The Alipore Court in Calcutta has restrained Birla Corporation Ltd from putting to vote a special resolution to adopt a new set of articles of association at its annual general meeting (AGM) on Monday.
The ex-parte ad-interim order for temporary injunction by the lower court followed a petition filed by five entities, identified as promoters group companies of cement producer Birla Corporation, which is led by Harsh Vardhan Lodha.
These five companies, which are not in control of Lodha, collectively hold 14.22 per cent shareholding of BCL, according to a statement issued by the law firm representing them. BCL has been at the heart of a protracted legal battle between the Lodha and the Birla family over the ownership and control of the MP Birla empire and the development adds yet another twist to the 21-year-old saga.
“It appears on careful perusal of the plaint and the documents that the notice was issued on 09.05.2025 but the same was not communicated to the plaintiffs until 22.08.2025 which is a very clever act apparently on the part of the defendants and there is sufficient reason to believe that there is lack of transparency in the matter of remote e-voting regarding adoption of new set of Articles of Association,” the civil judge (senior division), 1st court wrote in the order.
Accordingly, the company was barred from conducting a poll at its AGM on this special resolution and publish results thereof.
Sources in BCL said adoption of new articles of association was a need of the hour as the present one was adopted decades ago and gone through many modifications.
The notice to the AGM, which contained all the resolutions sought to be adopted, was sent out 24 days prior to the shareholders’ meeting, instead of 21 days as mandated by law.
“The company reiterates that it has not committed any violation or contravention. The proposal for adoption of new set of articles of association of the company is in full conformity with and in consonance with the prevailing laws and statutory requirements,” BCL said in a statement.
“However, some shareholders mischievously obtained an ex-parte order with malafide intention to disrupt the operations of the company and also to obstruct the smooth conduct of the AGM,” it added.
BCL has filed an appeal before the court of district judge, Alipore but it was not heard as the company was asked to file notice to the other side.