[Cites 11, Cited by 0]
Calcutta High Court
Sri Rani Sati Abasan Private Limited vs Ambootia Tea Exports Private Limited & ... on 5 February, 2026
IN THE HIGH COURT AT CALCUTTA
ORIGINAL SIDE
COMMERCIAL DIVISION
Present:
The Hon'ble Justice Krishna Rao
G.A. (COM) No. 3 of 2024
With
G.A. (COM) No. 4 of 2024
In
C.S. (COM) No. 450 of 2024
(Old No. CS 300 of 2022)
Sri Rani Sati Abasan Private Limited
Versus
Ambootia Tea Exports Private Limited & Ors.
Mr. Aniruddha Mitra, Sr. Adv.
Mr. Debraj Sahu
Mr. Bhaskar Dwivedi
Ms. Jyoti Rauth
Ms. T. Saha
Ms. Labanyashree Sinha
... For the plaintiff.
2
Mr. Debdatta Saha
Mr. Diprav Deb
Mr. A. Das
Mr. Subhamay Diwanji
... For the defendants.
Hearing Concluded On : 21.01.2026
Judgment on : 05.02.2026
Krishna Rao, J.:
1. The plaintiff has filed an application being G.A. (Com) No. 3 of 2024
under Order XII, Rule 6 of the Code of Civil Procedure, 1908, praying
for judgment upon admission. The defendants have filed an application
being G.A. (Com) No. 4 of 2024 under Order VII, Rule 11 of the Code of
Civil Procedure, 1908, praying for rejection of Plaint.
2. The defendants have filed an application for rejection of plaint on the
ground that the suit filed by the plaintiff does not fall within the
purview of the Commercial Courts Act, 2015. It is submitted that the
alleged simple loan transaction referred in the plaint, is between two
corporate entities and is a simple loan transaction which cannot be
termed as commercial dispute.
3. It is submitted that the loan was granted to the defendant in the nature
of a friendly loan without any commercial flavor and without execution
of any mercantile document. It is submitted that the suit filed by the
plaintiff does not cover any of the clauses of Section 2(1)(c) of the
Commercial Courts Act, 2015.
4. The second issue raised by the defendants is that in the midst of the
moratorium under Section 14 of the Insolvency and Bankruptcy Code,
2016, the plaintiff has filed the present suit. It is submitted that as an
application under Section 95(1) of the Code of 2016, is pending before
the National Company Law Tribunal (NCLT), Kolkata against the
plaintiff no.2, the suit filed by the plaintiff is barred by law.
5. The defendants submits that on 22nd September, 2021, an application
under Section 95(1) of the Code of 2016 was filed before the NCLT,
Kolkata but the said application was dismissed as premature. The said
order was challenged before the Learned National Company Law
Appellate Tribunal, New Delhi and the Appellate Tribunal by an order
dated 27th May, 2022, allowed the said appeal and now the matter is
pending before the NCLT.
6. It is submitted that during the pendency of the proceeding before the
Learned National Company Law Tribunal, the plaintiff has presented
the present suit on 22nd December 2022 by suppressing the facts that
the suit filed by the plaintiff is barred by law.
7. The defendants in support of his submissions, have relied upon the
following judgments:
i. Ashika Global Securities Pvt. Ltd. Vs. Rita
Kedia reported in 2024 SCC OnLine Cal 8699,
ii. Prime Hitech Textiles LLP Vs. Manish Kumar
reported in 2022 SCC OnLine Cal 2326
submits that in both cases, this Court held that
the suit filed by the plaintiff is not covered under
any of the provisions of Section 2(1)(c) of the
Commercial Courts Act, 2015 and returned the
plaint to be presented before the appropriate
Court.
8. The plaintiff says that in the month of January 2017, the defendant
no.2 on behalf of the defendant no.1 approached the plaintiff for grant
of an Inter Corporate unsecured loan for an amount of Rs. 50 lacs and
after discussion between the parties, the plaintiff agreed to give an
Inter-Corporate loan of Rs. 50 lacs to the defendant no.1 which will
carry an interest at the rate of 18% per annum. On 19th January, 2017,
the plaintiff has transferred an amount of Rs. 50 lacs by way of RTGS
to the bank account of defendant no.1 maintained with the United
Bank of India, Chowringhee Branch, Kolkata.
9. It is submitted that on 31st March, 2017, the defendant no.1 paid
interest at the rate of 18% per annum on principal loan amount and
tax was also deducted at source (TDS) by the defendant no.1. On 1st
April, 2017, a Confirmation of Accounts for the financial year 2016-
2017 was duly signed by the defendant no.1.
10. The plaintiff submits that during the financial year 2017-2018 also
interest was paid, TDS was deducted, and on 1st April, 2018, a
Confirmation of Accounts for the period of 2017-2018 was signed by
the defendant no.1. It is further contended that by a letter dated 22nd
March, 2019, the defendant no.1 requested the plaintiff for renewal of
the unsecured loan till 21st July, 2019 and assured that the repayment
of the principal amount will be made on 22nd July, 2019. Two cheques
were issued in favour of the plaintiff covering interest and principal
amount. Along with the letter dated 22nd March 2019, the defendant
no.1 issued a Demand Promissory Note wherein the defendant no.1
unconditionally promised to repay the loan amount along with interest
at the rate of 18% per annum on or before 22nd July, 2019.
11. It is contended that during the financial year 2018-2019, interest was
paid after deducting TDS and on 1st April, 2019, a Confirmation of
Accounts was signed acknowledging the loan amount of Rs. 50 lacs. On
19th July, 2019, the defendant no.1 issued another letter requesting for
renewal of the loan till 18th November, 2019 and cheques were issued
and Promissory Note was also issued by the defendant no.1 on 22nd
July, 2019. On 19th November, 2019, the defendant no.1 again
requested for renewal of the loan till 16th February, 2020 and issued
two cheques covering interest and principal amount.
12. The plaintiff says that on 17th February, 2020, the defendant nos. 2
and 3 verbally requested the plaintiff not to deposit the cheques in the
bank and requested some time to clear the loan amount. The defendant
no.1 had paid interest at the rate of 18% per annum on principal
amount of Rs. 50 lacs till 22nd October, 2020 and thereafter the
defendants defaulted in paying interest and also not paid the principal
amounts.
13. The plaintiff has made several requests to the defendants since October
2020 and on 1st March, 2021, the defendant no.1 issued two cheques
for payment of interest of Rs. 2,98,154/- and principal amount of Rs.
50 lacs with the request not to deposit the said cheques prior to April,
2021. The cheque for payment of interest was dishonored on 3rd /4th
April, 2021 and the cheque carrying the principal amount was
dishonored on 13th April, 2021 with the endorsement "Funds
Insufficient". The defendant nos. 2 and 3 requested the plaintiff to
deposit the said cheques in the month of May, 2021 but again the same
was dishonored.
14. The plaintiff has issued notices to the defendants but the defendants
had failed to pay the principal amount along with interest.
15. The plaintiff says that the defendants have issued Confirmation of
Accounts from time to time which bears the signature of both the
parties, the defendants have also executed Promissory Notes from time
to time with respect to the loan amount and have also issued cheques
from time to time which proves that that transaction between the
plaintiff and the defendants, is commercial in nature.
16. The plaintiff further says that as regard to the alleged case pending
before the NCLT under Section 95(1) of the Code of 2016, it is the
specific case of the defendants that the case is against the plaintiff no.2
but in the present suit there is no plaintiff no. 2.
17. It is further contended that the orders passed by the NCLT which the
defendants have relied upon, in the said order there is no whisper that
the plaintiff is party to the said proceeding.
18. The plaintiff in support of its submissions has relied upon the following
judgments:
i. Amanpreet Kohli Vs. Pankaj Dayal
reported in 2023 SCC OnLine Del 1808,
ii. Padma Logistics and Khanij Pvt. Ltd. Vs.
Ideal Unique Realtors Pvt. Ltd. reported in
2022 SCC OnLine Cal 126,
iii. Ladymoon Towers Private Limited Vs.
Mahendra Investment Advisors Private
Limited reported in 2021 SCC OnLine Cal
4240,
iv. Unreported judgment passed in the case of
Venkatesh Vincom Private Limited Vs. M/s
Spice of Joy, Multicusine Restaurant cum
bar & Ors. in FMAT No. 20 of 2022 dated
26th September, 2022.
19. By referring the said judgments, the plaintiff submits that in all cases
different Courts including the Coordinate Bench of this Court held that
Confirmation of Accounts, Promissory Note and postdated cheques are
ordinary transaction of merchants and financiers. The loan carried
interest, and, therefore, was not friendly loan.
20. This Court finds that in the present case, the defendants have issued
Confirmation of Accounts on 1st April, 2017, 1st April, 2018 and 1st
April, 2019. The defendants have also executed Promissory Notes on
22nd March, 2019 and 22nd July, 2019. Issued postdated cheques from
time to time and lastly on 1st March, 2021. Issued letter dated 19th
November, 2011, for renewal of unsecured loan. Considering the above
documents, there is no doubt that the transaction between the plaintiff
and the defendants is commercial in nature and duly covered under the
provisions of Section 2(1)(c)(i) of the Commercial Courts Act, 2015.
21. As regard to the pendency of the case before the Learned National
Company Law Tribunal, Kolkata, it is the case of the defendants that a
case is pending against the plaintiff no.2 but in the present case, there
is no plaintiff no.2. The orders relied by the defendants passed in the
proceeding before the Learned Tribunal, from the said orders it does
not reveals that the said proceeding is against the plaintiff herein.
22. In view of the above, the application filed by the defendants under
Order VII, Rule 11 of the Code of Civil Procedure, 1908, being G.A.
(Com) No. 4 of 2024 is dismissed.
23. With regard to the application filed by the plaintiff for judgment upon
admission, this Court finds that the defendants have also filed written
statement but in the written statement, the defendants have not denied
with respect to the loan amount and the documents relied by the
plaintiff. The defendants have mainly taken the stand of maintainability
of the suit.
24. In paragraphs 10 and 11 of the written statement, the defendants have
stated as follows:
"10. With reference to the statements made in
paragraph 1, 2 and 3 of the plaint, the defendant
denies and disputes the allegations made therein
save and except what are matters of record and the
plaintiff shall be constrained to strict proof thereof.
It is specifically stated that the said loan, if at all,
was a loan in the nature of a friendly and/or a
hand loan, and such loan does not fall within the
definition of the "commercial dispute" under the
Commercial Courts Act, 2015 especially because
the said loan was not as per any mercantile
documents, it was a loan provided as an
understanding. Such informal nature of the said
loan itself shows that the said loan cannot be of a
commercial nature. The plaintiff has not pleaded
anywhere in the plaint that the said loan was
provided as per any agreement and/or any
mercantile document at all, it has been pleaded at
all instances that the said loan was provided on
good terms and on understanding, without any
execution of documents at all. It is also pertinent to
mention here that the plaintiff has also not
provided any pleading or any documentary
evidence showing that the plaintiff is a financier in
terms of the definition of the Commercial Courts
Act, 2015.
11. With reference to the statements made in
paragraph 4, 5, 6 and 7 of the plaint, the
defendant denies and disputes the allegations
made therein save and except what are matters of
record and the plaintiff shall be constrained to
strict proof thereof. It is specifically stated that even
if it is assumed by not admitting anything that the
alleged dues of the plaintiff are due and payable
by the defendant to the plaintiff, the instant dispute
would not fall under the Commercial Courts Act,
2015 in terms with the provisions of the statute."
25. At the outset, it is well settled that the object of Order XII, Rule 6 of the
of the Code of Civil Procedure, 1908, is to obtain a speedy judgment at
least to the extent of the admission of the defendant. This Rule ensures
that if there is no dispute between the parties and if there is on the
pleadings or otherwise such an admission, the plaintiff is entitled as a
matter of right to obtain at once a judgment to the extent of the
admission. The Rule also contemplates that either party at any stage of
the suit may obtain judgment or an appropriate order to get rid off so
much of the suit to which there is no controversy. The Rule also confers
a very wide discretion of the Court [Uttam Singh Duggal & Co. Ltd. vs.
United Bank of India reported in (2000) 7 SCC 120]. In Ravees Chandra
Jain vs. Rajrani Jain reported in (2015) 8 SCC 428, it was held that,
Order XII Rule 6 of the Code of Civil Procedure, 1908, confers a wide
discretion on Court to pass a judgment at any stage of suit on the basis
of admission of facts made in pleadings or otherwise without waiting for
a determination or any other question which arises for consideration in
the suit.
26. This Court finds that the defendants have admitted that the plaintiff
has paid a loan amount of Rs. 50 lacs and on receipt of the same, the
defendants have paid interest after deducting TDS and also issued
Confirmation of Accounts. The defendant no.1 executed Promissory
Notes and has issued cheques for principal amount as well as for
interest but the same were dishonored.
27. This Court is of the view that the defendants have unequivocally,
unambiguously and undisputedly admitted the claim of the plaintiff.
The defendants have paid interest on the principal amount at the rate
of 18% per annum till 22nd October, 2020 and thereafter the defendants
have not paid the interest, thus the defendants have also admitted the
interest at the rate of 18% per annum.
28. In view of the above, the plaintiff is entitled to get decree on admission.
The defendants are directed to pay the principal amount of Rs.
50,00,000/- (Rupees Fifty Lacks only) along with interest at the rate of
15% per annum from 23rd October, 2020 till realization of the principal
amount. The defendants are also liable to pay cost of the suit assessed
at Rs.1,00,000/- (Rupees One Lakhs Only).
29. G.A. (Com) No. 3 of 2024 is allowed. C.S (Com) No. 450 of 2024 (Old
No. CS 300 of 2022) is disposed of. Decree be drawn accordingly.
G.A. (Com) No. 4 of 2024 is dismissed.
(Krishna Rao, J.)
