Bangalore District Court
Select Traders Pvt Ltd vs M/S Foxbase Technologies Pvt Ltd on 29 April, 2026
IN THE COURT OF LXXXIX ADDL.CITY CIVIL &
SESSIONS JUDGE, BENGALURU. (CCH-90)
Present: Sri.K.M.RAJENDRA KUMAR., LLM, M.Phil,
LXXXIX Addl.City Civil & Sessions
Judge, Bengaluru.
DATED THIS THE 29th DAY OF APRIL 2026
Com.OS.631/2021
PLAINTIFF: Select Traders Pvt., Ltd.,
I Floor, Harikunj
(Behind Narbada Building),
K.C.Road, Chatribari,
Guwahati, ASSAM-781 008,
Represented by its
Authorized Signatory
and Manager
Mr.Amit Sharma,
Ph:94431 12233
Email:[email protected]
(By Sri.Rajaram Bhat.O, Advocate)
//vs//
DEFENDANTS: 1. M/s.Foxbase Technologies Pvt., Ltd.,
#13, "Rahat", Coles Road,
Frazer Town,
Bengaluru-560 005
Represented by
its Managing Director,
/2/
Com.O.S.No.631/2021
Ph:7259455501,
Email:[email protected]
2. Mrs.Jaya Garg,
Age: Major,
D/o Mr.Bhawani Shankar Goyal,
Director of Foxbase Technologies
Pvt., Ltd.,
A-306, Siroya Environ,
24, Chola Nagar,
Anandnagar, Hebbal,
Bengaluru-560 024,
Ph: 9663782005,
Email:[email protected]
3. Mrs.Jayanthi Chhawchharia,
Age: Major,
D/o Mr.Bhawani Shankar Goyal,
Director of Foxbase Technologies
Pvt., Ltd.,
#10C, Gem House,
5B, Russel Street, Middleton Row,
Kolkata-700 071.
Ph: 9980599099
Email: [email protected]
4. Mr.Merlin Rory Picardo,
Age: Major,
S/o Joseph Picardo,
Director of Foxbase Technologies
Pvt., Ltd.,
#2-81B, Halsus, Pandeshwara,
Udupi, Karnataka-576 226
Ph:7259021494
Email:[email protected]
/3/
Com.O.S.No.631/2021
(for defendant No.1 to 4
By M/s.Raam & Co., Advocates)
Date of Institution of suit : 23.09.2021
Nature of suit : Money Suit
(suit on pronote, suit for
declaration and possession
suit for injunction, etc.,)
Date of commencement of : 09.01.2024
recording of evidence
Date of judgment : 29.04.2026
Total duration : Year/s Month/s Day/s
04 07 06
(K.M.RAJENDRA KUMAR)
LXXXIX ADDL.CITY CIVIL &
SESSIONS JUDGE,
BENGALURU. (CCH-90)
JUDGMENT
The plaintiff has filed this suit praying the Court to pass a Judgment and decree directing the defendants to pay a sum of ₹.5,17,892/- jointly and severally along with current and future interest @ 18% p.a. from the date of suit till the date of realization and costs.
/4/ Com.O.S.No.631/2021 The brief facts of the plaintiff's case are as under:
02. That, the plaintiff is engaged in the business of providing business solutions and having a building space located at No.48, 3rd Cross, Vasantha Nagar, Bengaluru.
03. That, the 1st defendant is a company represented by defendant No.2 to 4 as Directors. The defendant No.1 company is a solution provider and system integration company working on technologies like Smart Card, Biometrics, Radio Frequency Identification, Software Development and Cloud Computing by providing its customer, the related hardware, software solutions and turnkey implementation and training.
04. That, the 1st defendant is also a multi-brand distribution company catering to demand of products and hardware in emerging technologies by providing hardware and related software development kits.
05. That, the 1st defendant had availed plaintiff's building space located at No.48, 3rd Cross, Vasantha Nagar, Bengaluru from August 2017 to March 2018 for a /5/ Com.O.S.No.631/2021 period of 8 months on monthly rental charges of ₹.50,000/-. That, in this regard, the 1 st defendant has placed a purchase order dated 01.08.2017 upon the plaintiff. That, as the 1st defendant has placed the purchase order upon the plaintiff, no separate rent agreement was entered between the plaintiff and the 1st defendant. That, this was also due to the fact that the requirement was for a short period and the 1 st defendant being hard pressed for liquidity expressed its inability to make security deposit and pay monthly rent as per usual norms and instead agreed to pay lump sum amount for the period as this was the time it would be getting its return from the banking sales. That, this request of the 1 st defendant was accepted and order on the basis of the purchase order was agreed on a goodwill basis. Hence, the total rent amount payable by the 1st defendant to the plaintiff for the period of 8 months comes to ₹.4,00,000/- as on 31.03.2018. That, the plaintiff has after the period of 8 months had raised an invoice dated 31.03.2018 upon the 1st defendant for a sum of ₹.4,00,000/-. That, the 1st defendant has acknowledged the above said fact through its confirmation of accounts dated 30.06.2018. That, out of the above said amount, 1st defendant had deducted a sum /6/ Com.O.S.No.631/2021 of ₹.80,000/- towards TDS and reflected the balance amount of ₹.3,20,000/- is payable to the plaintiff. That, the 1st defendant has also reflected the said amount of ₹.3,20,000/- in its confirmation of accounts dated 30.06.2018 and 31.05.2019 also. That, the amount payable to the plaintiff is debited in the profit and loss account of the 1st defendant and marked as payable in its balance sheet which is submitted to the income tax department and Registrar of companies for the statutory filings.
06. That, the 1st defendant was required to pay the said amount within 15 days from the end of the invoice date i.e., 1st defendant is required to pay the above amount within 15.04.2018 to it. That, without valid reason, 1 st defendant has withheld the payment of the above said outstanding amount to the plaintiff. That, as the 1st defendant has deprived the plaintiff of the usage of the said amount of ₹.3,20,000/- without any justification even after confirming the balance and agreeing to pay interest at 18% p.a. for the delayed payment in its confirmation of accounts dated 31.05.2019 as per the terms of the invoice, 1st defendant is also liable to pay the interest @ 18% p.a. /7/ Com.O.S.No.631/2021 upon the due amount of ₹.3,20,000/- from 16.04.2018 till payment of the entire outstanding amount. That, as the defendants are the Directors of the 1 st defendant and managing the affairs of the company, they are also jointly and severally liable to pay the said outstanding amount to the plaintiff.
07. That, in spite of repeated demands and requests by the plaintiff to clear the outstanding amount, the defendants have failed to pay the outstanding amount without any justification. That, the plaintiff has also got issued a legal notice dated 09.03.2021 to the defendants through its advocate. That, the said notice is duly served on the defendants No.1, 3 and 4. That, however, the 2 nd defendant has refused to receive the notice. That, the defendants have neither replied the legal notice and nor paid the balance amount to the plaintiff.
08. That, the defendants are liable to pay an outstanding amount as under:
Principal amount ₹.3,20,000/-
Interest @ 18% p.a. from ₹.1,97,892/-
16.04.2018 to 22.09.2021
TOTAL ₹.5,17,892/-
/8/
Com.O.S.No.631/2021
By contending so, the plaintiff prays to allow the suit.
09. On the other hand, the defendant No.1 has filed written statement which is adopted by other defendants contending that the plaintiff has filed the above suit on false and vexatious grounds coupled with malafide motive and high handed intentions. That, the said reliefs sought for by the plaintiff is not maintainable either on facts or in law and is liable to be dismissed in limine.
10. That, the plaintiff has not approached this Court with clean hands and the suit averments are bereft of merits and rather bald and vague in its nature.
11. That, the claim of the plaintiff is highly untenable with incongruous allegations coupled with malafide motives which are against the ethics and principles of law.
12. That, Mr.Manoj Kumar Agarwal, the Former Director of M/s.Foxbase Technologies Private Limited, Mrs.Jaya Garg and Mr.Anil Kumar Aitham and other Directors were looking after the affairs of the defendant /9/ Com.O.S.No.631/2021 No.1's Company during the period under which the alleged transaction of letting out of the building space by the plaintiff company in favor of the defendant No.1 and at that point of time the above said Director Mr.Manoj Kumar Agarwal has clandestinely created the alleged transaction during the year 2017-18. That, during the above said period Mr.Manoj Kumar Agarwal was also the Director of the plaintiff company as per the Company Master Data along with one Vimla Agarwal from 03.12.2013 during which he was also managing the affairs of the defendant No.1 company having full authority of signing the cheques, authorization of bank accounts, filing of ITR and deduction of TDS etc., of the defendant No.1 as a Director till his resignation from the Directorship of the defendant No.1 company.
13. That, the minutes of meeting of the Board of Director of the defendant No.1 has accepted the resignation of the above said Mr.Manoj Kumar Agarwal by passing board resolution to that effect. However, the defendant No.1 through its Directors came to know about the alleged demand of arrears of rent payable to the plaintiff company in which the said Mr.Manoj Kumar Agarwal is the Director /10/ Com.O.S.No.631/2021 of the said company with one Vimla Agarwal on the issuance of the notice of demand by the plaintiff company, who has issued the fictitious purchase order, passed journal entries illegally and falsely creating records to show that M/s.Foxbase Technologies Pvt., Ltd., i.e., defendant No.1 has availed building space located at No.48, 3 rd Cross, Vasantha Nagar, Bengaluru-560 052 from August 2017 to March 2018 for a period of 8 months on monthly rental charges of ₹.50,000/- from the plaintiff company i.e., Select Traders Pvt., Ltd., which was signed by the above said Mr.Manoj Kumar Agarwal on behalf of the defendant No.1 even though it is very clear that the purchase order is only an offer prior to purchase of goods by the prospective buyer from the prospective seller as per the Sale of Goods Act.
14. That, the defendants have not at all availed any building space much less the alleged one at any point of time to house its business on the alleged purchase order, the purchase order issued to purchase the goods and services by the defendant company is in the different format and the defendant No.1 has not issued purchase order for availing the building space for its business at any /11/ Com.O.S.No.631/2021 point of time. That, Mr.Manoj Kumar Agarwal without bringing to the notice of the other Board of Directors and even putting the matter for consideration before the Board of Directors has created the supra mentioned purchase order mentioning that the defendant No.1 Company has issued purchase order dated 01.08.2017 for availing the said building space for 8 months on monthly rent of ₹.50,000/- for the same supra mentioned period from the different companies such as (i) Sulabh Vyapar Pvt., Ltd.,
(ii) Southern Business Pvt., Ltd., (iii) Metro Business India Pvt., Ltd., alleging that all these companies have owned and possessed the same building space and have rented out the same in favor of M/s.Foxbase Technologies Pvt., Ltd., i.e., defendant No.1 and these companies have also filed suit in Com.OS.No.628/21, O.S.No.629/2021 and O.S.No.626/2021 for recovery of alleged arrears of rent for the very same building space and very same period and in these companies also the above said Mr.Manoj Kumar Agarwal is the Director as per the Master Company Data maintained by the Registrar of Companies.
15. That, the said Manoj Kumar Agarwal has also created false journal voucher in the name of the plaintiff /12/ Com.O.S.No.631/2021 dishonestly and intentionally with full and complete knowledge though the defendants have not at all availed the above said premises on rent but remitted an amount of ₹.80,000/- towards TDS as against the alleged transaction and the entries relating to above transaction was made in the Profit and Loss Account, balance sheet of the company for the year ending 31.03.2018 and 31.03.2019 by falsification of accounts with the malafide intention to gain wrongfully.
16. That, this defendant No.1 has neither entered into any lease agreement with the plaintiff nor has availed the said building space for rent. That, further the defendant No.1 has not authorized or empowered Mr.Manoj Kumar Agarwal, the then Director of the defendant No.1 company to issue alleged purchase order in the name of the plaintiff company in which said Manoj Kumar Agarwal is the Director as per the Company Master Data. Accordingly, there is no privity of contract or contractual relationship between the plaintiff and the defendant No.1.
17. That, the suit is mischievous, unwarranted, vexatious and fictitious as these defendants have never /13/ Com.O.S.No.631/2021 entered into any rental agreement with the plaintiff as mode of invoice sent and acknowledgments by the defendant company etc., are not forthcoming anywhere implicitly depicting the malafide on the plaintiff dragging the defendants into the suit proceedings unnecessarily though not occasioned. That, the suit does not survive for consideration against this defendant and the same is liable to be dismissed at the hands of this Court in limine with exemplary costs. By contending so, the defendants pray to dismiss the suit.
18. On the basis of the rival contentions, pleadings, material proposition of fact and law and the documents this Court has framed the following:
ISSUES
01. Whether the Plaintiff proves that the defendant No:1 had availed building space at No:48, 3rd Cross, Vasanth Nagar, Bengaluru-560 052 for a period of 8 months from August 2017 to March 2018 on a monthly rent of ₹.50,000/- (in all ₹.4,00,000) from the Plaintiff?
02. Whether the Plaintiff proves that the defendant No:1 to 4 are jointly and severally liable to /14/ Com.O.S.No.631/2021 pay the plaintiff a sum of ₹.5,17,892/- along with interest at 18% p.a. on ₹.3,20,000/- from the date of suit till the date of realization to the plaintiff?
03. Whether the defendants prove that Mr.Manoj Kumar Agarwal who was managing the affairs of Plaintiff and defendant No:1 Company has fabricated the documents/accounts wrongfully before his resignation to the defendant No:1 company with an intention to make wrongful gain at the cost of defendant No.1 Company?
04. Whether the Plaintiff is entitled for suit reliefs?
05. What Order/decree?
19. To substantiate the case of the plaintiff, Mr.Amit Sharma, the Manager and Authorized Signatory of the plaintiff company got examined as PW.1 and got marked the documents at Ex.P1 to Ex.P.13. On the other hand the husband of defendant No.2/the vice President of defendant No.1 Company has been examined himself as DW.1. and got marked the documents at Ex.D1 to Ex.D.17.
20. Heard on both sides.
/15/ Com.O.S.No.631/2021
21. My answer to the above framed issues are as follows:
ISSUE No.1 : In the NEGATIVE
ISSUE No.2 : In the NEGATIVE
ISSUE No.3 : In the AFFIRMATIVE
ISSUE No.4 : In the NEGATIVE
ISSUE No.5 : As per final Order
for the following
REASONS
22. ISSUE No.1, 2 and 3 : For the purpose of brevity and convenience I would like to answer above three issues in common.
23. It is pertinent here to mention that as I have already narrated the facts of the case in detail at the inception, I will not repeat the facts once gain at length, but I will confine myself to the material facts.
24. It is the specific case of the plaintiff that, it is engaged in the business of providing business solutions and having a building space located at No.48, 3rd Cross, Vasantha Nagar, Bengaluru.
/16/ Com.O.S.No.631/2021
25. That, the 1st defendant is a company represented by defendant No.2 to 4 as Directors. The defendant No.1 company is a solution provider and system integration company working on technologies like Smart Card, Biometrics, Radio Frequency Identification, Software Development and Cloud Computing by providing its customer, the related hardware, software solutions and turnkey implementation and training.
26. That, the 1st defendant is also a multi-brand distribution company catering to demand of products and hardware in emerging technologies by providing hardware and related software development kits.
27. That, the 1st defendant had availed plaintiff's building space located at No.48, 3rd Cross, Vasantha Nagar, Bengaluru from August 2017 to March 2018 for a period of 8 months on monthly rental charges of ₹.50,000/-. That, in this regard, the 1 st defendant has placed a purchase order dated 01.08.2017 upon the plaintiff. That, as the 1st defendant has placed the purchase order upon the plaintiff, no separate rent agreement was entered between the plaintiff and the 1 st defendant. That, /17/ Com.O.S.No.631/2021 this was also due to the fact that the requirement was for a short period and the 1st defendant being hard pressed for liquidity expressed its inability to make security deposit and pay monthly rent as per usual norms and instead agreed to pay lump sum amount for the period as this was the time it would be getting its return from the banking sales. That, this request of the 1st defendant was accepted and order on the basis of the purchase order was agreed on a goodwill basis by the plaintiff. Hence, the total rent amount payable by the 1st defendant to the plaintiff for the period of 8 months comes to ₹.4,00,000/- as on 31.03.2018. That, the plaintiff has after the period of 8 months had raised an invoice dated 31.03.2018 upon the 1 st defendant for a sum of ₹.4,00,000/-. That, the 1st defendant has acknowledged the above said fact through its confirmation of accounts dated 30.06.2018. That, out of the above said amount, 1 st defendant had deducted a sum of ₹.80,000/- towards TDS and reflected the balance amount of ₹.3,20,000/- is payable to the plaintiff. That, the 1st defendant has also reflected the said amount of ₹.3,20,000/- in its confirmation of accounts dated 30.06.2018 and 31.05.2019 also.
/18/ Com.O.S.No.631/2021
28. It is further the case of the plaintiff that the defendant No.1 having availed business space of the plaintiff has refused to pay the rents even in spite of several requests and legal notice issued by the plaintiff. Hence, the plaintiff contends that as the defendant No.1 has availed the above building space is liable to pay the plaintiff a sum of ₹.5,17,392/- along with interest @ 18% p.a. on ₹.3,20,000/- from the date of suit till its realization. Hence, the plaintiff constrained to file the suit.
29. Per contra, the defendants have categorically denied the case of the plaintiff and prays to dismiss the suit.
30. Having regard to the rival contentions of both the parties, it appears that the present plaintiff on the strength of it being a landlord is claiming arrears of rent of ₹.4,00,000/- along with interest from the defendants/ tenants for relevant period of 8 months from August 2017 to March 2018.
31. In order to adjudicate the dispute on hand, the primary burden is upon the plaintiff to prove that it is the /19/ Com.O.S.No.631/2021 landlord pertaining to the property bearing No.48, 3rd Cross, Vasanth Nagar, Bengaluru-560 052 and that the defendant No.1 is a tenant. In order to prove the same the plaintiff has produced various documents, hence, it is essential for me to go through the documentary proof produced by the plaintiff and the evidence adduced by the parties.
32. In order to prove the case of the plaintiff, the Manager/Authorized Signatory of the plaintiff company has filed affidavit in lieu of his examination in chief and examined as PW.1 reiterating almost all the contents of the plaint averments. Apart from the PW.1 got produced the extract of Board Resolution dated 01.03.2021 at Ex.P.1 and it is not in dispute.
33. The clinching document which is relied upon by the plaintiff to support their case that the defendant No.1 is a tenant is the purchase order dated 01.08.2017 raised by the defendant No.1 and it is marked at Ex.P.2. As per the case of the plaintiff, the defendant No.1 has raised the purchase order on 01.08.2017 seeking for rental use of plaintiff's building for a period of 8 months from August 2017 to March 2018 at the rate of ₹.50,000/- per month totaling to ₹.4,00,000/-.
/20/ Com.O.S.No.631/2021
34. As far as the genuineness of Ex.P.2/Purchase order, I would like to discuss and express my opinion in the forthcoming paragraphs.
35. The Ex.P.3 is the copy of the invoice raised by the plaintiff herein dated 31.03.2018 wherein the plaintiff herein has claimed ₹.4,00,000/- towards arrears of rents due to be payable by the defendant within 15.04.2018.
36. On perusal of Ex.P.2 and Ex.P.3 it crystal clear that admittedly, Mr.Manoj Kumar Agarwal being the then Director of defendant No.1 has affixed his signature upon Ex.P.2 and the said signature is marked at Ex.P.2(a).
37. In order to support the case of the plaintiff, the PW.1 has produced Ex.P.4 dated 01.04.2018 which is the copy of Confirmation of Accounts wherein it appears the defendant No.1 has confirmed the liability of ₹.3,20,000/- as on 31.03.2018. Admittedly, the Ex.P.4 Statement of Accounts is pertaining to the period 01.04.2017 to 31.03.2018 it means to say that the said statement of Accounts is for FY 2017-18.
/21/ Com.O.S.No.631/2021
38. The PW.1 further produced Ex.P.5 which is the confirmation of Accounts dated 30.06.2018 of defendant No.1 which is in fact also signed by Mr.Manoj Kumar Agarwal and the signature is marked at Ex.P5(a). As per the said document, the defendant No.1 has acknowledged that after receiving invoice for ₹.4,00,000/- from the plaintiff, the defendants confirms that they are making the payment shortly and that they have already deducted TDS amount of ₹.80,000/- separately.
39. The Ex.P.6 is the Journal Voucher is also signed by Mr.Manoj Kumar Agarwal wherein it appears as per the said document the defendant No.1 is due to make payment of ₹.4,00,000/- to the plaintiff towards rent. The signature of Mr.Manoj Kumar Agarwal is marked at Ex.P.6(a).
40. The Ex.P.7 is the another confirmation of accounts dated 01.04.2019 for a period from 01.04.2018 to 31.03.2019 wherein also there is a mention that as on 01.04.2019 the opening balance of the defendant No.1 company was ₹.3,20,000/-. The signature of Mr.Manoj Kumar Agarwal is marked at Ex.P.7(a).
/22/ Com.O.S.No.631/2021
41. The Ex.P.8 is also Confirmation of Accounts dated 31.05.2019 wherein Mr.Manoj Kumar Agarwal being the then Director defendant No.1 has addressed to the plaintiff stating that there was delay in payment and that they would compensate the plaintiff with interest @ 18% p.a. as per the terms calculated from the date of invoice till the date of payment. The Ex.P.8(a) is the signature of Mr.Manoj Kumar Agarwal.
42. The Ex.P.9 is the copy of Form No.16A dated 14.09.2018 wherein admittedly ₹.80,000/- has been deducted from the Account of defendant No.1 company. On perusal of Ex.P.9 at Sl.No.1, there is a mention that ₹.4,00,000/- has been credited by the defendant No.1 company. In the present case on hand it is nobody's case that the defendant No.1 has already deposited ₹.4,00,000/-. Admittedly, the Ex.P.9 is also verified by Mr.Manoj Kumar Agarwal.
43. The Ex.P.10 is the Office of legal notice dated 09.03.2021 wherein it appears the plaintiff has claimed a sum of ₹.4,86,637/- along with interest @ 18% p.a. from 09.03.2021 till the payment against the defendants.
/23/ Com.O.S.No.631/2021
44. The Ex.P.11, P.11(a) are the undelivered postal covers addressed to Ms.Jaya Garg wherein it appears Ms.Jaya Garg has refused to receive the legal notice.
45. The Ex.P.12 is the reply notice dated 06.04.2021 issued by the defendant denying the case set up by the plaintiff herein.
46. The Ex.P.13 is the copy of Non-Starter Report and it is not in dispute.
47. On perusal of Ex.P.1 to P.13 it is crystal clear that the entire case of the plaintiff is based upon the alleged purchase order Ex.P.2. Admittedly, the plaintiff herein is not at all relying upon any rent agreement in order to prove the jural relationship in between itself and the defendants. The landlord tenant relationship can be considered only if there is a rental agreement and the jural relationship is not in dispute.
48. In the present case on hand, the purchase order cannot be treated as a valid, comprehensive rent agreement as far as suit property is concerned. The law is crystal clear /24/ Com.O.S.No.631/2021 as far as purchase order is concerned wherein the purchase order acts as a binding contract for purchasing of goods or services only.
49. On perusal of Ex.P.2 purchase order, I am of the firm opinion that it lacks the essential legal required clauses to rent a property such as transfer of possession, maintenance, obligations and details of the property in question.
50. On perusal of the plaint averments at para No.3 it is clear that the plaintiff has mentioned that it is having a building space located at No.48, 3rd Cross, Vasanth Nagar, Bengaluru-560 052 whereas as per the Ex.P.2/Purchase order the same property was rented to the defendant No.1 for a period of 8 months. The plaintiff has not explained and made it clear as to how it has rented the above noted same property during the relevant period while having its business in the same premises by residing in the same premises. Even though the plaintiff's case is that the above mentioned property belongs to it, the plaintiff has failed to furnish any documents to show that it is the absolute owner of the said property.
/25/ Com.O.S.No.631/2021
51. The non-production of title document in a case where the plaintiff is relying upon a purchase order said to be issued by the defendant No.1 is fatal to the case of the plaintiff. When the plaintiff has got no rent agreement or any such other document to show that it has leased out its property to the defendants the first and foremost thing which needs to be performed by the plaintiff is to prove that it is the owner of the said property and that the defendants are its tenants.
52. The plaintiff herein has not even produced any communications that took place in between itself and the defendants over a period of alleged 8 months i.e,.from August 2017 till March 2018 with respect to any discussions regarding the so called tenancy and the rented premises etc.,
53. On perusal of the documents produced by the plaintiff, I am of the firm opinion that the case set up by the plaintiff relying upon the purchase order Ex.P.2, Ex.P.3/Invoice and Confirmation of Accounts such as Ex.P.4, E.xP.5, Ex.P.7 and Ex.P.8 and Journal voucher/Ex.P.6 which were signed by the Director of the /26/ Com.O.S.No.631/2021 plaintiff herein in the capacity of the then Director of defendant No.1 for the said relevant period in the year 2017-18 creates a suspicion in the mind of this Court that the said documents are not cogent documents. The manner in which the purchase order and other relevant documents have been executed by Mr.Manoj Kumar Agarwal itself is sufficient to conclude that those documents are created, concocted and fabricated by him only to gain wrongfully. As the plaintiff failed to rely upon legally tenable documents such as Rent Agreements or any other email communications with respect to the claim made by the plaintiff, I am of the view that the plaintiff has not proved that it is the owner of the disputed property and failed to prove the jural relationship.
54. Admittedly, the plaintiff has failed to furnish supporting relevant admissible documents before this Court. However, the efforts were made by the defendants to demolish the case of the plaintiff during the course of Cross-examination. The learned counsel for the defendants has Cross-examined PW.1 wherein the PW.1 admits that it has rented out building space No.48, 3rd Cross, Vasanth Nagar, Bengaluru-560 052 and that the said building /27/ Com.O.S.No.631/2021 stands in the name of Metro Business India Pvt., Ltd., Sulabh Vyapar, Select Traders Pvt., Ltd., and Southern Business India Pvt., Ltd.,
55. The PW.1 contradicting its own case has clearly admits that he has not produced any documents to show that the subject property stands in the name of group of companies of the plaintiff. The PW.1 deposed that the subject property building measured 40ftX60ft and there exist a building consisting of ground and first floor. In the ground floor there are 6 rooms and 2 halls and in the first floor there are 2 rooms and open space.
56. Having regard to the above description of the property, I have verified the Ex.P.2/Purchase order wherein admittedly, there is no mention as to which portion of the subject property the plaintiff herein has rented to the defendants. Further, there is no express description of the subject property in Ex.P.2/purchase order. In my opinion even if the evidence of PW.1 is admitted that there were 6 rooms and 2 halls in the ground floor of the subject building, then the Ex.P.2/purchase order should have specifically described as to which rooms were rented out to /28/ Com.O.S.No.631/2021 the defendants specifically.
57. The PW.1 also admits that it has not produced tax paid receipts, water and electricity consumption receipts. Had the plaintiff was the owner of the subject property being a commercial immovable property, the plaintiff would have produced all the relevant title documents including tax paid receipts and so on.
58. The PW.1 feigned his ignorance atleast to state whether permission was obtained from competent authority to conduct commercial activity in the subject property as the said property admittedly situated in residential area.
59. The PW.1 herein has filed its affidavit stating that he is well conversant with the facts of this suit. However, PW.1 admitted that he do not know who had approached Mr.Manoj Kumar Agarwal on behalf of defendant No.1 company for the lease of said property and that he was not personally present during the conversation held between Manoj Kumar Agarwal and the defendant No.1 company.
/29/ Com.O.S.No.631/2021
60. The PW.1 further admits that he has not received any appointment letter from the plaintiff company. The said admission of PW.1 is sufficient to draw an adverse inference that PW.1 is not a competent witness to depose on behalf of the plaintiff and he do not know the facts of this case as per his own admissions.
61. The PW.1 further admits that the date of commencement of lease and termination is not specified in Ex.P.2. The PW.1 identified the signature of Mr.Manoj Kumar Agarwal on Ex.P.2 and it is marked at Ex.P.2(a).
62. The PW.1 also identified the signature of Mr.Manoj Kumar Agarwal on various other documents and they are marked at Ex.P4(a) to Ex.P.8(a).
63. Even though the counsel for the defendants has suggested PW.1 that the subject property stands in the name of Mr.Manoj Kumar Agarwal as owner, the PW.1 states that he need to verify the document and he do not know who is the owner. It means to say that PW.1 do not know whether the subject property building stands in the name of plaintiff company herein.
/30/ Com.O.S.No.631/2021
64. The learned counsel for the defendant has confronted the photographs/Ex.D15 of the subject property wherein the witness admits that the building found in Ex.D15 appears to be under construction. The PW.1 also admits that Ex.D.15 building consists of G+3 Floors. The PW.1 deposed that the photographs/Ex.D15 depicts the new building and further deposed that earlier old structure got demolished and the new building has been constructed recently. The PW.1 contradicting its own case clearly admits that he has not produced copies regarding demolition order, approved plan, tax paid receipt, electricity and water supply orders in respect of newly constructed building.
65. The PW.1 also admits that he has not produced any document to show that the building was in existence as on the date of lease and that he will examine Mr.Manoj Kumar Agarwal as a witness. Admittedly, in this the PW.1 has not produced any documents as admitted by him and not examined Mr.Manoj Kumar Agarwal as a witness, hence, I am of the view that the plaintiff has come to the Court with unclean hands and deposed false suit before the Court.
/31/ Com.O.S.No.631/2021
66. It is beneficial for me to go through and reiterate the well settled proposition of law that "the party who seeks equity must act equitably and he who seeks equity must come to the Court with clean hands".
67. Further I would rely upon the decision of the Hon'ble Apex Court in Ramjas Foundation and Another Vs. Union of India and others in 2010 (14) SCC 38 wherein the Apex Court emphasized the above noted principle of law at Para 21 of its judgment and it reads as under:
21. The principle that a person who does not come to the Court with clean hands is not entitled to be heard on the merits of his grievance and, in any case, such person is not entitled to any relief is applicable not only to the petitions filed under Articles 32, 226 and 136 of the Constitution but also to the cases instituted in others courts and judicial forums.
The object underlying the principle is that every Court is not only entitled but is duty bound to protect itself from unscrupulous litigants who do not have any respect for truth and who try to pollute the stream of justice by resorting to falsehood or by making misstatement or by suppressing facts which have bearing on adjudication of the issue(s) arising in the case.
/32/ Com.O.S.No.631/2021
68. I would also rely upon the decision reported in 2024 (4) SCC 432 in Kusha Duruka Vs. State of Odisha wherein the Hon'ble Apex Court further relied upon the decision of Dalip Singh Vs. State of Uttar Pradesh reported in 2010 (2) SCC 114 wherein it is held as under
(1) For many centuries, Indian society cherished two basic values of life i.e., `Satya' (truth) and `Ahimsa' (non-violence). Mahavir, Gautam Buddha and Mahatma Gandhi guided the people to ingrain these values in their daily life. Truth constituted an integral part of justice delivery system which was in vogue in pre-independence era and the people used to feel proud to tell truth in the courts irrespective of the consequences.
However, post-independence period has seen drastic changes in our value system. The materialism has over-shadowed the old ethos and the quest for personal gain has become so intense that those involved in litigation do not hesitate to take shelter of falsehood, misrepresentation and suppression of facts in the court proceedings.
(2) In last 40 years, a new creed of litigants has cropped up. Those who belong to this creed do not have any respect for truth. They shamelessly resort to falsehood and unethical means for achieving their goals. In order to meet the challenge posed by this new creed of litigants, the courts have, from time to time, evolved new rules and it is now well established that a litigant, /33/ Com.O.S.No.631/2021 who attempts to pollute the stream of justice or who touches the pure fountain of justice with tainted hands, is not entitled to any relief, interim or final.
69. Keeping in mind the above principles of law, I would once again go through the evidence of PW.1 and the documents and I am of the opinion that the plaintiff has not come to the Court with clean hands which disentitles him in seeking the discretionary reliefs at the hands of this Court.
70. Further the PW.1 also feigned his ignorance to state as to why Mr.Manoj Kumar Agarwal has not appropriated the alleged rental dues though there was sufficient amount available in the account of defendants when he was a Director of the defendant No.1 Company.
71. Had really the plaintiff had leased out the subject property to the defendant No.1 Company and had Mr.Manoj Kumar Agarwal/plaintiff was really the owner of the said property, then he would have definitely claimed and appropriated the alleged rent at the time of his presence in the defendant No.1 Company as a Director or he would have claimed at the time of his relieving from the /34/ Com.O.S.No.631/2021 defendant No.1 Company. Hence, I am of the opinion that the plaintiff has categorically failed to prove that the plaintiff being the landlord has rented out the subject matter premises to the defendants.
72. Even though the plaintiff itself has failed to prove its own case as set by the plaintiff company, the defendants got examined the husband of defendant No.2 as DW.1. The DW.1 by filing affidavit in lieu of examination in chief has reiterated the written statement averments.
73. Apart from the DW.1 produced Ex.D.1 which is the extract of the Minutes of the Meeting of the Board of Directors dated 02.04.2021 through which defendant No.2 was authorized to prosecute the suit and further the defendant No.2 was authorized to appoint and nominate advocates to prosecute the suit.
74. The Ex.D.2 is the copy of the Board Resolution dated 11.01.2024 wherein defendant No.2/Mrs.Jaya Garg in the capacity of Director has authorized DW.1 to prosecute the case.
/35/ Com.O.S.No.631/2021
75. The Ex.D.3 is the copy of the legal notice dated 09.03.2021 which has been issued by the plaintiff through its counsel.
76. The Ex.D.4 is the Reply Notice dated 06.04.2021 issued by the defendants through their counsel denying the case of the plaintiff.
77. The Ex.D.5 is the Resignation Letter dated 07.06.2019 issued by Mr.Manoj Kumar Agarwal, Ex.D5(a) is the signature of Mr.Manoj Kumar Agarwal and the Ex.D.6 is the covering letter to his resignation letter. The Ex.D.6(a) is the signature of Mr.Manoj Kumar Agarwal. I have bestowed my attention to Ex.D.5 Resignation Letter wherein admittedly, Mr.Manoj Kumar Agarwal has not claimed any arrears of rent which is allegedly due payable by the defendants to himself or to the plaintiff.
78. The Ex.D.7 is the acknowledgment Letter dated 08.06.2019 wherein defendant No.2 acknowledges the receival of resignation letter from Mr.Manoj Kumar Agarwal.
/36/ Com.O.S.No.631/2021
79. The Ex.D.8 is the extract of the resolution passed in the meeting of Board of Directors dated 01.07.2019 wherein the resignation submitted by Mr.Manoj Kumar Agarwal got accepted.
80. The Ex.D.9 is the copy of notice of extra-ordinary general meeting addressed to Mr.Manoj Kumar Agarwal wherein admittedly there is no whisper regarding the alleged rental transactions in between both the parties.
81. As the plaintiff set up its own case that the defendants have issued purchase order as per Ex.P.2, the defendants produced their own purchase orders which are marked at Ex.D.10(1) to Ex.D.10(5) wherein admittedly, the format of the purchase order of the defendants is entirely different with that of Ex.P.2 i.e., the alleged purchase order.
82. The Ex.D.11 are the computer generated copy of Form DIR-12 wherein admittedly Mr.Manoj Kumar Agarwal is residing in the alleged subject property.
83. The Ex.D.12 is the copy of company master data of the plaintiff wherein since 1996 Mr.Manoj Kumar Agarwal /37/ Com.O.S.No.631/2021 is the Director.
84. The Ex.D.13 is the Statement of Accounts of the defendant No.1 Company.
85. The Ex.D.14 is the copy of Electricity Bill which is standing in the name of Mr.Manoj Kumar Agarwal pertaining to the subject property.
86. The Ex.D.15(1) to Ex.D.15(3) are the photographs of the alleged subject property. The Ex.D.15(a) is the copy of CD.
87. The Ex.D.16 is the certificate under Section 65B of Indian Evidence Act. The Ex.D.17 is the copy of FIR in Cr.No.419/2023.
88. It is relevant to take note of the evidence of DW.1 in OS.No.626/2021 wherein the DW.1 admitted Ex.D.18 which is the copy of Board Resolution dated 29.06.2017 wherein it appears the defendants resolved that the company to execute renewal rental agreement pertaining to their office and godown which is situated at No.13, Coles /38/ Com.O.S.No.631/2021 Road, Frazer Town, Bengaluru.
89. On perusal of Ex.D.18 it appears on 29.06.2017 itself the defendant No.1 company has resolved in the Meeting of the Board of Directors to get register the renewal of rental agreement of their office and godown at No.13, Coles Road, Old No.43, Frazer Town, Bengaluru. It is further resolved that Mr.Manoj Kumar Agarwal was authorized to get renewal of the said rental agreement. It means to say that the defendant No.1 Company in the year 2017 has taken the existing premises at Coles Road, Frazer Town on rent for itself and therefore I have got no impediment to conclude that the defendant No.1 Company has not taken the plaintiff's premises i.e., No.48, 3rd Cross, Vasanth Nagar, Bengaluru-560 052 for rent for that relevant period. It is relevant here to take note of the unmarked document produced by the defendants i.e., the renewal of rental agreement dated 01.07.2017 with respect to property bearing No.13, Old No.43, Coles Road, Frazer Town, Bengaluru wherein it appears the defendant No.1 Company duly represented by Mr.Manoj Kumar Agarwal has renewed the lease agreement for a further period of one year.
/39/ Com.O.S.No.631/2021
90. The learned counsel for the plaintiff has Cross- examined DW.1 at length wherein nothing is elicited which goes against the case of the defendants and supports the case of the plaintiff's herein.
91. The learned counsel for the plaintiff during the course of arguments relying upon some of the admissions of DW.1 regarding non-examination of Mr.Yatheesh who has affixed his signature upon the Statement of Admission and Denial of documents and Mrs.Jaya Garg who has filed written statement vehemently argued that the evidence of DW.1 is not admissible before this Court. The said argument canvassed by the plaintiff counsel holds no water as in this case the defendant No.2 has filed the written statement as per the provisions known to law and the DW.1 on due authorization has lead his evidence before this Court and Mr.Yatheesh on the strength of a Board Resolution dated 18.02.2022 has filed Statement of Admission and Denial of Documents on 19.02.2022 and in my opinion the said act of the defendants cannot be found fault with.
/40/ Com.O.S.No.631/2021
92. The learned counsel for the plaintiff tried to make out a case and also tried to take advantage of some of the admissions of DW.1 as to the fact that Mrs.Jaya Garg admittedly has signed the balance sheet, however, the DW.1 deposed that on mutual understanding and faith Mrs.Jaya Garg has affixed her signature upon the balance sheet on which the details of trade payable was forthcoming.
93. In the present case on hand, admittedly, Mr.Manoj Kumar Agarwal was the Director of defendant No.1 during the year 2017 to 2019 and in my opinion Mr.Manoj Kumar Agarwal has concocted and created Ex.P.2 Purchase Order and other documents such as Confirmation of Accounts, Journal Vouchers and in the similar manner he might have created the balance sheet and Mrs.Jaya Garg in good faith might have affixed her signature.
94. It is also relevant to note that the learned counsel for the plaintiff also argued based upon the admission of DW.1 wherein he has admitted that on 31.03.2018 an amount of ₹.8,93,54,300/- was the liability of defendant No.1 Company and relying upon the said admission the plaintiff's counsel tried to make out a case that as the /41/ Com.O.S.No.631/2021 defendant No.1 Company was having liability Mr.Manoj Kumar Agarwal did not claim his arrears of rent from the defendant No.1 while exiting from the defendant No.1. Company as Director.
95. In my opinion even the said argument also holds no water as Mr.Manoj Kumar Agarwal should have claimed his arrears of rent while exiting from the defendant No.1 Company. Whether the defendant No.1 company was having liability or not is not an issue concerned to Mr.Manoj Kumar Agarwal and if really the defendant No.1 company was liable to pay the arrears of rent as a normal prudent person Mr.Manoj Kumar Agarwal would have claimed it. The act of Mr.Manoj Kumar Agarwal not claiming any arrears of rent while exiting from the defendant No.1 Company is sufficient to conclude that as there was no arrears of rent he has not claimed.
96. The learned counsel appearing for the plaintiff also relied upon some of the documents which are admittedly not marked before this Court and the said application to produce that documents got dismissed by this Court and in turn the Hon'ble High Court of Karnataka has confirmed /42/ Com.O.S.No.631/2021 the order. Hence, I am of the view that no reliance can be placed upon those plaintiff's documents as there is no reference to these documents in the plaint averments.
97. On marshaling entire evidence on record and on meticulous perusal of the documentary proofs produced by either parties it is crystal clear that the plaintiff has failed to prove the jural relationship in between itself and the defendants and that defendant No.1 has availed building space at No.48, 3rd Cross, Vasanth Nagar, Bengaluru for a period of 8 months from August 2017 to March 2018 on a monthly rent of ₹.50,000/- (In all ₹.4,00,000/-) from the plaintiff. Further, the plaintiff also failed to prove that the defendant No.1 to 4 are jointly and severally liable to pay the plaintiff a sum of ₹.5,17,892/- along with interest @ 18% p.a. on ₹.3,20,000/- from the date of suit till its realization. Accordingly, I answer Issue No.1, 2 and 4 in the NEGATIVE.
98. Issue No.3: It is the specific case of the defendants that Mr.Manoj Kumar Agarwal who was managing the affairs of the plaintiff and the defendant No.1 Company has fabricated the documents/accounts wrongfully before his /43/ Com.O.S.No.631/2021 resignation to the defendant No.1 Company with an intention to gain wrongfully at the cost of the defendant No.1 Company.
99. On the other hand, it is the specific case of the plaintiff that Mr.Manoj Kumar Agarwal was duly authorized to act on behalf of defendant No.1 Company and therefore all the documents including purchase Order/Ex.P.2, Confirmation of Accounts and Journal Vouchers are genuine documents and they have been generated as per the due instructions of the defendants.
100. Keeping in mind the rival contentions at the cost of repetition, I would like to once again go through the Ex.P.2/Purchase Order, Ex.P.4, Ex.P.5, Ex.P.7 and Ex.P.8/ Confirmation of Accounts and Ex.P.6/Journal Vouchers wherein admittedly all these documents are emanated between 01.08.2017 and 31.05.2019. It is admitted fact that upon these documents the signature of Mr.Manoj Kumar Agarwal is forthcoming.
101. Keeping in mind the Ex.P.2/Purchase Order I have bestowed my attention to the purchase order produced /44/ Com.O.S.No.631/2021 by the defendants which are marked at Ex.D.10, wherein on face of it I am of the opinion that the Ex.P.2/Purchase order produced by the plaintiff is typed upon the Letter Head of the defendant No.1 Company. The Ex.D.10 is the copy of the purchase order which is in the correct format of defendant No.1 Company. On comparing both Ex.P.2 and Ex.D.10 an ordinary prudent man can easily come to a conclusion that the Ex.P.2 can never be treated and considered as a Purchase order, whereas the Ex.D.10 is the purchase order which normally is in the purchase order format in any usual course of business transaction. In my opinion the Ex.P.2/Purchase Order and Confirmation of Accounts and Journal Vouchers are created and concocted by Mr.Manoj Kumar Agarwal to gain wrongfully.
102. One more thing which supports the case of the defendant that Mr.Manoj Kumar Agarwal has concocted some of the documents to gain wrongfully is the Ex.D.5/Resignation Letter. As per the said document, Mr.Manoj Kumar Agarwal has tendered resignation as a Director of defendant No.1. Admittedly, in the said document there is no claim made by Mr.Manoj Kumar Agarwal regarding any arrears of rent. If the defendant No.1 /45/ Com.O.S.No.631/2021 was truly liable to pay arrears of rent to Mr.Manoj Kumar Agarwal or to the plaintiff, then Mr.Manoj Kumar Agarwal definitely would have put forward his claim while tendering his resignation. Therefore, I am of the view that the claim made by the plaintiff before this Court is an after thought.
103. The arguments canvassed by the plaintiff counsel that the defendants have not complied with the directions of this Court and the orders of Hon'ble High Court of Karnataka in W.P.No.17204/2022, 17083/2022, 17131/2022, 17188/2022, 17198/2022, 17283/2022 and not produced all the required documents before this Courts holds no water as in this case the plaintiff itself has failed to prove its case with proper documentary evidence. Accordingly, I am of the view that the defendants have successfully proved that Mr.Manoj Kumar Agarwal has concocted, created and fabricated the above noted documents such as Purchase Order, Confirmation of Accounts and journal Vouchers to gain wrongfully. Hence, I answer Issue No.3 in the AFFIRMATIVE.
/46/ Com.O.S.No.631/2021
104. Issue No.5: In view of my findings on Issue No:1 to 4, I proceed to pass the following:
ORDER The suit filed by the plaintiff is hereby dismissed with cost.
The pending IAs if any are disposed off accordingly.
The office is hereby directed to send a copy of the judgment to the plaintiff and the defendant through e-mail as per Order XX Rule 1 of CPC as amended by Section 16 of Commercial Courts Act, 2015.
(Directly dictated to the Stenographer on computer, corrected and then pronounced by me in the open court on this the 29th day of April 2026).
(K.M.RAJENDRA KUMAR) LXXXIX Addl.City Civil & Sessions Judge, Bengaluru (CCH-90) /47/ Com.O.S.No.631/2021 ANNEXURES List of witnesses examined for the plaintiff:
P.W.1 SRI.AMIT SHARMA List of documents exhibited on behalf of the plaintiff:
Sl.No. Particulars of documents Ex.P.
1. Extract of Board resolution dated Ex.P.1 01.03.2021.
2. Purchase order dated 01.08.2017 Ex.P.2
3. Invoice dated 31.03.2018 Ex.P.3
4. Confirmation of accounts dated Ex.P.4 01.04.2018
5. Confirmation of accounts letter dated Ex.P.5 30.06.2018
6. Journal voucher No.490 dated Ex.P.6 31.03.2018
7. Confirmation of accounts dated Ex.P.7 01.04.2019
8. Confirmation of accounts letter dated Ex.P.8 31.05.2019
9. Traces Form No.16A Ex.P.9
10. Office copy of legal notice dated Ex.P.10 09.03.2021
11. Undelivered postal cover addressed to Ex.P.11 Mrs., Jaya Garg
12. Notice sent through Ex.P.11 (opened Ex.P.11(a) in the Court) /48/ Com.O.S.No.631/2021
13. Reply notice dated 06.04.2021 issued Ex.P.12 by defendant
14. Non starter report dated 25.08.2021 Ex.P.13 issued in PIM-500/2021 List of witnesses examined for the defendant/s:
D.W.1 Rohit Garg List of documents marked for the defendant/s:
Sl.No. Particulars of documents Ex.D.
1. Authorization letter dated 02.04.2021 Ex.D.1
2. Authorization letter dated 11.01.2024 Ex.D.2
3. Notice dated 09.03.2021 issued by Ex.D.3 the plaintiff
4. Reply notice dated 06.04.2021 issued Ex.D.4 by the defendant
5. Office copy of the resignation letter Ex.D.5 dated 07.06.2019/ Manoj Kumar Agarwal
6. Covering letter dated Ex.D.6 07.06.2019/Manoj Kumar Agarwal
7. Office copy of receipt dated Ex.D.7 08.06.2019
8. Extract of resolution dated Ex.D.8 01.07.2019
9. Notice of EGM and minutes of EGM Ex.D.9 /49/ Com.O.S.No.631/2021
10. Purchase order dated 17.04.2017 Ex.D.10 (1) to (5)
11. Downloaded copies of Form DIR-12 Ex.D.11
12. Copy of company master data of the Ex.D.12 plaintiff
13. Statement of account Ex.D.13.
14. Copy of electricity bill standing in the Ex.D.14 name of M.K.Agarwal
15. Copies of photographs of the building Ex.D.15 along with CD (1) to (3) &15(A)
16. 65B certificate Ex.D.16
17. Copy of FIR in CR.No.419/2023 of Ex.D.17 Pulakeshinagar PS (K.M.RAJENDRA KUMAR) LXXXIX Addl.City Civil & Sessions Judge, Bengaluru (CCH-90) ****