Bombay High Court
Multi Commodity Exchange Of India Ltd. vs Mediacom Communication Pvt.Ltd. And 5 ... on 29 September, 2025
2025:BHC-OS:16817
sumedh 3-oscoms-87-2015-J (1).doc
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
IN ITS COMMERCIAL DIVISION
NOTICE OF MOTION NO.121 OF 2016
IN
COMMERCIAL SUIT NO.87 OF 2015
Mediacom Communication Private Limited ]
erstwhile known as Mediacom Communication ]
Ltd. having its address at 201, 2nd Floor ]
Kamala Business Executive Park ]
Opposite Vazir Glass Factory, ]
Kondovita Road, Andheri East, ]
Mumbai 400 056 ] ...Applicant
(Org. Defendant No.1)
In the matter between
Multi Commodity Exchange of India Ltd. ]
a Company incorporated under the terms of ]
the Companies Act, 1956 and having its ]
registered office at Exchange Square, Suren ]
Road, Chakala, Andheri (East) ]
Mumbai 400 093. ] ...Plaintiff
V/s.
1. Mediacom Communication Private Limited ]
erstwhile known as Mediacom Communication]
Ltd. having its address at 201, 2nd Floor ]
Kamala Business Executive Park ]
Opposite Vazir Glass Factory, ]
Kondovita Road, Andheri East, ]
Mumbai 400 056 ]
2. Sam Baman Balsara ]
Occupation : Director ]
3. Lara Sam Balsara ]
Occupation : Director ]
4. Soli Bomanji Balsara ]
Digitally
signed by
SUMEDH
SUMEDH
NAMDEO 1/16
NAMDEO SONAWANE
SONAWANE Date:
2025.09.30
16:18:33
+0530
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Occupation: Director ]
Having their address at 47, Malcolm Baug ]
S.V. Road, Jogeshwari (West) ]
Mumbai 400 102 ]
5. Nadaraja Kaniappan ]
Occupation: Alternate Director ]
Having his address at 54 Pascoe ST, ]
Glen iris Victoria, 3146, Australia ]
6. Stephen David Allan ]
Occupation: Director ]
Having his address at 2 Spaniards Close ]
Hampstead, Lond, NW 116th ]
United Kingdom ] ...Defendants
WITH
NOTICE OF MOTION NO.56 OF 2017
IN
COMMERCIAL SUIT NO.87 OF 2015
Nadaraja Kaniappan ]
Occupation: Alternate Director ]
Having his address at 54 Pascoe ST, Glen ]
Iris, Victoria, 3146, Australia ] ...Applicant
In the matter between
Multi Commodity Exchange of India Ltd. ]
a Company incorporated under the terms of ]
the Companies Act, 1956 and having its ]
registered office at Exchange Square, Suren ]
Road, Chakala, Andheri (East) ]
Mumbai 400 093. ] ...Plaintiff
V/s.
1. Mediacom Communication Private Limited ]
erstwhile known as Mediacom Communication]
Ltd. having its address at 201, 2nd Floor ]
Kamala Business Executive Park ]
Opposite Vazir Glass Factory, ]
Kondovita Road, Andheri East, ]
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Mumbai 400 056 ]
2. Sam Baman Balsara ]
Occupation : Director ]
3. Lara Sam Balsara ]
Occupation : Director ]
4. Soli Bomanji Balsara ]
Occupation: Director ]
Having their address at 47, ]
Malcolm Baug, S.V. Road, Jogeshwari (West) ]
Mumbai 400 102 ]
5. Nadaraja Kaniappan ]
Occupation: Alternate Director ]
Having his address at 54 Pascoe ST, ]
Glen Iris Victoria, 3146, Australia ]
6. Stephen David Allan ]
Occupation: Director ]
Having his address at 2 Spaniards Close ]
th
Hampstead, Lond, NW 116 ]
United Kingdom ] ...Defendants
WITH
NOTICE OF MOTION NO.76 OF 2017
IN
COMMERCIAL SUIT NO.87 OF 2015
Stephen David Allan ]
Occupation: Director ]
Having his address at 2 Spaniards Close ]
Hampstead, Lond, NW 116th ]
United Kingdom ] ...Applicant
In the matter between
Multi Commodity Exchange of India Ltd. ]
a Company incorporated under the terms of ]
the Companies Act, 1956 and having its ]
registered office at Exchange Square, Suren ]
Road, Chakala, Andheri (East) ]
Mumbai 400 093. ] ...Plaintiff
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V/s.
1. Mediacom Communication Private Limited ]
erstwhile known as Mediacom Communication]
Ltd. having its address at 201, 2nd Floor ]
Kamala Business Executive Park ]
Opposite Vazir Glass Factory, ]
Kondovita Road, Andheri East, ]
Mumbai 400 056 ]
2. Sam Baman Balsara ]
Occupation : Director ]
3. Lara Sam Balsara ]
Occupation : Director ]
4. Soli Bomanji Balsara ]
Occupation: Director ]
Having their address at 47, ]
Malcolm Baug, S.V. Road, Jogeshwari (West) ]
Mumbai 400 102 ]
5. Nadaraja Kaniappan ]
Occupation: Alternate Director ]
Having his address at 54 Pascoe ST, ]
Glen Iris Victoria, 3146, Australia ]
6. Stephen David Allan ]
Occupation: Director ]
Having his address at 2 Spaniards Close ]
Hampstead, Lond, NW 116th ]
United Kingdom ] ...Defendants
WITH
NOTICE OF MOTION NO.122 OF 2016
IN
COMMERCIAL SUIT NO.87 OF 2015
1. Sam Baman Balsara ]
Occupation : Director ]
3. Lara Sam Balsara ]
Occupation : Director ]
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4. Soli Bomanji Balsara ]
Occupation: Director ]
Having their address at 47, Malcolm Baug ]
S.V. Road, Jogeshwari (West) ]
Mumbai 400 102 ] ...Applicants
In the matter between
Multi Commodity Exchange of India Ltd. ]
a Company incorporated under the terms of ]
the Companies Act, 1956 and having its ]
registered office at Exchange Square, Suren ]
Road, Chakala, Andheri (East) ]
Mumbai 400 093. ] ...Plaintiff
V/s.
1. Mediacom Communication Private Limited ]
erstwhile known as Mediacom Communication]
Ltd. having its address at 201, 2nd Floor ]
Kamala Business Executive Park ]
Opposite Vazir Glass Factory, ]
Kondovita Road, Andheri East, ]
Mumbai 400 056 ]
2. Sam Baman Balsara ]
Occupation : Director ]
3. Lara Sam Balsara ]
Occupation : Director ]
4. Soli Bomanji Balsara ]
Occupation: Director ]
Having their address at 47, ]
Malcolm Baug, S.V. Road, Jogeshwari (West) ]
Mumbai 400 102 ]
5. Nadaraja Kaniappan ]
Occupation: Alternate Director ]
Having his address at 54 Pascoe ST, ]
Glen Iris Victoria, 3146, Australia ]
6. Stephen David Allan ]
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Occupation: Director ]
Having his address at 2 Spaniards Close ]
Hampstead, Lond, NW 116th ]
United Kingdom ] ...Defendants
WITH
CHAMBER SUMMONS NO.430 OF 2018
IN
COMMERCIAL SUIT NO.87 OF 2015
Multi Commodity Exchange of India Ltd. ] ...Applicant
In the matter between
Multi Commodity Exchange of India Ltd. ]
a Company incorporated under the terms of ]
the Companies Act, 1956 and having its ]
registered office at Exchange Square, Suren ]
Road, Chakala, Andheri (East) ]
Mumbai 400 093. ] ...Plaintiff
V/s.
1. Mediacom Communication Private Limited ]
erstwhile known as Mediacom Communication]
Ltd. having its address at 201, 2nd Floor ]
Kamala Business Executive Park ]
Opposite Vazir Glass Factory, ]
Kondovita Road, Andheri East, ]
Mumbai 400 056 ]
2. Sam Baman Balsara ]
Occupation : Director ]
3. Lara Sam Balsara ]
Occupation : Director ]
4. Soli Bomanji Balsara ]
Occupation: Director ]
All having their address at 47, ]
Malcolm Baug, S.V. Road, Jogeshwari (West) ]
Mumbai 400 102 ]
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5. Nadaraja Kaniappan ]
Occupation: Alternate Director ]
Having his address at 54 Pascoe ST, ]
Glen Iris Victoria, 3146, Australia ]
6. Stephen David Allan ]
Occupation: Director ]
Having his address at 2 Spaniards Close ]
Hampstead, Lond, NW 116th ]
United Kingdom ] ...Defendants
7. Mediacom Media India Pvt. Ltd. ]
2nd Floor, Trade World, C-Wing, ]
Kamala City, Senapati Bapat Marg, ]
Lower Parel, Mumbai 400 013 ]
8. Meritus India Private Limited ]
Commerz, 8th Floor, International ]
Business Park, Oberoi Garden City, ]
Goregaon (E), Mumbai -400 063 ]
9. Vikram Sakhuja ]
3rd floor, Hormuzd, Shanti Road ]
Juhu, Mumbai - 400 049 ]
10. Ashutosh Srivastava ]
13, Cypress Avenue, ]
Singapore - 279839 ]
11. Srinivas Venkata Lakshmana Chintakindi ]
Flat No.2501, Tivoli Central Avenue, ]
Hiranandani Gardens, Powai ]
Mumbai 400076 ]
12. Ramsubramanian Iyer Sridhar ]
Plot No. C, Flat No.302, C Wing, ]
Vasant Galaxy Jupiter CHSL, ]
Bangur Nagar, M.G. Road, ]
Goregaon W, Mumbai - 400 090. ]
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13. Tushar Deshmukh ]
201 2nd Floor, Kamala Business ]
Executive Park, Opposite Vazir ]
Glass Factory, Kondovita Road, ]
Andheri East, Mumbai - 400 059. ] ..Proposed
Defendants
WITH
COMMERCIAL SUIT NO.87 OF 2015
Multi Commodity Exchange of India Ltd. ]
a Company incorporated under the terms of ]
the Companies Act, 1956 and having its ]
registered office at Exchange Square, Suren ]
Road, Chakala, Andheri (East) ]
Mumbai 400 093. ] ...Plaintiff
V/s.
1. Mediacom Communication Private Limited ]
erstwhile known as Mediacom Communication]
Ltd. having its address at 201, 2nd Floor ]
Kamala Business Executive Park ]
Opposite Vazir Glass Factory, ]
Kondovita Road, Andheri East, ]
Mumbai 400 056 ]
2. Sam Baman Balsara ]
Occupation : Director ]
3. Lara Sam Balsara ]
Occupation : Director ]
4. Soli Bomanji Balsara ]
Occupation: Director ]
Def. Nos.2 to 4 having their address at 47, ]
Malcolm Baug, S.V. Road, Jogeshwari (West) ]
Mumbai 400 102 ]
5. Nadaraja Kaniappan ]
Occupation: Alternate Director ]
Having his address at 54 Pascoe ST, ]
Glen Iris Victoria, 3146, Australia ]
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6. Stephen David Allan ]
Occupation: Director ]
Having his address at 2 Spaniards Close ]
Hampstead, Lond, NW 116th ]
United Kingdom ] ...Defendants
______________________________________
Mr. Durgaprasad Sabnis, a/w Adv. Hiten Lala, i/by Lex Firmus for the
Plaintiff.
Mr. Nirav Shah, a/w Adv. Ashwini Hariharan, i/by DSK Legal for the
Defendants.
_____________________________________________
CORAM : KAMAL KHATA, J.
RESERVED ON : 10th September, 2025.
PRONOUNCED ON : 29th September, 2025.
Judgment :
1) By these Motions, the Defendants seek rejection of the Plaint
under Order 7 Rule 11 (a) of the Code of Civil Procedure 1908
("CPC"), and dismissal of the Suit against them - Defendant No. 1
being the company, and Defendant Nos. 2 to 6 being its directors.
2) Mr. Nirav Shah, learned Counsel for the Defendants, submits
that the plaint is essentially a money claim for recovery under
certain invoices. However, each relied upon invoice, on a plain
reading, shows that they were raised by "Mediacom Media India Pvt.
Ltd." (MMIPL) and not by Defendant No. 1 - "Mediacom
Communication Pvt. Ltd. (MCPL).
3) The underlying transactions between the Plaintiff and
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MMIPL pertain to the period 2008 to 2010. The plaint discloses no
services rendered by Defendant No. 1 to the Plaintiff through any of
the invoices. On this ground, it is urged that the plaint suffers from
non-joinder of a necessary party, misjoinder of Defendant No. 1, and
multifariousness.
4) Accordingly, it is submitted that the Plaint discloses no
cause of action against Defendant No. 1 or its directors (Defendants 2
to 6) and warrants rejection under Order VII Rule 11 of the CPC.
5) Mr. Shah further contends that the claim is barred by
limitation. Since the invoices pertain to the years 2008 and 2010 and
the suit was filed only in 2014, the claim is ex-facie time barred. He
submits that the Suit is vexatious and an abuse of the process of this
Court, meriting dismissal with exemplary costs.
6) Per contra, Mr. Sabnis, learned Counsel for the Plaintiff,
submits that Defendant No. 1 - MCPL is an associate company/fellow
subsidiary of MMIPL. He relies on a letter dated 24 th February 2010
to establish the connection between the two entities. The letter
records that, in view of certain statutory changes, MMIPL would
henceforth issue bills to the Plaintiff in its new name MCPL. The
original agreement was also to be revised in the MCPL's name.
7) He further submits that between 2008 and 2010, MMIPL, an
advertising company, raised invoices for work allegedly carried out,
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for which it received payments aggregating to Rs. 10.93 crores. He
places reliance on the invoices and purchase orders evidencing
payments.
8) He emphasis that Mr. Tushar Deshmukh, who had signed the
invoices of MMIPL, is the same individual who has affirmed the
Affidavit-in-support of the present Notice of Motion in his capacity as
the Finance Director of Defendant No. 1 (MCPL). He submits that
from October 2010 onwards, invoices were issued by MCPL, drawing
attention to the invoice dated 28th October 2010.
9) He also relies upon the Revised Agreement dated 7 th
December 2010, between the Plaintiff and Defendant in lieu of change
in name of MMIPL to MCPL.
10) According to him, MMIPL is the parent company and the
Defendant No. 1 is an associate company/fellow subsidiary. Reliance
is place on E-Form 23AC filed with the Registrar of Companies (RoC)
by MMIPL for the year 2011. On this basis, he contends that the
Plaintiff rightly instituted proceedings against MCPL as the new
name of MMIPL.
11) He submits that after defrauding the Plaintiff of several
crores, the Defendant No. 1 have now sought to evade liability by
contending that they are a separate entity. Referring once again to
the letter dated 24th February 2010 and the RoC filing of E-Form
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23AC, he contends that MMIPL and Defendant No. 1 are related
entities, and therefore the Notice of Motion must be dismissed.
12) The Learned Counsel disputes the contention that the Suit is
barred by the law of limitation. He relies upon the correspondence
exchanged between 11th March 2014 and 25th September 2014
addressed to Defendant No.1, to which no response was received. By
the letter dated 25th September 2014, a final opportunity was given to
Defendant No.1 to furnish proof of services rendered against the suit
invoices. He further relies on the said correspondence in the light of
the special audit report of Price Waterhouse Coopers ("PWC") came to
the Plaintiff's notice in 2014. It was only then, according to him, that
the Plaintiff discovered that the Defendant had raised invoices
without rendering services. He therefore submits that the Suit is
governed by Section 17 of the Limitation Act and is not barred by
limitation.
Analysis and Conclusion
13) I have heard both Counsel and considered their rival
contentions. A mere perusal of the invoices evinces that, none of
them have been raised by the Defendant No. 1 upon the Plaintiff's.
The money claim against Defendant No. 1 to 6 is based solely these 16
invoices.
14) Apart from a bald assertion in the Reply to the Notice of
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Motion, the plaint and the documents annexed thereto disclose no
connection whatsoever between Defendant No. 1 to 6 and the said
invoices. This is even more glaring as documents relied by the
Plaintiff's counsel do not form a part of the plaint.
15) It is well settled that, while considering an application under
Order 7 Rule 11, the Court proceeds on a demurrer, examining only
the Plaint and the documents annexed therewith.1
16) I find merit in the submissions of Mr. Shah. It is evident that
MMIPL is a distinct legal entity. Indeed, the Plaintiffs themselves
have filed a Chamber Summons seeking to implead MMIPL and its
directors in the present Suit.
17) The argument that the Chamber Summons should be heard
first before deciding the Notice of Motion seeking rejection of the
Plaint is misconceived and deserves rejection.2
18) A Chamber Summons that seeks to alter the very cause of
action cannot be permitted to pre-empt adjudication of a pending
Order VII Rule 11 application.3 In fact, the Chamber Summons was
filed on 2nd May 2018 - nearly four years after the suit (filed on 4 th
December 2014) and almost two years after the present Notice of
Motion (filed on 29th September 2016).
1 Dahiben Vs. Arvindbhai Kalyani Bhanusali (Gajra) Thr. LRs. & Ors. (2020) 7 SCC 366.
2 R.K. Roja Vs. U.S. Rayudu (2016) 14 SCC 275.
3 L.I.C. Vs. Sanjeev Builders, 2022 INSC, paragraph no.70.
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19) Evidently, MCPL and MMIPL are two independent juristic
entities. The invoices on their face disclose no nexus between MCPL
(Defendant No. 1) and MMIPL. The cause of action, if any, lies only
against MMIPL, a distinct legal entity. No averment in the Plaint or
documents on record establishes any legal link binding MCPL
(Defendant No. 1) to the invoices admittedly issued by MMIPL. On
the contrary, the agreement with MCPL and the invoice dated 28 th
September 2010 issued by MCPL corroborate the Defendant's case
that the entities are separate.
20) The mere fact that the same individual signed both the
affidavit in the present Motion on behalf of MCPL and the invoices for
MMIPL cannot by itself establish any legal interconnection. No such
averment finds place in the plaint, and an additional affidavit filed in
response to the present Motion cannot be read into the plaint to
expand its scope - such a course is impermissible in law. The
corporate individuality of the two entities, which is recognized and
protected by law, cannot be disregarded. Nothing prevented the
Plaintiff from suing MMIPL directly on the basis of the invoices, or
from impleading both entities at the inception. I therefore find no
merit in Mr. Sabnis's contention that the two entities are interlinked.
21) In my view, the Suit also is barred by limitation. Mere
unilateral correspondence by the Plaintiff without any
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acknowledgement of liability by the Defendant No.1 cannot extend
the period of limitation.
22) The plea that the Suit is saved by Section 17 of the
Limitation Act is untenable. The Plaintiff has not disclosed any steps
taken from September 2010 to March 2014. Such inaction by the
Plaintiff for over four years is uncondonable; the Court cannot place a
premium on lethargy and inaction. To rely on the PWC report to
explain the discovery of unpaid invoices is equally untenable. It is
settled law that where, with due diligence, a party could have
discovered the alleged fraud, the benefit of Section 17 of Limitation
Act is unavailable (see Shrikrishna Vs. The Kurukshetra
University4).
ORDER
23) Accordingly, I find no substance in the submissions of
Mr. Sabnis and the Motions must be allowed.
24) There is clearly no cause of action against the Defendant
No. 1, who have been wrongly dragged into this litigation.
25) The Suit is accordingly dismissed against the Defendants.
26) In view of the dismissal of the Suit, the Chamber Summons
seeking to implead MMIPL and amend the Plaint also stands
dismissed. I find no reason to allow a Chamber Summons filed nearly
4 1975 SCC OnLine SC 409.
sumedh 3-oscoms-87-2015-J (1).doc
eight years after institution of the Suit and nearly one and half years
after the present Motion. Ex-facie, it would be barred by limitation.
To permit such an amendment would amount to granting judicial
approval to delay and lethargy on the part of indolent litigants.
27) The Plaintiffs have subjected the Defendants to litigation for
nearly a decade. In these circumstances, all the above Motions are
allowed in terms of prayer clauses (a) respectively and Chamber
Summons dismissed with exemplary costs. Having regard to the
statement of costs filed by the Defendants, in addition to the unstated
incidental expenses incurred in the course of this litigation, I direct
the Plaintiffs to pay cost of Rs.20,00,000/- to the Defendants within
two weeks from the date of this Order.
(KAMAL KHATA, J.)
