Corporate Voting Rights in Housing Society Elections: Allahabad High Court Issues Direction

Devesh Saxena
12 minutes ago
3 min read

Introduction:

Can a company that owns a flat in a residential society exercise its voting rights through an authorized representative? This critical question came before the Hon’ble Allahabad High Court in VPS Engineering Impex Pvt. Ltd. & Others v. State of U.P. & Others, WRIT-C No. 16010 of 2025 filed by S&D Legal Associates. The case challenged the denial of voting and election rights to a corporate flat owner’s authorized nominee in a housing society election.

The ruling marks an important development in real estate law and corporate governance, raising key questions about the participation of juristic persons in the democratic functioning of Apartment Owners Associations (AOAs). It also underscores the relevance of Article 14 of the Constitution, principles of natural justice, and transparency in housing society administration.

Case Background: Denial of Voting Rights to a Company-Owned Flat:

The Petitioner, VPS Engineering Impex Pvt. Ltd., acquired a residential unit in Gardenia Glory Apartments through a registered sale agreement. Through board resolutions dated 02.02.2025, the company authorised its directors—Mrs. X and Mr. Y—to act on its behalf, including voting and contesting elections in the apartment association.

Despite formal intimation to the developer, the ownership records were not updated. When elections were announced for the Gardenia Glory Apartment Owners Association, the Election Officer refused to include Mrs. X’s name in the voter list or consider her candidature—even though the Petitioner Company was listed as a member.

Multiple representations dated 17.04.2025 and 03.05.2025 were made to the Deputy Registrar (Firms, Societies and Chits), seeking to recognise the authorised representative, Mrs. X, as voter. These were left unanswered. A tentative voter list (01.05.2025) and final voter list (10.05.2025) named only the company—without assigning any voting individual. Mrs. X’s nomination, filed on 12.05.2025, was rejected without giving any reasons or an opportunity to be heard. The final candidature list (13.05.2025) excluded her name, and elections were held on 18.05.2025.

Legal Action Before the High Court

Aggrieved by this exclusion, the Petitioners filed a writ petition on 15.05.2025 before the Allahabad High Court, which was heard on 20.05.2025—after the election had concluded.

Key arguments raised:

A company, as a legal person, must act through authorized individuals.
Denying the right to vote through a duly nominated representative violates Article 14 and Article 21 of the Constitution.
The Association’s own Bye-Laws permit membership and voting rights to owners (including transferees through sale agreement), and by extension, their representatives.

The Petitioners emphasized that arbitrary exclusion from electoral participation amounted to discriminatory and non-transparent governance.

Allahabad High Court’s Ruling (Order dated 20.05.2025)

The Hon’ble Justice Jayant Banerji, without commenting on the merits of the case, acknowledged that the petitioners' representation dated 17.04.2025 remained undecided. The Court directed the Deputy Registrar to take a decision on that representation within two months of submission of a certified copy of the order.

Though no immediate relief was granted due to the elections already having concluded, the Court's direction keeps the door open for administrative and future legal redress, particularly if the decision of the Deputy Registrar is unsatisfactory or legally untenable.

Analysis: Implications for Corporate Flat Owners and Apartment Associations

This case brings to the forefront several legal issues in apartment governance:

Recognition of Corporate Membership: Corporate entities, once admitted as members, must be treated on par with individual flat owners for voting and representation purposes.
Failure of Electoral Transparency: Denial of candidature without reasoning and failure to respond to statutory representations breaches both natural justice and established legal norms.
Bypassing of Bye-Laws: Ignoring the provisions of the society’s own bye-laws weakens the rule of law in society management.

The verdict, albeit procedural, highlights a recurring issue in society election disputes—the unwillingness or failure of authorities to properly acknowledge corporate participation. It underscores the need for clarified norms on how companies, as legal persons, can engage in residential governance.

Conclusion: The Road Ahead for Legal Reform in Housing Society Elections

The ruling in VPS Engineering Impex Pvt. Ltd. & Others v. State of U.P. & Others reflects a broader need to reform how housing societies and electoral officers handle corporate ownership. While the Allahabad High Court’s intervention was limited to directing administrative response, it validates the petitioner’s grievance and sets the stage for a possible challenge on merits, if required.

Going forward, housing societies and Deputy Registrars must adopt a more inclusive and legally sound approach—ensuring that every member, whether an individual or a company, is granted equal rights to vote and contest. Such fairness not only strengthens democratic functioning within residential complexes but also aligns with the broader goals of urban governance reform in India.

If you or someone you know is facing similar challenges, reach out to S&D Legal Associates for expert legal guidance. Our team is dedicated to ensuring justice prevails against all odds.

Read Order:

The matter before Hon'ble Allahabad High Court was drafted and argued by Adv. Utkarsh Shubham (Associate, S&D Legal Associates).