initialling it. (e) The Scrutinisers shall lock and seal an empty polling box in the presence of the members and proxies. (f) The Scrutinisers shall open the Polling box in the presence of two persons as witnesses after the voting process is over. (g) In case of ambiguity about the validity of a proxy, the Scrutinisers shall decide the validity in consultation with the Chairman. (h) The Scrutinisers shall ensure that if a member who has appointed a proxy has voted in person, the proxy’s vote shall be disregarded. (i) The Scrutinisers shall count the votes cast on poll and prepare a report thereon addressed to the Chairman. (j) Where voting is conducted by electronic means under the provisions of Section 108 and rules made thereunder, the company shall provide all the necessary support, technical and otherwise to the Scrutinisers in orderly conduct of the voting and counting the result thereof. (k) The Scrutinisers’ report shall state total votes cast, valid votes, votes in favour and against the resolution including the details of invalid polling papers and votes comprised therein. (l) The Scrutinisers shall submit the Report to the Chairman who shall countersign the same. (m) The Chairman shall declare the result of Voting on poll. 16 (n) The result may either by announced by him or a person authorized by him in writing. (2) The Scrutinisers appointed for the poll, shall submit a report to the Chairman of the meeting in Form No.MGT.13 and the report shall be signed by the Scrutinisers and, in case there is more than one Scrutinisers by all the Scrutinisers, and the same shall be submitted by them to the Chairman of the meeting within seven days from the date the poll is taken.” 63. From a bare perusal of the same, it is evident that the role of the Scrutinizer begins after being provided with a Register of Members by the management of the Club and revolves solely around the conduct of the elections thereafter. 64. Thus, the Scrutinizer cannot be imposed with the task of ensuring that the prior provisions of the Rules, starting from Rule 3 onwards, as to the process of maintenance of Register etc., have been duly complied with, that too, barely a few days before the election is scheduled to be held, such date having already been fixed at September 27, 2026. We cannot saddle the Scrutinizer with a role which is not imposed by the statutory rules themselves. 65. The learned Trial Judge, thus, was justified in refusing the ad interim prayer of injunction made by the plaintiffs/appellants at this stage. 66. During arguments, Mr. Lakhmani, learned Advocate having instruction to appear for some of the alleged members of the 17 Club, seeks to intervene in the appeal on the ground that the said members also have similar allegations as the plaintiffs/appellants in respect of the conduct of the elections. However, we do not deem it fit to permit such intervention at this advanced stage of final hearing of the appeal, particularly since the said alleged members have not approached the Trial Court for ventilating their grievances. Be that as it may, it will be open to the proposed interveners to approach the Trial Court for being impleaded in the suit, subject to adjudication by the learned Trial Judge on their right to do so, or absence of the same, in accordance with law. 67. In any event, in view of the findings rendered above, we do not find any merit in the appeal. 68. Accordingly, FMAT 392 of 2026 is dismissed on contest, thereby affirming the portion of the impugned order, bearing Order no. 2 dated September 9, 2026 passed by the learned Civil Judge (Senior Division), Second Court at Alipore, District – South 24 Parganas in Title Suit no. 1368 of 2026, refusing to grant ex parte ad-interim relief in the second injunction application concerning independent supervision of the forthcoming election, scrutiny and settlement of the electoral roll and supervision of the electronic voting process. 69. We part with the expectation that the respondents shall file their written objection to the temporary injunction application, if not 18 already filed, within a fortnight from date and that thereafter, the learned Trial Judge shall endeavour to dispose of the temporary injunction application as expeditiously as the business of the said court permits. 70. We further clarify that all the above observations are tentative in nature, arrived at for the sole purpose of adjudicating the present appeal, arising at the ad-interim stage, and shall not influence unduly the learned Trial Judge at any further stage of the injunction application and/or the suit itself. 71. It will be open to the parties to raise all contentions before the learned Trial Judge at the final hearing of the temporary injunction application, including the question of maintainability raised by the respondents herein. 72. There will be no order as to costs. 73. Urgent Photostat certified copies of this judgment, if applied for, be made available to the parties upon compliance with the requisite formalities. (Sabyasachi Bhattacharyya, J.) I agree. (Sandip Kumar De, J.) AD-20 AK/SSS