IMPORTANT POINT
Fundamental test to direct Section 10 of the Civil Procedure Code in whether main issue in the two suits is substantially and directly the same and decision in earlier suit if goes in favour of the plaintiff, the second suit would necessarily fail.

Indira Banerjee, J.—This application under section 10 of the Code of Civil Procedure. 1908 is for stay of the suit being C.S. No. 311 of 2006. .

2. The petitioners, being the defendants in the suit claim to have been appointed Directors of the plaintiff No.1. Amrita Bazar Patrika Pvt. Ltd. at an extraordinary general meeting of the plaintiff No.1 held on 3rd November 2006. It is alleged that the erstwhile Directors of the plaintiff No.1 that is, plaintiff Nos.2 to 4 were removed in that extraordinary general meeting.

3. By a letter dated 4th November, 2006, purported to be written on behalf of the plaintiff No.1, the plaintiff Nos. 2 to 4 were informed of their alleged removal from the Board of Directors of the plaintiff No.1 requested to make overall the records/ documents of the plaintiff No.1 to its present Board of Directors and further requested not to act on behalf of and/or in the name of the plaintiff No.1.

4. On the allegation that, in spite of receipt of the said letter, the plaintiff Nos.2 to 4 wrongfully and illegally continued to hold themselves out to be the Directors of the plaintiff No. 1. the plaintiff No. 1 along with its single largest shareholder Amrita Media Pvt. Ltd. filed a suit being C.S. No. 302 of 2006 in this Court impleading inter alia the plaintiff Nos. 2 to 4 as defendants and praying for the, following reliefs:

“a) Decree declaring that the plaintiff No.1 is entitled to be represented through its present Board of Directors mentioned in paragraph 21 above;

b) Perpetual injunction restraining the defendants and each one of them from in any manner representing and/or acting and/or holding out themselves to be the directors of the plaintiff No.1 company in any manner whatsoever;

c) Perpetual injunction restraining the defendants and each one of them either by themselves or through their respective servants, agents and/or assigns from in any way dealing with and/or transferring and/or alienating /and/or encumbering any of the properties belonging to the plaintiff No.1 including the said premises being premises No.41A. Acharya Jagadish Chandra Bose Road. Kolkata- 700017 .

d) Mandatory injunction commanding the defendants and each one of them to forthwith handover to the present Board of Directors of the plaintiff No. 1 as mentioned in paragraph 21 above all the records including statutory records and other documents. bank statements cheque books, bank accounts and the common seal of the company and/or any other documents to assets of the company lying with them;

e) Receiver;

f) Temporary injunction:

g) Attachment:

h) Costs;

i) Further and/or other reliefs.”

5. The said suit was filed by the plaintiff No. 1 through the Directors allegedly appointed on 3rd November. 2006 and Amrita Media Private Ltd. on 23rd November, 2006 on their own behalf and in their representative capacity on behalf inter alia of all shareholders of the plaintiff No.1 and the legal heirs and representatives of deceased shareholders of the plaintiff No.1, with leave under Order 1 Rule 8 of the Code of Civil Procedure. 1908. An interlocutory application being G.A. No.3591 of 2006 was also filed in the said suit, in which diverse interim orders were, from time to time, passed.

6. According to the petitioners as a counterblast to the said suit instituted by the plaintiff No.1 and its single largest shareholder, the plaintiffs filed the suit being C.S. No. 311 of 2006, praying for the following reliefs:

“a) Declaration that the public notification dated 13th November, 2006 published in the “Business Standard” on 13th November. 2006 is illegal and void:

b) Decree for declaration that the alleged extraordinary general meeting held on 3rd November, 2006 and resolutions passed thereat are illegal. null and void:

c) Decree for perpetual injunction restraining the defendants and their servants and agents from acting on the basis of the purported extraordinary general meeting:

d) Decree for delivery up and canc