Legal Analysis: Hindustan Medical Institution v. Birla Corporation Limited & Ors

Citation: 2026 INSC 554 (Reportable)
Court: Supreme Court of India
Bench: A Division Bench 
Date of Decision: May 26, 2026
Nature of Judgment: Civil Appeal arising out of SLP (C) No. 1182 of 2023 and connected matters against the judgment of the Calcutta High Court.

Synopsis of the Judgment

The Supreme Court set aside an interim appellate order of the Calcutta High Court in a dispute concerning voting rights attached to shares held by three registered societies in Birla Corporation Limited. The High Court had held that trustees must act in “consonance” (i.e., unanimously) to bind the society, relying on Section 48 of the Trusts Act and the decision in L. Janakirama Iyer. It further directed that in case of rival claims, the vote cast first by the society, irrespective of whether it was cast by the Managing Committee or the Board of Trustees, would be taken into consideration. The Supreme Court reversed, holding that: (i) Clause 24 of the societies’ by-laws expressly permits delegation or resolution evidenced in writing under the hands of the majority of the trustees, and therefore unanimity is not required; (ii) Section 48 of the Trusts Act contains an exception where the instrument of trust otherwise provides, and here the by-laws provide otherwise; (iii) the governing structure of the societies vests property in the trustees, and the Managing Committee has only delegated powers; (iv) the direction that the vote cast first shall prevail is unsustainable because the statutory framework for remote e‑voting (Section 108 of the Companies Act, 2013 read with Rule 20 of the 2014 Rules) requires authority, not chronology, as the basis for a valid vote. The suits were restored to the High Court for fresh consideration.

1. Basic Information of the Judgment

• Case Title: Hindustan Medical Institution v. Birla Corporation Limited & Ors. (along with connected appeals by Eastern India Educational Institution, Belle Vue Clinic and Ms. Anamika Lodha)

• Citation: 2026 INSC 554 (Reportable)

• Civil Appeal Nos.: Arising out of SLP (C) No. 1182 of 2023, 1183 of 2023, 23145 of 2022, 1185 of 2023, 1187 of 2023, 22799 of 2022

• Bench: Division Bench

• Date of Decision: May 26, 2026

• Court: Supreme Court of India (Civil Appellate Jurisdiction)

• Impugned Order: Common judgment and order dated 26.09.2022 (as corrected on 27.09.2022) of the Division Bench of the Calcutta High Court in APOT Nos. 180, 181, 182 of 2022.

2. Legal Framework

Major Laws and Provisions Involved

• Indian Trusts Act, 1882 – Section 48 (co‑trustees cannot act singly except where the instrument of trust otherwise provides).

• Companies Act, 2013 – Section 108 (voting by electronic means).

• Companies (Management and Administration) Rules, 2014 – Rule 20 (procedure for remote e‑voting).

• West Bengal Societies Registration Act, 1961 – By‑laws of the societies (Clause 24, Memorandum of Association, Rules and

... Upgrade to a Premium Plan to view the full judgment.