Calcutta High Court Stays RCTC-Confluence Development Deal, Flags Lack Of Transparency & Material Changes In Supplementary Agreement

The Calcutta High Court has restrained the Royal Calcutta Turf Club (RCTC) and its office-bearers from giving effect to a supplementary development agreement dated September 20, 2025, holding that the plaintiff-member had made out a strong prima facie case of non-transparency and material alterations to the project without adequate disclosure to members.Justice Arindam Mukherjee found that the so-called “supplementary” agreement was prima facie not a mere continuation of the earlier 2022 development agreement, but introduced substantial changes in the nature and character of the project, ownership and developer allocations, security deposit terms, and even the composition of the developer LLP. The Court noted that one of the LLP partners had exited, yet the agreement was executed and registered during the pendency of earlier litigation involving the same developer.The Court observed that although the agreement was a registered document, copies were not supplied to members in advance of the Extraordinary General Meeting (EOGM), thereby depriving them of a meaningful opportunity to scrutinise complex and far-reaching changes. Merely tabling the document shortly before voting was held to be prima facie inadequate, particularly given the chequered history of the project since 2007.Emphasising that a Section 8 company like RCTC must act with complete transparency, the Court noted that several members had raised doubts and sought clarifications at the EOGM, none of which appeared to have been properly recorded in the minutes.Holding that the balance of convenience lay in favour of the plaintiff and that denial of interim relief could lead to irreparable prejudice and multiplicity of proceedings, the Court injuncted the defendants from acting on the September 20, 2025 agreement and the resolution passed on October 21, 2025. The interim order will remain in force till February 16, 2026 or until further orders. A subsequent request for a stay of the injunction was refused.Case: SMITA BAJORIA VS RCTC ASSOCIATION AND ORS.Case No: CS/123/2025Click here to read order

Calcutta High Court Stays RCTC-Confluence Development Deal, Flags Lack Of Transparency & Material Changes In Supplementary Agreement

Srinjoy Das

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