An AGM agenda proposal subject to members’ approval does not constitute a premeditated decision.

The appellants challenged the order dated 9 September 2026 passed by the Sixth Bench, City Civil Court at Calcutta, in Title Suit No. 2071 of 2026, whereby the Trial Court refused ad interim injunction against the respondent no. 1-association’s notice dated 27 August 2026 convening an Annual General Meeting (“AGM”) on 13 September 2026.

The appellants contended that Item No. 5 of the agenda effectively predetermined the election of the association’s governing body, proposed to fix its maximum strength at nine members, and appointed a Returning Officer before the AGM.

They also relied on an alleged General Body Meeting dated 20 July 2026 at which a no-confidence motion was said to have been passed against the existing governing body.

The respondent-association disputed any pre-decision, asserting that the proposal regarding nine governing-body members was expressly subject to approval by the AGM and that appointment of a Returning Officer before the AGM was necessary to conduct the election at the AGM itself.

The High Court admitted the appeal but proceeded to hear the appeal finally, observing that the issues were brief.

Whether Item No. 5 of the AGM notice dated 27 August 2026 disclosed a predetermined decision or foregone conclusion concerning the election and composition of the association’s governing body, warranting ad interim injunction.

Whether the prior appointment of a Returning Officer for the proposed election was impermissible because it was made before, rather than during, the AGM.

Whether the appellants’ allegations concerning the no-confidence meeting, the governing body, and irregularities in electoral rolls justified restraining the AGM notice at the interlocutory stage.

The Court applied Bye-law 9B(g) of the respondent-association, which permits the AGM agenda to include the conduct of the association’s general election for the succeeding year.

It further applied the interlocutory principle that, while examining an appeal from refusal of ad interim injunction, the Court should assess the prima facie validity of the impugned notice and should not finally adjudicate disputed merits or issues that may prejudice the Trial Court’s determination of the injunction application or suit.

The Court also held that preliminary steps necessary to conduct an election in the AGM—including appointment of a Returning Officer and preparation of the electoral roll—may be undertaken before the AGM; otherwise, the purpose of Bye-law 9B(g) would be frustrated.

The Court found that Item No. 5 merely proposed the conduct of the general election in accordance with Bye-law 9B(g) and did not itself constitute a concluded electoral decision.

The proposal to limit the governing body to nine members was expressly subject to approval by the AGM and therefore could not be treated as a foregone conclusion.

The appointment of a Returning Officer was also not considered inherently invalid: the association had first requested the Registrar of Societies to nominate an officer, and, after receiving no response for seven days, appointed an advocate to undertake the role.

The Court reasoned that appointing the Returning Officer and preparing the electoral roll only at the AGM would make it impracticable to hold the election during that meeting and would defeat the purpose of Bye-law 9B(g).

The allegations regarding the validity of the 20 July 2026 meeting, misconduct of the governing body, and electoral-roll irregularities concerned the merits of the suit or injunction application and did not establish the invalidity of the impugned notice itself.

The appointment of the Returning Officer before the AGM was permissible as a necessary preparatory measure for conducting the election at the AGM.

The appeal, FMAT 375 of 2026, was dismissed, and the Trial Court’s Order No. 2 dated 9 September 2026 refusing ad interim injunction was affirmed.

CAN 1 of 2026 was consequently disposed of.

The Court clarified that its findings were tentative and confined to the appeal against refusal of ad interim injunction and would not influence the Trial Court’s decision on the injunction application or the suit on merits.

There was no order as to costs.