Soumen Sen, J.

This is an application for revocation of leave under Clause 12 of the Letters Patent and rejection of the plaint at the instance of the defendant No.2.

The applicant defendant no.2 has prayed for dismissal on the ground that the plaint does not disclose any cause of action against the defendant no.2. It was further alleged that no part of the cause of action has arisen within the jurisdiction of this Hon’ble Court. Mr. Pratap Chatterjee the learned senior Counsel appearing on behalf of the applicant submits that a meaningful reading of the plaint together with the documents annexed thereto would show that the plaint does not disclose any cause of action against the defendant no.2 and no part of the alleged cause of action has arisen within the jurisdiction of this Hon’ble Court. It is further submitted that a reading of the plaint would show that the plaintiff has attempted to create an illusion of a cause of action against the defendant no.2, although in reality there is none. It is submitted that the suit is vexatious and harassing.

The suit is also claimed to be barred by the Specific Relief Act, Indian Contract Act and the Companies Act 1956. It is further argued that the defendant no.2 is neither a necessary nor a proper party to the suit and in the event it is contended and held that the plaint is not liable to be rejected, the name of the defendant no.2 be deleted and struck off from C.S. 86 of 2013. The plaintiff has instituted the suit against the defendant for realization of money over and above 114 crores. In the alternative the plaintiff claims an enquiry into the loss and damages suffered by the plaintiff and a decree for such sum as may be found due and payable upon such enquiry.

The claim in the suit is essentially on account of damages against the said defendants joint and severally. The plaintiff states that the defendant no.2 is a manufacturer of software used for designing and operating web based portals. The defendant no.2 through the defendant No1 sells such software and delivers services in respect of development, operation and maintenance of web based portals in India.

The defendant no.2 it is alleged at all material times represented and held out to the public including the plaintiff that the defendant No.1 is its Indian arm and the said defendants constitute one single economic entity.

The defendant no.1 is a wholly owned subsidiary of the defendant no.2. The affairs of the defendant no.1 constitute the affairs of the defendant no.2. The plaintiff has been carrying on the business of a designated Service Centre Agency (SCA) operating in six states. As such SCA, the plaintiff maintains and operates a portal known as Sahaj Portal through which approximately 26000 number of village level entrepreneurs carry out transactions. The plaintiff as a SCA earns commission for every transaction routed through and/or transactions undertaken on the Sahaj Portal. The Sahaj Portal was initially developed on the basis of a software stack developed by the defendant no.2 and sold by the defendant no.1 known as “Portal 1.0” in and around 2010. The representatives of the defendants represented to the plaintiffs that the Sahaj Portal can be operated more efficiently with reduced transaction time and with greater data security on the platform of an upgraded software stack known as “Portal 2.0”. It was further represented to the plaintiff that the defendant no.1 had the requisite expertise to develop and maintain the Portal 2.0 and also guaranteed due performance and execution of works by the defendant no.1 in the event the work to develop and maintain portal 2.0 was assigned to the defendant no. 1.

The aforesaid representations were made by the representatives of the defendants at 22 Camac Street as also at the registered office of the plaintiff both within and outside jurisdiction of this Court.

The plaintiff relying upon the said representation and believing it to be true and correct purchased from