Tripura High Court
Aranyak Jewellers Private Limited vs Shayam Sundar Co. Jewellers Private ... on 2 July, 2025
Page 1 of 8
HIGH COURT OF TRIPURA
AGARTALA
CRP No.46 of 2025
1. Aranyak Jewellers Private Limited, a company incorporated under the
provisions of the Companies Act, 2013, having its registered office at Subhas
Park, Khowai - 799201, Tripura
2. Manojit Chowdhury, son of Monoj Kanti Chowdhury, residing at Subhas
Park, Khowai - 799201
3. Banasree Chowdhury, wife of Manojit Chowdhury, residing at Subhas Park,
Khowai - 799201
.........Petitioner(s);
Versus
Shayam Sundar Co. Jewellers Private Limited, a company within the meaning
of Companies Act, 2013 having its registered office at 131, Rash Behari
Avenue, Suparno, Ground Floor, Kolkata - 700029 and also carrying on its
business from 44, Central Road, Taman Choumuhani, Agartala - 799001 and
21/2, Hari Ganga Basak Road, Agartala, Tripura - 799001
.........Respondent(s).
For Petitioner(s) : Mr. Anuj Singh, Advocate,
Haradhan Sarkar, Advocate
Mr. Abhishek Das, Advocate.
For Respondent(s) : Ms. Sonal Shah, Advocate,
Ms. Jayita Paul, Advocate.
HON'BLE THE CHIEF JUSTICE MR. APARESH KUMAR SINGH
Order
02/07/2025
The original certified copy of the order dated 25.03.2025 passed in
C.M. (Inj.) 03 of 2024 arising out of Commercial Suit No.03 of 2024 which is
impugned in the instant revision petition has been filed on 27.06.2025 to
remove the defect. The other defects relating to the typed copies of certain
pages are ignored.
2. I have heard learned counsel for the petitioners Mr. Anuj Singh
assisted by learned counsel Mr. Abhishek Das and Ms. Sonal Shah, learned
counsel assisted by Ms. Jayita Paul, learned counsel for the respondent.
3. The respondents in Commercial Suit No.03 of 2024 are the
petitioners herein. Rejection of an application under Order XXXIX Rule 4 CPC
by order dated 14.08.2024 was subject matter of challenge by the same
respondents in Commercial Appeal No.02 of 2024. The commercial appeal was
disposed of vide judgment and order dated 11.02.2025 which is extracted in
extenso hereinafter:
"Heard Mr. A. Singh, learned counsel appearing for the appellants
and Ms. S. Shah, learned counsel appearing for the respondent.
[2] On the last occasion, Mr. Singh, learned counsel came forward with a
constructive proposal that the appellants were ready and willing to secure the
amount of Rs.2,41,00,000/- [Rupees Two Crore Forty One lakh] which is the
subject matter of the impugned order of injunction passed by the learned
Commercial Court, by way of a bank guarantee and deposit of gold ornaments of
equivalent value before the learned trial court without prejudice to their right of
defence in the main proceeding.
[3] In view of above said submission made on the last occasion, today the
authorised representative of the appellant No.1 has submitted one affidavit and in
turn, from the side of the respondent also their authorised representative has
submitted one affidavit whereby both the parties have come to an amiable
settlement with the terms and conditions reflected in the later part of this order.
[4] The appeal has been filed under Section 13(1A) of the Commercial
Courts Act, 2015 by challenging the order dated 14.08.2024 passed by the learned
commercial Court, West Tripura, Agartala in CM(INJ)03 of 2024 arising out of
Commercial Suit No.03 of 2024.
[5] The respondent-plaintiff filed the suit praying for a money decree of
Rs.7,05,23,740/- as principal amount under different counts and further a decree
of Rs.3,00,00,000/- as damages or for any other sum as on enquiry the court finds
due and payable to the respondent by the appellants and also praying for
perpetual injunction restraining the appellant-defendants, their men and agents
from exploiting the name/trade names of the plaintiff for a business as similar to
that of plaintiff and also for restraining them from offering for sale of gold
jewellery bearing the hallmark of the plaintiff to the customers and from inducing
any of the plaintiff's customer and posing before them with the trade
name/jewellery of the plaintiff and representing them to be of the plaintiff and
also from doing any other acts, deeds and things directly or indirectly which is in
conflict with the interest of the plaintiff.
[6] The allegations of the respondent-plaintiff basically are that the plaintiff
is a reputed firm doing jewellery business since from the time of their
predecessor, late Gour Chandra Saha having their business points at various parts
of the State of Tripura and also at Kolkata, West Bengal. In 2005, the appellant-
defendants entered into an oral agreement to act as a franchisee of the plaintiff by
setting up a shop at Khowai under certain terms and conditions including the
conditions that the shop would bears the name of Shyam Sundar Company
Jewellers at a conspicuous space along with any other name as the defendant-
appellant No.2 chooses to use and the defendant-appellant No.2 would not sell
with any other jewellery brand from said showroom and they would also
contribute proportionately in the advertisement and publicity expenses of the
brand of the respondent-plaintiff.
[7] Accordingly, the respondent-plaintiff made capital investment in the said
business and gold ornaments would be supplied to the appellant-defendants by
the respondent-plaintiff on approval basis but ultimately it was found that the
defendants were deviating from such mutually agreed terms and conditions and
even started issuing invoices without mentioning the name of Shyam Sundar
Company Jewellers Private Ltd. therein and also attempted to open another shop.
It is also alleged that from 2019, the defendant No.1 started slowly disassociating
themselves from the plaintiff by not contributing proportionately towards
advertisement and promotion of the business and also by not actively
participating in the schemes launched by the plaintiff and keeping a large amount
of bills as dues. It is also alleged that from June, 2020 the tax invoices of the
appellant-defendants are being issued in the name of Aranyak Jewellers Pvt. Ltd.
Further it is the allegation of the plaintiff that the defendants were attempting to
open a shop at Kaman Chowmuhani near the shop of plaintiff with an intention to
sell the jewellery of the plaintiff from that shop in breach of that oral agreement.
[8] Mainly with such allegations amongst other allegations, the plaintiff
instituted the suit with above said reliefs and also prayed for temporary injunction
before the learned Commercial Court, West Tripura, Agartala which was
numbered as Civil Misc.(Injunction) 03 of 2024 arising out of Commercial Suit
No.03 of 2024.
[9] Learned trial court on 29.06.2024 passed an ex-parte temporary
injunction, inter-alia, with the following order:
"27. Considering the relief as prayed by the Plaintiff, and the undisputed
claim to the tune of Rs.2,41,86,671/-
Hence
It is directed that the defendants CC Bank Account being
No.38194756280 maintained with State Bank of India, Khowai Branch,
& OD Account No.40476003353 maintained with State Bank of India,
Dharmanagar Branch shall stand freezed to the extent of i) 1,21,00,000/-
and ii) 1,20,86,671/- respectively if any or whatever amount is lying
below the said amount till disposal of the instant application of
temporary injunction or further order or orders and the defendant are
prohibited from withdrawing the amount by any means and modes
including electronic modes and the Branch Manager of the aforesaid
Bank Account are directed to act according to aforesaid order.
Defendants are directed to show cause within 10 days from the date of
communication of this order as to why the application for temporary
injunction filed by the plaintiff shall not be granted against them.
Plaintiff to comply the provision of order xxxix rule 3(a) and 3(b) of the
code of civil procedure at once. Apart from above plaintiff is directed to
serve copy of this order to Both the Bank Manager. Office is also
directed to inform both Bank Manager by serving copy of this order."
[10] Against the said order, the respondent filed one petition under Order
XXXIX Rule 4 of the CPC for vacating the same and on hearing, the learned trial
court rejected the same vide order dated 14.08.2024. Being aggrieved by the said
order, the appellants preferred this appeal.
[11] Now, as indicated above, during the course of hearing, one affidavit is
submitted by the appellants in this Court incorporating the following terms and
conditions:
(i) The appellant-defendant No.1 shall secure the claimed amount of
Rs.2,41,86,671/- [Rupees Two crores Forty One lakhs Eighty Six
thousand Six hundred Seventy One only] without prejudice to their
rights and contentions in the original suit and in the present appeal.
(ii) To secure such amount, the appellant No.1 will submit bank
guarantee of Rs.50,00,000/- [Rupees Fifty lakhs only] which would
remain deposited in the learned trial court and such bank guarantee
shall be obtained by utilizing the sum lying in the aforesaid frozen
bank accounts.
(iii) The balance sum of Rs.1,91,86,671/- [Rupees One crore Ninety
One lakhs Eighty Six thousand Six hundred Seventy One only] will be
secured by deposit of gold ornaments which were purchased by the
appellant No.1 from the respondent and the same shall be kept in a
locker maintained in any nationalized bank.
[12] The authorized representative of the respondent, namely Sri Sourajit Roy
by submitting his affidavit stated that the impugned order may be varied or
modified to incorporate that the defendant-appellants through the defendant No.1
would secure the said sum of Rs.2,41,86,671/- [Rupees Two crores Forty One
lakhs Eighty Six thousands Six hundred Seventy One only] by agreeing with the
aforesaid terms and conditions. It is further stated in the affidavit that the gold
ornaments may be accepted as a security only after identification by the personnel
of the respondent as the same has been lying in the custody of the appellant No.1
for almost a year and to ascertain the purity of such gold ornaments by appointing
one expert Valuer on the basis of the price of the gold ornaments prevailing. It is
further urged in the affidavit that the lockers where the ornaments are to be kept
may be maintained with any nationalized bank in the name of the advocate on
record appearing for the parties who would only be allowed to operate the same
and the bank guarantee may be placed before the Registrar of the learned
Commercial Court with a Xerox copy of the same furnished to the advocate of
the respondent.
[13] We have considered the submissions of the learned counsel of the parties
with reference to the above said terms and conditions but we are of the view that
the gold ornaments shall be kept by opening a locker in any nationalized bank at
the instance of the learned District & Sessions Judge, West Tripura, Agartala and
such gold ornaments shall be kept in safe custody of the learned trial court. In
view of the above and also in view of the aforesaid mutually agreed terms and
conditions and also considering the facts and circumstances involved in the suit
as well as in the appeal, the impugned order dated 14.08.2024 passed by the
learned Commercial Court, West Tripura, Agartala is hereby set aside with a
further directions that:
(i) The appellant No.1 shall deposit bank guarantee of Rs.50,00,000/-
[Rupees Fifty lakhs only] before the learned trial court within 2[two]
weeks from the date of receipt of copy of this order and such
document(s) of bank guarantee shall also be kept in a proper and safe
custody of the learned trial court to be renewed from time to time
during pendency of the suit. The appellants are given liberty to obtain
such bank guarantee utilising the sum lying in the frozen accounts of
the respondent.
(ii) The appellant No.1 shall also ensure deposit of gold ornaments
worth of Rs.1,91,86,671/- [Rupees One crore Ninety One lakhs Eighty
Six thousand Six hundred Seventy One only] from the ornaments
which were purchased/taken by the appellant No.1 from the
respondent within 2[two] weeks from the date of receipt of copy of
this order and such gold ornaments will be kept in the safe custody of
the learned trial court in a bank locker as indicated above.
(iii) After such gold ornaments are deposited, the learned trial court
will appoint one suitable Valuer experienced in this matter for
ascertaining both the purity and value of such ornaments and the
learned trial court shall take an endeavour to complete the said process
not later than 6[six] weeks from the date of receipt of copy of this
order. While appointing such Valuer, learned trial court may take into
consideration the names of such dependable valuer(s), if any, as
proposed by the parties.
(iv) After the aforesaid directions are complied with, the learned trial
court will modify the order dated 29.06.2014 accordingly resorting to
the relevant provisions of law and will also take endeavour to dispose
of the main suit expeditiously.
[14] With such observations and directions, this appeal is disposed of
accordingly.
Copy of this order be communicated to the learned Trial Court by the
Registry immediately.
No order as to costs.
Pending application(s), if any, also stands disposed of."
4. A perusal of the judgment passed in Commercial Appeal No.02 of
2024 as quoted above would show that the appellants/petitioners herein were
allowed to operate their bank accounts on fulfillment of certain terms and
conditions enumerated under paragraph 13 on the basis of the affidavit given by
the defendants/appellants/petitioners herein. The order of the learned Appellate
Court also shows that once the conditions were satisfied, the learned Trial
Court would modify the order of injunction dated 29.06.2024. Learned counsel
for the parties have brought to the notice of this Court that the petitioners herein
are in the process of complying with the conditions enumerated under
paragraph 13. The Bank Guarantee and the gold ornaments have been
submitted by the petitioners. They have been valued and are to be kept in a
bank locker to be opened at the instance of the learned Trial Court. The present
petitioners have approached the Appellate Court in the disposed of commercial
appeal for certain clarifications which have been duly considered vide orders
dated 18.03.2025 and 09.04.2025. In effect, if those conditions are going to be
satisfied, the original order of injunction dated 29.06.2024, whereby the two
bank accounts of the defendants/petitioners herein were frozen, have to be
modified by allowing their operation. The whole object and purport of the
judgment and order passed in commercial appeal was to ensure that the
defendants may be allowed to operate their bank accounts on fulfillment of the
enumerated conditions by furnishing sureties in the nature of Bank Guarantee
and gold ornaments thereby enabling the main suit to proceed for trial. The
intent of the judgment was to ensure that the parties are not embroiled on the
injunction issue and thereby cause delay in the trial of the commercial suit itself
which would be contrary to the object and the scheme of the Commercial
Courts Act, 2015.
5. By the impugned order dated 25.03.2025, the application of the
defendants/petitioners herein to hear the petition under Order XXXIX Rule 4
CPC analogous with the petition under Order VII Rule 11 CPC has been
rejected. The defendants, being aggrieved have preferred the instant revision
petition under Article 227 of the Constitution of India. Let it be indicated that
the order dated 14.08.2024 by which the petition under Order XXXIX Rule 4
CPC was rejected was set aside vide judgment and order dated 11.02.2025
passed in Commercial Appeal No.02 of 2024 on the basis of the terms and
conditions mutually agreed between the appellants and respondents herein and
as enumerated in the concluding part of the judgment at paragraph 13. Since the
petition under Order XXXIX Rule 4 CPC stood revived the same has to be
disposed of in accordance with law keeping into mind that the original
injunction order dated 29.06.2024 has to be modified to allow the defendants to
operate the frozen bank accounts upon fulfillment of the conditions enumerated
under para 13 of the judgment dated 11.02.2025 in Commercial Appeal No.
02/2024.
6. Learned counsel for the petitioners Mr. Anuj Singh has
vehemently argued that the grounds raised in the petition under Order XXXIX
Rule 4 CPC have to be dealt with on merits again.
7. Learned counsel for the respondent Ms. Sonal Shah has equally
vehemently opposed such submissions on the ground that once the order of
injunction dated 29.06.2024 is modified upon fulfillment of the conditions by
the defendants/petitioners herein, nothing would remain to be decided in the
petition under Order XXXIX Rule 4 CPC.
8. This Court is of the view that the petition under Order XXXIX
Rule 4 CPC, now pending before the learned Commercial Court, is required to
be dealt with in accordance with law keeping into mind the directions contained
in the judgment and order dated 11.02.2025 passed in Commercial Appeal
No.02 of 2024. If those conditions are fulfilled by the defendants/petitioners
herein, the order of injunction has to be modified to allow the defendants to
operate the two frozen bank accounts. Meanwhile the other petition under
Order VII Rule 11 CPC filed by the defendants/petitioners herein is also
pending in the docket of the learned Trial Court.
9. The defendants/petitioners have their own reasoning to get the
petitions heard together. However, it is left to the judicial discretion of the
learned Trial Court to deal with both the applications, either analogously or
separately in accordance with law. As such, taking into account the background
referred above, this Court is of the view that it would be open for the learned
Commercial Court to either hear the two applications analogously on the same
dates or separately as the Court may deem fit and proper. The learned
Commercial Court while doing so would not be precluded by rejection of the
application of the defendants by the impugned order dated 25.03.2025.
10. With these observations, the instant revision petition is disposed
of. In line with the directions passed by this Court in the judgment and order
dated 11.02.2025 in Commercial Appeal No.02 of 2024, the learned
Commercial Court would endeavour to dispose of these interlocutory
applications expeditiously so that the trial of the main suit commences without
further delay. Parties are expected to cooperate in the proceedings.
(APARESH KUMAR SINGH), CJ
Pijush/
MUNNA SAHA Digitally signed by MUNNA SAHA
Date: 2025.07.04 13:03:31 +05'30'
