JUDGMENT 1. THE Judgment of the Court was as follows: THE question of law involved in this appeal under section 10F of the Companies Act, 1956 is, whether a company petition filed in the Company Law Board under inter alia sections 397 and 398 of the Companies Act, 1956, after withdrawal of a comprehensive suit, covering the allegations made in the company petition to a substantial extent, is not maintainable, if the Civil Court has declined leave to the plaintiff to institute a fresh suit in respect of the same cause of action. 2. THIS appeal is against an order dated 27th July, 1998 passed by the Company Law Board, Principal Bench, New Delhi dismissing the application of the appellant being CP. 35 of 1993 and the connected applications being C.A. 160 of 1993, C.A. 134 of 1996 and C.A.237 of 1997, filed under sections 397, 398, 399, 402 and 403 of the Companies Act, 1956, on the preliminary ground of withdrawal of Title Suit No. 24 of 1993, without leave to file a fresh suit. The appellants who claim to be 1 /3rd shareholders of the respondent company, Titan Engineering Co. Pvt. Ltd., which is hereinafter referred to as the company, filed Company Petition No. 395 of 1993 before the Company Law Board on 30th April, 1993 under sections 397, 398, 399, 402 and 403 of the Companies Act, 1956 against the respondents, alleging acts of oppression and mismanagement of the affairs of the company. 3. WHILE the said application being CP. 395 of 1993 was pending, the appellants filed the connected applications being C.A. 160 of 1993, C.A. 134 of 1996, and C.A. 237 of 1997, wherein further allegations were made. 4. BY the order impugned, the Company Law Board dismissed the CP. 395 of 1993 as not maintainable holding that Title Suit 24 of 1993, filed on 8th February, 1993 and withdrawn on 30th April, 1993, was a comprehensive suit covering most of the allegations that had been made in CP. 395 of 1993. The relevant part of the order under appeal is extracted herein below for convenience: "We have gone through the plaint in TS 24 of 1993. This is a comprehensive suit covering most of the allegations that have been made in the present petition before us. 395 of 1993. The relevant part of the order under appeal is extracted herein below for convenience: "We have gone through the plaint in TS 24 of 1993. This is a comprehensive suit covering most of the allegations that have been made in the present petition before us. We also find that certain interim orders were passed in that suit......................This suit was filed on 8.2.1993 by the petitioner herein and he made an application to the Court for withdrawal of the suit on 30.4.1993. The instant petition before us was also filed on the same date i.e. on 30.4.1993. Even though in the application for withdrawal, the petitioner had stated "It is, therefore, and for ends of justice necessary that your petitioners be granted leave to withdraw the instant suit and file proceedings before the Hon'ble Company Law Board involving marginally the subject matter of this suit", the Court passed the following order on 29.3.1994 'That the plaintiff is at liberty to withdraw the suit subject to payment of cost of Rs. 100/-. No liberty is given to file any suit afresh on the same cause of action". It is, therefore, abundantly clear that the instant petition before us was filed when the prayer of the petitioner before the civil Court was pending. His prayer for liberty has been refused by that Court. In other words, in spite of the petitioner's prayer for filing a fresh suit on the same cause of action, the Court has expressly declined to grant the liberty. Therefore, in consistent with legal propriety, and as held in the cases cited by Shri Ganguli that when the Court has refused liberty to reagitate the same matter, we are of the view that we should not permit the petitioner to reagitate the same in the proceedings before us and as such we are not looking into any of the allegations as contained in the petition. That being the case, the petition has to be dismissed as not maintainable. Once the petition is not maintainable, as we have already observed, the question of looking into other allegations in subsequent applications, does not arise. That being the case, the petition has to be dismissed as not maintainable. Once the petition is not maintainable, as we have already observed, the question of looking into other allegations in subsequent applications, does not arise. Moreover, we also find that the subsequent allegations are more or less covered in the title suit No.70 of 1994." The Civil Court had granted liberty to the appellants to withdraw the suit subject to payment of costs of Rs 100/-, but refused leave to the appellants to file any suit afresh on the same cause of action. The Company Law Board, therefore, dismissed the company petition and the connected applications. 5. THE short issue in this appeal is, whether the Company Law Board was justified in dismissing the company petition, on the ground that Title Suit No. 24 of 1993 filed by the appellants earier, had been allowed to be withdrawn without leave to initiate a fresh suit on the same cause of action. 6. THE Appellant No. 1, appearing in person, submitted that the order of the Company Law Board was patently unsustainable. The Appellant No. 1 pointed out, and rightly, that the subject matter of Title Suit No. 24 of 1993 and the subject matter of the pending applications before the Company Law Board were not entirely the same. The Appellant No. 1 argued that the cause of action in Title Suit No. 24 of 1993 was the lack of quorum for holding the Board Meeting on 15th January, 1993. This was the only issue in the title suit. However, in the Company Petition No.35 of 1993 filed on 30th April, 1993, the Appellant No. 1 complained of various acts of oppression. 7. THE Appellant No. 1 argued that in the application before the Company Law Board, the appellants had made distinct allegations of submission of forged and false Sales Tax declaration forms. The Company Law Board thus erred in holding that Title Suit No. 24 of 1933 was a comprehensive suit which covered most of the allegations on the basis of which Company Petition No. 35 of 1993 had been filed. 8. THE Appellant No. 1 strenously contended that Title Suit No.24 of 1993 was not a comprehensive suit, but was confined to the Board Meeting held on 15th January, 1993. In the proceedings before the Company Law Board comprehensive reliefs had been sought. 8. THE Appellant No. 1 strenously contended that Title Suit No.24 of 1993 was not a comprehensive suit, but was confined to the Board Meeting held on 15th January, 1993. In the proceedings before the Company Law Board comprehensive reliefs had been sought. When a suit is withdrawn without leave under Order 23 Rule 1 of the Code Civil Procedure, a subsequent suit in respect of the same cause of action is barred. As rightly submitted on behalf of the respondents only where permission to withdraw a suit is granted with liberty to bring a fresh suit that the bar of res judicata is removed. The proposition of law laid down in Fateh Singh and Ors. v. Jagannath Baksh Singh and Anr. reported in AIR 1925 PC 55, Sashi Bhusan Basuri v. Motibala Dassi reported in AIR 1945 Cal. 317 and in Jonnala Sura Reddy and Anr. v. Tityyagura Srinivasa Reddy and Ors. reported in AIR 2004 AP 222 , cited on behalf of the respondents, is well- established. The judgments, however, have no application in the facts and circumstances of this case. 9. THE bar of resjudicatais attracted when the subject matter of an earlier suit is directly and substantially in issue in a subsequent suit. An application in the Company Law Board, under sections 397/398 of the Companies Act, 1956 is not a suit. In any case, Title Suit 24 of 1993 was admittedly filed on 8th February, 1993. However, in the company petition filed an the Company Law Board, the appellants also impugned Board Meetings held on 15th February, 1993 and 2nd April, 1993 and the decisions taken in the afocesaid Board Meetings. 10. COMPARISON of the plaint in Title Suit 24 of 1993 with the petition in CP. No.35 of 1993 in itself shows that there may have been some overlapping of allegations. The subject matter of the suit was not substantially and directly in issue in the company petition. The reliefs claimed were entirely different. In Title Suit No. 24 of 1993, the petitioner had questioned the legality of the meeting of the Board of Directors of the company held on 15th January, 1993. The appellants inter alia prayed for a declaration that all resolutions adopted on 15th January, 1993 including the appointment of Directors was bad in law, illegal and void. 11. In Title Suit No. 24 of 1993, the petitioner had questioned the legality of the meeting of the Board of Directors of the company held on 15th January, 1993. The appellants inter alia prayed for a declaration that all resolutions adopted on 15th January, 1993 including the appointment of Directors was bad in law, illegal and void. 11. IN the company petition filed before the Company Law Board, the appellants inter alia prayed that a scheme be framed by the Company Law Board for management and administration of the company and an administrator be appointed to assume charge of the management and affairs of the company. These reliefs were neither sought nor could be granted in T.S. No.24 of 1993. 12. THE bar of Order II Rule 2 of the Civil Procedure Code read with Order 23 Rule 1 would be attracted in case of a subsequent suit, only if the Court in which the earlier suit had been filed, had jurisdiction to grant reliefs claimed in the subsequent suit. The Company Law Board has not considered the issue of whether the reliefs claimed by the petitioner in the company petition before the Company Law Board, could at all have been granted in Title Suit No. 24 of 1993, which was withdrawn on 30th April, 1993, without leave to institute a fresh suit in respect of the same cause of action. 13. LENGTHY arguments have been advanced by the Appellant No. 1 on the merits of company petition being CP. 35 of 1993. The Appellant No.1 also argued that the workers of the company had no to intervene or participate in the management of the company and as such were strangers to the company petition being CP. 35 of 1993. 14. IT is not necessary for this Court to go into the merits of the company petition and the connected applications before the Company Law Board. What is in issue in this appeal is the legality of the grounds on which the company petition has been rejected. The company petition not having been rejected on the ground of intervention of workers, it is also not necessary for this Court to adjudicate the issue of whether the workers had any rights to intervene in the proceedings under section 397. 15. The company petition not having been rejected on the ground of intervention of workers, it is also not necessary for this Court to adjudicate the issue of whether the workers had any rights to intervene in the proceedings under section 397. 15. IN Ballav Das v. Madan Lal reported in AIR 1970 SC 987 cited by the Appellant No. 1 the Supreme Court held that 'subject matter' in Order 23 Rule 1 meant the bundle of facts which had a be proved in order to entitle the plaintiffs to the relief claimed them. Where the cause of action and the relief claimed in the second suit were not the same as the cause of action and relief claimed in the first suit, the second suit could not be considered to have been brought in respect of the same subject matter. The Supreme Court held that mere identity of some issues in the two suits did not bring about identity of the subject matter of the two suits. 16. IN Piyush Kanti Guha v. West Bengal Pharmaceutical and Phytochemical Development Corporation Ltd. and Ors. reported in AIR 1982 Cal 94 , a Division Bench of this Court held that if a particular type of relief sought could only be given in an appropriate proceeding under section 397 and 398, it was not possible to circumvent that procedure by instituting proceedings in a civil Court. It is, therefore, doubtful whether all the refiefs claimed in the company applications could have been claimed by filling suit. In Saurashtra Cements and Chemicals Industries Ltd. and Ors. v. Esma Industries Ltd. and Ors. reported in 69 Company Cases 372 cited by the Appellant No.1, the Gujrat High Court held as follows: "It is no doubt true that proceedings under sections 397, 398 of the act are not in the strict sense of the term, proceedings between Private Parties like a plaintiff and defendant in the suit and they have wider coverage and they touch upon the public interest of a large body of creditors, shareholders and they are taken to be in the best interest of Company's business in the Commercial world. In these proceedings, even the Central Government has interest." 17. THE aforesaid judgment lends support to the contention of the appellants that proceedings under section 397 and 398 are not the same as a suit instituted in a Civil Court. 18. MR. In these proceedings, even the Central Government has interest." 17. THE aforesaid judgment lends support to the contention of the appellants that proceedings under section 397 and 398 are not the same as a suit instituted in a Civil Court. 18. MR. Ratnanko Banerjee appearing an behalf of the company, however, submitted that an appeal under section 10F of the Companies Act could only be entertained when there was a substantial question of law involved. The factual allegations made by the respondents against the Appellant No. 1 are not material for adjudication of the issue involved in this appeal. The question of whether the bar of Order 23 Rule 1 of the Civil Procedure Code is attracted in case of a company petition filed in the Company Law Board inter alia under sections 397, 398, 399, 402 and 403 of the Companies Act, 1956, after an earlier suit in a Civil Court had been withdrawn without liberty to file a fresh suit in respect of the same cause of action, is a substantial question of law. The question is answered in the negative for the reasons given in this judgment. 19. MR. Banerjee submitted that the Appellant No.1 had been taking recourse to initiation of multiple proceedings against the respondents and on failing to obtain an interim order from the Company Law Board, the Appellant No. 1 filed Title Suit No.70 of 1994. The filing of Title Suit No.70 of 1994 and/or the reasons there for are not material to the issue involved in this appeal. The company applications were not dismissed on the ground of initiation of Title Suit No.70 of 1994. 20. MR. Banerjee further submitted that the Company Law Board did not dismiss the application merely on a preliminary issue but on merits. The Company Law Board found that issues overlapping in different pending matters initiated by the appellants in different Courts of law. The Company Law Board refused to exercise its discretionary power under section 397 of the Companies Act, 1956 and accordingly dismissed the proceedings. Mr. Banerjee argued that the Company Law Board had noticed the order dated 29th March 1994 in Title Suit No.24 of 1994 whereby the learned Court had refused to grant leave to the appelant so file any suit in respect of the selfsame cause of action. There was no appeal from the order dated 29th March, 1994. 21. MR. Mr. Banerjee argued that the Company Law Board had noticed the order dated 29th March 1994 in Title Suit No.24 of 1994 whereby the learned Court had refused to grant leave to the appelant so file any suit in respect of the selfsame cause of action. There was no appeal from the order dated 29th March, 1994. 21. MR. Banerjee also argued that the impugned judgment and order should be read as a whole. It is a proposition that judgments should be read as a whole. Sentences or words in judgment should not be read in isolation. 22. MR. Banerjee submitted that when a civil suit and two criminal proceedings initiated by the appellants over disputes, which required trial on evidence, were still pending, the learned Company Law Board rightly refused to exercise discretion to pass orders as prayed for in the the company applications. A reading of the judgment as a whole would, however, show that the Company Law Board had not declined exercise its discretion under section 397/398 of the Companies Act, 1956 on the ground of the conduct of the appellants or on the ground of multiplicity of proceedings. 23. FROM the language and tenor of the order under appeal under, it is patently clear that the company petition were dismissed because of the refusal of the Civil Courts to grant leave to the appellants to initiate a fresh suit in respect of the same cause of action. 24. THE proposition of law enunciated in Mehboob Dawood Shaikh v. State of Maharashtra reported in (2004) 2 SCC 362 , cited by Mr. Banerjee is unexceptionable. A judgment should be understood in the light of the facts of that case and no more should be read into it than what it actually says. It is neither desirable nor permissible to pick out a word or a sentence from a judgment, divorced from the context of the question under consideration. The observation of the Supreme Court in Mehboob Dawood Shaikh (supra) is also required to be understood in the context in which the same had been made. The Supreme Court held that it was not permissible to pick out a word or a sentence from the judgment of the Supreme Court divorced from the context or the question under consideration and treat the same to be complete law decided by the Supreme Court. The Supreme Court held that it was not permissible to pick out a word or a sentence from the judgment of the Supreme Court divorced from the context or the question under consideration and treat the same to be complete law decided by the Supreme Court. It is difficult to conceive how this judgment can be of any assistance to the respondents. In Apeejay Pvt. Ltd. v. Raghavachari Narastngham and Ors. reported in 1989 (2) CLJ 220 , cited by Mr. Baneriee, this Court stayed all proceedings in Suit No.747 of 1988 till final disposal of the criminal complaint case No. 1233 of 1988 on the ground that participation in trial of civil suit before disposal of the criminal case tantamounted to compelling the defendant to disclose his defence and entailed violation of Article 20(3) of the Constitution. The aforesaid judgment is also of no relevance to the issues involved in this appeal. 25. THERE is no finding of the Company Law Board, that proceeding with the company petition would prejudice the defence of the respondents in the criminal proceeding. The company applications have not been dismissed on that ground. 26. AN application under sections 397/398 of the Companies Act, 1956 is not a suit, as rightly argued by the appellant. Moreover, proceedings under sections 397 and 398 are not in the strict sense proceedings between private parties and they have wider coverage and touch upon public interest of a large body of creditors and shareholders. In any case, as contended by the appellants, the reliefs and the subject matter in the two proceedings did not entirely overlap. As held by the Supreme Court in Ballav Das (supra) mere identity of some of the issues in two suits did not bring about, identity of the subject matter in the two suits. If a particular type of relief sought can only be granted in proceedings under sections 397 and 398, it is not possible to circumvent that procedure by instituting proceedings in a Civil Court as held by a Division Bench of this Court in Piyush Kanti Guha (supra) referred to above. 27. THE proceedings under sections 397/398 not being a suit instituted in a Civil Court, the company petitions in the Company Law Board were not hit by Order 23 Rule 1 of the Code of Civil Procedure. 27. THE proceedings under sections 397/398 not being a suit instituted in a Civil Court, the company petitions in the Company Law Board were not hit by Order 23 Rule 1 of the Code of Civil Procedure. The Company Law Board has patently erred in holding that the company petitions were not maintainable, since the Civil Court had declined leave to the appellants to initiate a fresh suit on the self-same cause of action, while permitting withdrawal of T.S. No.24 of 1993. 28. IN Tara Properties Ltd. v. Bhaghirath Agarwala reported in 2003(4) CHN 558 , a Division Bench of this Court comprising A.N. Ray and Joytosh Banerjee, JJ. held that withdrawal of suit did bar an application under sections 397/ 398 of the Companies Act. The Division Bench, however, held that where two remedies for identical relief were open, a party could not pursue two remedies at the same time, which would lead to conflict of decisions. The judgment in Tara Proderties (supra) supports the contention of the appellants that withdraw of a suit does not bar an application under section 397/398 of the Companies Act, 1956. The Division Bench held that where two remedies were open for an identical relief, party could not pursue two remedies at the same time. The appellants had not followed two remedies arising out of the same cause of action, together. Moreover, the reliefs prayed for in the company petition could not have been granted in the earlier suit that was withdrawn. 29. IN Needle Industries (India) Ltd. and Ors. v. Needle Industries Newey (India) Holdings Ltd. and Ors. reported in AIR 1981 SC 1298 the Supreme Court discussed the acts which constitute acts of oppression and mis-management. The proposition of law laid down in the aforesaid judgment is well-settled. 30. IN Shanti Prasad Jain v. Kalinga Tubes Ltd. reported in AIR 1965 SC 1535 , the Supreme Court held that lack of confidence between majority shareholders and minority shareholders and minority shareholders would not come within the section 397 unless it could be demonstrated that the lack of confidence sprang from a desire to oppress the minority. There can be no dispute over the proposition of law laid down in Sangramsinh P. Gaekward and Ors. v. Santadevi P. Gaekwad (Dead) reported in AIR 2005 SC 809 . There can be no dispute over the proposition of law laid down in Sangramsinh P. Gaekward and Ors. v. Santadevi P. Gaekwad (Dead) reported in AIR 2005 SC 809 . Whether the company petition is maintainable in law, and whether the acts alleged therein amount to oppression or mismanagement, are issues for the Company Law Board to adjudicate. 31. IN Bengal Luxmi Cotton Mills reported in 69 CWN 138 this Court held that the Court ought not to exercise the extraordinary and summary jurisdiction under sections 397 and 398 when an alternative remedy available had already been pursued. The Court further held that an order under sections 397 and 398 could only be made on grounds mentioned in the said sections. The Court could not make an order under those sections on the ground of a criminal complaint against the Directors, or on the around of an investigation having been made into the company's affairs or even on the ground that the Directors had been convicted of a criminal offence. Allegations of oppression and mis-management in an application under section 397 and 398 had to be supported by evidence. The judgment in Hanuman Prasad Bagri and Ors. v. Bagress Cereals Pvt. Ltd. and Ors. reported in AIR 2001 SC 1416 was rendered in the facts of the particular case. 32. IN Mehta Bros. (P) Ltd. and Ors. v. Calcutta Landing and Shipping Co. Ltd. and Ors. reported in 40 Company Cases 110, a Division Bench of this Court held that no relief under sections 397 and 399 of the Companies Act, 1956 could be granted on the basis of vague and uncertain allegations unsupported by evidence. The Division Bench further held that negligence or inefficiency did not amount to mis-management or oppression, even if proved. It was for the Company Law Board to consider the merits of the company petition and the connected applications and to decide whether orders under sections 397/398 of the Companies Act, 1956 should be passed or refused. The Company Law Board ought to have decided whether the allegations in the company petition were vague or unsupported by any proof, as argued by Mr. Banerjee. The Company Law Board has not done so. 33. SINCE the company petition was not dismissed on merits, the submissions advanced on merits on behalf of the respective parties are not of relevance to the issues in this appeal. Banerjee. The Company Law Board has not done so. 33. SINCE the company petition was not dismissed on merits, the submissions advanced on merits on behalf of the respective parties are not of relevance to the issues in this appeal. Those submissions are, therefore, not dealt with. It is not necessary for this Court to adjudicate the veracity of the allegations and the counter-allegations made against each other by the respective parties. 34. THERE being a substantial question of law involved in the appeal, as observed above, the appeal ought not to be dismissed on the hyper-technical ground of the issue of law not having separately been framed in the Petition of Appeal. The Company Law Board committed a grave error of law in arriving at its finding that the company petition was not maintainable, just because a Civil Court had refused leave to the appellants to initiate a fresh suit on the same cause of action. The Company Law Board patently erred in not appreciating that the company petition filed before inter alia under sections 397/398 of the Companies Act, 1956 was not a suit. 35. THE Company Law Board should have appreciated that the Civil Court did not decline leave to the appellants to initiate company proceedings, and more so, when the Company Law Board itself took note of and quoted the following submission of the appellants in their pleadings in the Civil Court "It is, therefore, and for ends of justice necessary that your petitioners be granted leave to withdraw the instant suit and filed proceedings before the Company Law Board involving marginally the subject matter of the suit." 36. THE Civil Court consciously did not decline leave to file a company petition under sections 397/398 of the Companies Act, 1956, which the Civil Court could not have done, but declined leave to file a fresh suit in respect of the same cause of action, which the Civil Court had power to do. There was thus no reason to hold that there would be any breach of legal propriety in considering the company petition on merits. In any case, as observed above, the subject matter of the company petition was not directly or substantially in issue in T.S. 24 of 1993. The reliefs claimed in the company applications, inter alia under sections 397 and 398, were entirely different. The impugned order cannot be sustained. 37. In any case, as observed above, the subject matter of the company petition was not directly or substantially in issue in T.S. 24 of 1993. The reliefs claimed in the company applications, inter alia under sections 397 and 398, were entirely different. The impugned order cannot be sustained. 37. THE appeal is thus allowed. 38. THE order under appeal is thus set aside. The Company Law Board is directed to decide the company petition being C.P.35 of 1993 and connected applications afresh, an on merits. Mr. D.N. Sharma appearing on behalf of the respondents prays for stay of operation of the order. The prayer for stay is considered and refused. Urgent certified copy of this order be supplied to the parties, if applied for, upon compliance of all requisite formalities. Appeal allowed.