Harish Tandon JUDGMENT
Harish Tandon, J.
1. The order No. 61 dated December 19, 2014 passed by the learned Civil Judge (Junior Division), First Court, Alipore in Title Suit No. 2132 of 2007 rejecting an application under Order 7 Rule 11 of the Code is assailed in this revisional application.
2. The plaintiffs/opposite parties filed the aforesaid title suit for declaration that the Annual General Meeting (AGM) held on 31st August, 2007 be declared, illegal, void and not binding being in violation of Article of association of the club. The following reliefs are claimed in the plaint:
"The plaintiff, therefore, prays for a decree against the defendant Club:
a) for a declaration that the aforesaid Annual General Meeting held on 31.08.2007 and the decisions taken therein are illegal, invalid and void;
b) for a declaration that the Extraordinary General Meeting proposed to be held on 28.12.2007 is illegal, invalid and void;
c) for permanent injunction restraining the defendant Club from alienating any land in its possession for establishing a Hotel."
3. The fact emerged from the plaint are adumbrated herein below:
"(a) The defendant/petitioner is a Company and registered with the Companies Act, 1956 having 3100 members. The main object is to promote and develop a sport known as Golf.
(b) The plaintiff is a permanent member of the defendant/petitioner-club since 1985.
(c) A notice dated 19.07.2007 is issued by the club for holding an AGM on August 31, 2007 under Article 57 of the memorandum and article of association. In course of the AGM, a fresh agenda was circulated which is in gross violation of Article 57 of the memorandum and article of association and any decision thereon is illegal and bad.
(d) Subsequently a circular dated 08.09.2007 was circulated amongst the members of the said club detailing the salient points discussed in passed in an AGM held on 31st August, 2007. Apart from the appointment of the Committee for the year 2007/2008, a further resolution was passed by majority of show of hands authorizing the captain to negotiate the long term lease of the land for the hotel project.
(e) A further notice was issued on 1st December, 2007 for holding an extraordinary general meeting of the members on 28 December, 2007 to pass both ordinary and special resolutions which includes the authorizing of the captain of the club to negotiate and finalize an agreement with the appropriate party/parties for establishing a hotel project at 6.1 acres of plot of land (located north east of 3rd fairway, opposite to TV tower) of the club's property on any basis, other than out right sale of the property.
(f) The aforesaid resolution is contrary to the object and purposes for which the club is established indicated in memorandum thereof. In the backdrop of the aforesaid facts narrated in the plaint, the above mentioned reliefs are claimed."
4. An application for temporary injunction was taken out on the basis of the aforesaid facts praying almost the identical relief as claimed in the plaint to restrain the defendant/petitioner from giving effect to the impugned resolution and also from alienating and/or encumbering any land of the club for establishing a hotel. Both the Courts rejected the application for temporary injunction and the matter ultimately reached before this Court in C.O. No. 3317 of 2009. The order disposing of the said revisional application reveals that the Trial Court rejected the application for temporary injunction as the suit is not maintainable because of the embargo created under Section 10 GB of the Companies Act. Though the Appellate Court did not approve the finding of the Trial Court on maintainability of the suit but affirmed the ultimate decision as the majority members have unanimously decided to go ahead with the hotel project and, therefore, at the instance of the plaintiff, injunction should not be passed. Before this Court, the defendant/petitioner fairly conceded that there was no bar in maintaining the suit but defended the ultimate decision of both ........