Delhi District Court
M/S Sage Technologies Pvt. Ltd vs M/S Shree Baidyanath Ayurved Bhawan ... on 20 December, 2025
IN THE COURT OF DR. NEERA BHARIHOKE
DISTRICT JUDGE (COMMERCIAL COURT)-06
SOUTH EAST, SAKET COURTS,
NEW DELHI
CNR No. DLSE01-008326-2024
CS (COMM) No.3588/2024
M/s Sage Technologies Private Limited
Having its office at:
1818/41, Joor Bagh,
Trinagar,
Delhi-110035
Also at:
C-102, 2nd Floor,
Sector-65, Noida,
U.P.-201301
... Plaintiff
Versus
1. M/s Shree Baidyanath Ayurved Bhawan Private Limited
211, Okhla Phase III,
Okhla Industrial Estate,
New Delhi-110020,
Also at:
202, IInd Floor,
Universal Chamber,
48, Community Center,
New Friends Colony,
New Delhi- 110025
Also at:
1, Gupta Lane,
Kolkata WB, 700006
NEERA
BHARIHOKE
CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 1 of 108
Digitally signed
by NEERA
BHARIHOKE
Date:
2025.12.20
12:54:22 +0530
Also at:
C-46, Site C,
Surajpur Industrial Area,
Gautam Bhud Nagar,
Greater Noida - 201308,
Uttar Pradesh
2. Mr. Raj K Rajput
CIO (Head-IT)
Shree Baidyanath Ayurved Bhawan Pvt. Ltd,
211. Okhla, Phase III,
New Delhi-110020
3. Mr. Ajay Kumar
Director,
Shree Baidyanath Ayurved Bhawan Pvt. Ltd.,
211, Okhla, Phase III,
New Delhi-110020
4. Mr. Rishi Raj Sharma
Vice President,
Shree Baidyanath Ayurved
Bhawan Pvt. Ltd.,
211, Okhla, Phase III,
New Delhi-110020
....Defendants
Date of institution of the suit : 31.08.2024
Date on which judgment was reserved : 04.12.2025
Date of pronouncement of Judgment : 20.12.2025
JUDGMENT
SUIT FOR RECOVERY
1. By way of this judgment, I shall decide the suit of the Plaintiff filed for recovery of Rs.59,50,010/- alongwith interest.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 2 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:54:30 +0530 CASE OF THE PLAINTIFF AS SET UP IN THE PLAINT
2. Brief facts of the case as stated by the Plaintiff in the plaint are that:
a) Plaintiff is a Private Limited Company and is a premier SAP solution and delivery company for last 16 years, focused in new dimension products and emerging technology solutions with primary focus on Smany SAP S4 HANA, Business Intelligence, Human resources and NetWeaver Solutions and is having unblemished and successful track record of delivering SAP Solutions to more than 100 clients, with more than 10-13 years of continuous service to many of repeat Clients. The Plaintiff became an authorized partner of SAP since 2015 and designated as Silver Partner by SAP, because of its valuable association. The present suit has been filed through Shri Manu Dev Sharma, Practice Director and Authorized Signatory of the Plaintiff who has been authorized vide Board Resolution dated 20.07.2023 to file the present suit on behalf of the Plaintiff.
b) Defendant is an existing company within the meaning of the Companies Act, 2013 and is engaged in the business of various Ayurvedic Products, including medicines and FMCG products.
SAP is software used to control all types of critical business functions, by integrating and automating key processes. SAP helps organizations to run faster and more efficiently by storing data NEERA CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 3 of 108 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:54:45 +0530 centrally. This software provides multiple business functions with real time and accurate insight into operations. SAP S4 HANA is an enterprise resource planning software for large enterprises, developed by SAP SE Germany. Its primary function, as the software running database server, is to store and retrieve data as requested by the applications. Implementation of this software (SAP S4 HANA) has two stage process: first one is buying of license(s) of the software and the second is installation/ implementation of the software.
c) Being in need to implement SAP S4 HANA software, the Defendant approached Plaintiff who was a silver partner of SAP and after several rounds of discussions, Defendant issued an e-mail dated 22nd July 2021, requesting final quotation of price for purchase of Licenses. Defendant after rate negotiations, through e- mails with Plaintiff, issued an order dated 12.08.2021 and purchased the desired Licenses through the Plaintiff. Plaintiff issued an invoice dated 23.08.2021 for the said Licenses which was duly paid by the Defendant.
d) Vide separate e-mail dated 22.07.2021, the Defendant informed the Plaintiff that it selected and wanted to engage the Plaintiff as implementation partner of the SAP S4 HANA and also issued RFQ to the Plaintiff. Upon such request and after very rigorous negotiations, Plaintiff submitted a final Implementation Proposal (versionl.3) dated 23.08.2021 to the Defendant. The NEERA CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 4 of 108 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:54:51 +0530 Defendant, after series of negotiations and discussions, issued a Purchase Order bearing no. SBAB/DLI/PO-0164/21-22 dated 27.09.2021 (hereinafter referred to as "Purchase Order"), for implementation alongwith other associated obligations of the software, vide e-mail dated 05.10.2021.
e) The Plaintiff accepted the said Purchase Order. As per the Purchase Order:
i. Total agreed price for SAP implementation was Rs.62,50,000/- and the same was payable to the Plaintiff as under:
Milestone % Billable Success Factor
Implementation
Project Initiation 15 Project start-up
Realization 20 Blueprints Sign-off
User Acceptance 30 UAT sign-off
Testing
After 30 days of 25 Successful Go-Live
Go-Live Live
First Quarter End 5 Successful Quarter
End
First Year End 5 Successful Year End
(GST was payable extra, as applicable)
NEERA
BHARIHOKE
Digitally signed
by NEERA
BHARIHOKE
Date:
2025.12.20
CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 5 of 108 12:54:59 +0530 ii. The duration of the Project was agreed to be 7 months (5 months for implementation, 1 month for training and cutover and 1 month for Hyper care support). Extension of l-month was agreed.
iii. Implementation was agreed to be done from the Corporate Office of the Defendant at Delhi i.e. from 211, Okhla Phase III, Okhla Industrial Estate, New Delhi-11002.
iv. As per the Purchase Order, the terms and conditions which are not elaborated in the PO, shall be as per the terms and conditions proposed by the Plaintiff in its proposal, version 1.3, i.e. proposal dated 23.08.2021. Also, for additional work, beyond the scope of Purchase Order. Plaintiff was entitled to charge extra. All the Invoices were to be paid within 15 days of issuance and delayed payment attracted interest @18% per annum.
f) Defendant vide its e-mail dated 5th October 2021 invited the Plaintiff for Project Kick off meeting, for start of the implementation project, on 7th October 2021, alongwith CV of the consultants, who were to be deployed on behalf of the Plaintiff, at the Defendant's office to work on the project, for interview, discussion and approval. On the same day CV of the consultants were provided to the Defendant and were deployed after discussion and approval. After, agreement on deployment of consultants, the work of implementation started with effect from 07.10.2021, from the corporate office at 211, Okhla Phase III, Okhla Industrial Estate, New Delhi-110020, of the Defendant.
g) As per the payment terms, first payment of 15% was to be released at the start of the project. Accordingly, the first milestone NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 6 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:55:07 +0530 payment should have been released on or before 07.10.2021, however the said payment was released, after repeated follow ups and requests, only on 01.11.2021, i.e. after the delay of almost 23 days. Similarly, after reaching the second milestone i.e. after Implementation realization (Blueprints sign off), as envisaged in the PO, the second invoice was raised by the Plaintiff bearing no. GST/239/2021-22 dated 15.12.2021, of 20%, which was again released much after the due date i.e. on 28.01.2022, which should have been released earlier.
h) An implementation schedule was agreed between the parties and accordingly, vide several exchanges of e-mails, it was agreed that the software will 'Go-Live' on 04th April 2022.
i) Despite continuous delay in releasing milestone payments, the Plaintiff continued the work with utmost sincerity and dedication and accordingly, the Software SAP S4 HANA was implemented/installed much ahead of the schedule i.e. on 28.03.2022, which was well before the agreed timeline and Plaintiff was ready for 'Go-Live' prior to the scheduled date i.e. 4 th April 2022. Go-Live is the time when software becomes available for use. After the time of the Go-Live, the system is officially and formally available to users who can then initiate transactions in the new system. Go-Live is the culmination of implementation project.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 7 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:55:13 +0530
j) As the implementation of software was over, admin access of the SAP software was handed over to the Defendant on 28.03.2022. The Plaintiff also handed over software manuals and documents related to the software such as, SAP User Creation, SAP Role Creation, SAP GUI Installation, Daily monitoring for SAP Basis Administration, vide e-mail dated 28.03.2022. This was confirmed by the Defendant through a return mail and requested the Plaintiff to provide with support and Training. Thereafter, the Plaintiff vide its e-mail dated 06.05.2022, also handed over to the Defendant the login credentials of SAP.
k) The entire process of implementation/installation was done in the presence of a Team of IT experts of the Defendant. As the implementation was completed on 28.03.2022, Defendant preponed Go-Live from 4th April 2022 to 1st April 2022. Defendant was so confident of the successful implementation that it decided "live-streaming" of the Go-Live event. The "Go-Live' event was celebrated by the Defendant in a big way and the same was live- streamed on 01.04.2022 and many people were invited to watch the Go-Live event. The Plaintiff was also formally invited through e- mail dated 31st March 2022 to attend the Go-Live event.
l) The Plaintiff achieved the third Milestone much earlier, however, the Invoice for third milestone i.e. User Acceptance Testing (UAT), being 30% of the PO value, was raised by the NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 8 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:55:22 +0530 Plaintiff vide Invoice No. GST/8/2022-23 on 12.04.22 only i.e. even after the Go-Live event.
m) Even though the Plaintiff on 01.04.2022 achieved Go-Live and became entitled for fourth milestone payment on 01.05.2022, i.e. after one month of Go-Live, but was still struggling with long overdue payment of third milestone.
n) Despite the fact that the third milestone payment was not being released, the Plaintiff continued with its hard work towards completion of its other obligations under the Purchase Order, such as Training, working on 70 RICEFs, Cutover, Hyper Care Support of one month. As agreed in Purchase Order, apart from Implementation, the Plaintiff developed 70 RICEFs, during the process, apart from fulfilling other obligations of support and Training. RICEF is an acronym that categorizes the SAP technical development objects into five different areas. It stands for Reports, Interfaces, Conversion, Enhancements and Forms. It is further elaborated as under:-
Reports: An SAP report is an executable program that is able to read data and generate output based on the criteria selected by the end-user.
Interfaces: During the Explore phase, one can identify business processes such as payroll, shipping. fixed assets, QA. etc. which are managed with third-party systems. These external activities may need connecting to the SAP system.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 9 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:55:29 +0530 To do this, SAP Interface programs are developed to automate the process.
Conversion: When IT implements or upgrades SAP systems. they will need to convert legacy system data to loadable formats. These can then be converted into their SAP application. To upload this data in the new SAP system, it needs to be converted from one form to another as per the system's requirement. This process is called SAP Conversion.
Enhancements: SAP Enhancements are added if the business requirement cannot be satisfied using standard SAP features. During large implementations, an SAP standard blueprint will be prepared and followed. When business requirements cannot be achieved using a standard blueprint, project teams will add some custom functionalities by modifying the solution - these are called enhancements.
Forms: SAP forms are simply print outputs created by the SAP application after saving transactional data. These forms can be the development of layouts for invoices, account statements, delivery notes, purchase order print, etc. SAP Standard provides a template for all these forms.
o) By 30th April 2022, the Plaintiff had fulfilled its entire obligations under the Purchase Order and hence became entitled to entire payment except last 5%, which was due on expiry of one year from the date of Go-Live.
p) After successful implementation and Go-Live of the system, the Defendant requested the Plaintiff to continue with additional support and additional RICEF development. As per Purchase Order, after the Go-Live of the system, the Plaintiff was obliged to NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 10 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:55:36 +0530 support only for one month. However, Plaintiff continued till September 2022, as they assured that Plaintiff would be suitable compensated.
q) Tall assurances of Defendant fell flat, as even the third milestone payment was not forthcoming. Left with no choice, when despite continuous follow up, the third milestone and Go-Live payment was not forthcoming, the Plaintiff vide its e-mail dated 22.06.2022, informed the Defendant that till the time they got clarity on payment, Plaintiff was withdrawing support from 'onsite'.
r) Thereafter various commitments were made by the Defendant, but to no avail. The Defendant kept on extending the date of making payment on one pretext or the other. While the Plaintiff was entitled for all milestone payments, comprising almost 95%, except last milestone of 5%, they got only 30% payment of the Purchase Order value till June 2022.
s) Vide another e-mail dated 8th July 2022, the Plaintiff notified the Defendant that apart from completing the contract commitment, they had also delivered 30 extra RICEFs along with 2 months' extra support. The Plaintiff also told the Defendant, under given circumstance, they are compelled to stop the support fully, till the payment is received.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 11 of 108 Digitally signed by NEERA BHARIHOKE Date:
2025.12.20 12:55:43 +0530
t) Finally, the Defendant released third milestone payment on 12.07.2022. After the receipt of third milestone payment though by this time, the Plaintiff was entitled to 4 th and 5th Milestone payment as well, the Plaintiff on request resumed additional on-site as well as online support. Also other new requirements of RICEF development was given to the Plaintiff. The Plaintiff vide its various e-mails informed the Defendant that their obligations of developing 70 RICEF had been completed. It was also informed to the Defendants that their obligations were over, and any further work would be charged separately. Since the Defendant required further RICEFs, they requested the Plaintiff to continue with further development of RICEFs.
u) As envisaged in the Purchase Order, after the expiry of 30 days from 'Go-Live' event, the Plaintiff became entitled to fourth milestone i.e. tor 25% of the Purchase Order value and for further 5% of Purchase Order value, after the expiry of First quarter after the 'Go-Live' event. Since third milestone payment was overdue and continuous follow up for the release of third milestone payment was going on, even when the fourth and fifth milestone payment was due, the fourth and fifth milestone Invoice was raised only after first quarter of the Go-Live event, on 12.07.2022.
v) While the Plaintiff was working on further requirements placed on by the Defendant, they were also requesting for release of 4% and 5% Milestone payments. Plaintiff also requested a NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 12 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:55:49 +0530 purchase order for fresh requirements. Though the Defendant kept on assuring payments as well as for additional Purchase Order, they failed to do so till filing of the present suit.
w) Since all the obligations of the Plaintiff were complete in all respects, 4th and 5th milestone payment became due and payable after the completion of first quarter after Go-Live, but the Defendant was continuously oblivious of its part of obligation of making payment.
x) Adding to the pain and suffering of the Plaintiff, the Defendant always turned deaf ear to the repeated requests of the Plaintiff for the legitimate dues and never answered in equitable manner. On the contrary, whenever there was a demand of outstanding payment by the Plaintiff, the Defendant made false promises and excuses.
y) After continuous follow up for payment of balance payment as well as for additional Purchase Order for new requirements placed by the Defendant and failing to receive any response, the Plaintiff sent various e-mails to the Defendant regarding the cost/ support proposal for new requirements for confirmation but to no avail. On 10th August 2022, the Plaintiff sent an e-mail to the Defendant informing them that as per contract they were required to develop only 70 RICEF, however, they have developed till date of filing of the present suit, 117 RICEFs i.e. 47 additional RICEI's.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 13 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:55:57 +0530 The Plaintiff also shared the cost of such additional developments (RICEFs). Said e-mail was never responded by the Defendant. Left with no alternative, Plaintiff, after the end of September 2022, withdrew its support in all respects and also stopped any other work of the Defendant. Plaintiff continued to write e-mails and follow up for payments, but to no avail.
z) Thereafter, on the expiry of the First Year End of the 'Go- Live' event, the Plaintiff raised the last milestone Invoice for last milestone payment. There was no complaint of whatsoever nature in the entire one-year after Go-Live.
aa) After the Kickoff meeting, as the work progressed and milestone achieved, the Plaintiff, in accordance with the terms of the Purchase Order, raised above invoices for milestone payments, alongwith applicable GST, as under:
S. Invoice No. Invoice Date Project Amount (Rs.) No. Milestone 1 ST/188/2021-22 01-Nov-2021 Project start - 11,06.250.00 (15%) 2 GST/239/2021-22 15-Dec-2021 Blueprints 14,75,000.00 Sign-off (20%) 3 GS1/8/2022-23 12-Apr-2022 UAT sign off 22,12,500.00 (30%) 4 GST/77/2022-23 12-Jul-2022 Successful Go- 18,43,750.00 Live (25%) 5 GST/78/2022-23 12-Jul-2022 Successful 3,68,750.00 NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 14 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:56:04 +0530 Quarter End (5%) 6 GST1/275/2022- 31-Mar-2023 Successful Year 3,68,750.00 23 End (5%) bb) Believing the representations made by the Defendant, the Plaintiff proceeded without hesitation to execute the project of implementation of SAP S4 HANA, in the terms of the Purchase Order as well as the Implementation proposal dated 23.08.2021.
The Plaintiff raised above-mentioned Invoices in accordance with the agreed payment terms stipulated in the Purchase Order. Payment for these invoices was expected within the specified time frames as indicated on the invoices and the Purchase Order, but the same was never received in time. Out of the above milestone invoices, the following invoices are still due and outstanding:-
S. Invoice No. Invoice Date Project Amount (Rs.) No. Milestone 1 GST/77/2022-23 12-July-2022 Go-Live 25% 18,43,750/- 2 GS1/78/2022-23 12-July-2022 First Quarter 3,68,750/-
End 5% 3 GS'T/275/2022-23 31-March-2023 First Year End 3,68,750/-
5% Total 25,81,250/-
cc) The Plaintiff followed the agreed-upon procedures and fulfilled their obligations under the terms of the agreement. However, the Defendant failed to uphold the agreement by NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 15 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:56:10 +0530 neglecting to remit the outstanding payments as outlined in the invoices/Purchase Order. This failure to honor payment obligations caused undue financial strain on the Plaintiff.
dd) As explained in earlier paragraph, the Plaintiff also extended additional support by providing extra time of hyper support and also by developing additional 47 supplementary features, functionalities, or enhancements i.e. RICEFs. Such development was done with consent and under instructions of the Defendant. Prior to undertaking these developments, the Plaintiff informed the Defendant about the potential cost implications associated with these additional services. Also the Defendant agreed to issue additional AMS/ Purchase Order and directed the Plaintiff to continue with the work vide various. The Plaintiff proceeded with the developments in good faith to meet the evolving needs and requirements of the Defendant.
ee) Apart from milestone payment outstanding, despite assurance, the Defendant failed to issue any further AMS or Purchase Order for additional work and support being provided by the Plaintiff. In September 2022, the Plaintiff informed the Defendant that it would not be able be support any further and withdrew itself.
ff) As the Defendant was not responding to any e-mails from the Plaintiff, there was no hope of release of any further Purchase NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 16 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:56:18 +0530 Order, hence the Plaintiff raised an Invoice for the work of additional 47 developments (i.e. RICEF). as under: -
GST/276/2022-23 31-March-2023 Additional 47 Rs.19,96,560/-
Developments (235 Man days) gg) Though the Plaintiff was entitled to payment for additional man-hour support extended to the Defendant for the period beyond one month, as envisaged in the Purchase Order, however, the Plaintiff raised invoice only for additional 47 developments (i.e. RICEF).
hh) The invoices referenced above, namely GST/77/2022-23, GST/78/2022-25, GST/275/2022-23 and GST/276/2022-23, collectively amount to Rs.45,77,810/- were due and payable.
Despite their due dates, these invoices remain outstanding and are yet to be settled. All the invoices were duly received by the Defendant and were never disputed by the Defendant.
ii) On completion of one year of the successful implementation and smooth running of installed SAP S4 HANA, on 01.04.2023, the Defendant posted a detailed message on its LinkedIN account confirming the smooth, efficient and successful running of the software and also appreciated and thanked SAP Partners and consultants (i.e. the Plaintiff). It was the testament of successful implementation, complaint free and smooth running of the NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 17 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:56:25 +0530 implemented software i.e. SAP S4 HANA during the last one-year period. The said message was posted after completion of one year of the Go-Live event.
jj) As per payment terms, after the expiry of one year from the date of Go-Live. i.e. 31.03.2022, entire payment of the Plaintiff became due and payable by the Defendant to the Plaintiff. Out of the above-mentioned invoices which were sent to the Defendant, a sum of Rs.45,77,810/- is due and payable by the Defendant to Plaintiff. Despite the fact that the services, as envisaged in the said Purchase Order and under the invoices were delivered in terms of the Purchase Order, Defendants failed/defaulted in fulfillment of their obligations of paying the amount under the mentioned invoices as per terms of Purchase Order.
kk) The Plaintiff deducted TDS on the invoices pertaining to 1 st Milestone to 5th Milestone Invoices including on GST/77/2022-23 and GST/78/2022-23 respectively. Despite deducting TDS on 4th and 5th Milestone payment, the same are due and payable.
ll) The Plaintiff issued various e-mails demanding payments. Few of the e-mails were replied by the Defendant but ignored some e-mails. The entire amount under the Purchase Order and Invoices became due and payable after completion of obligations under the Purchase Order alongwith Invoices for additional 47 RICEF's. The Plaintiff fulfilled its all obligations mentioned in the agreed NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 18 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:56:33 +0530 Purchase Order in the month of April 2022 itself i.e. one month after the Go-Live, alongwith additional training, all RICEFs, manpower support etc. mm) Since the beginning, the Defendant was not able to make payments towards the Invoices within the stipulated time and also failed to discharge its balance payment obligation in relation to the above said Invoices raised by the Plaintiff, aggregating to Rs.45,77,810/-
nn) The Plaintiff issued a demand Notice dated 27.06.2023, dispatched on 30.06.2023, demanding the payment in respect of the outstanding dues from the Defendant.
oo) Though the Defendant sent a reply dated 11.07.2023, to the said notice, admitting various facts, but failed to make payment, despite service of demand notice.
pp) The Plaintiff preferred a Pre-litigation/Pre-Institution Mediation before the Competent Authority, i.e. SEDLSA, on 06.10.2023, however Defendant did not appear before the Competent Authority. Furthermore, the Non-Starter Report for the Pre-Institution Mediation was issued by the Competent Authority, SEDLSA, dated 08.12.2023.
3. Hence, the present suit was filed.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 19 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:56:40 +0530 CASE OF THE DEFENDANT AS SET UP IN THE WRITTEN STATEMENT
4. It has been submitted on behalf of the Defendant that the plaint is devoid of merits and has been filed by the Plaintiff with the purpose of harassing and pressurizing the Defendant to submit to its unreasonable, untenable and unethical demands. It has also been submitted on behalf of Defendant that the Plaintiff has not approached the Court with clean hands.
5. It is noticed that Defendant no. 1 is a company whereas Defendant no. 2 was an employee of Defendant No. 1 Company i.e. CIO and IT Head and Defendants no. 3 and 4 are Director and Vice President of Defendant No.1 Company respectively. There is no submission in the Plaint about them in individual or official capacity or of having played fraud upon the Plaintiff Company or having given any personal guarantee. Therefore, the submissions and observations made in this judgment pertaining to Defendant No.1 Company have been referred to as Defendant and not Defendants unless specifically mention of any other Defendant by his Defendant number as per Memo of Parties.
6. Brief facts of the case as stated by the Defendant in the Written Statement are that:
Preliminary submissions :-
1) Plaintiff on 26.10.2020 and 27.10.2020 contacted the Defendant and presented their credentials that they were the NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 20 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:56:47 +0530 premium SAP solution and delivery company from the last decade and provide one step solution for the emerging technologies with respect to the businesses and having a successful track record for serving more than 100 companies and believing said statements made by the Plaintiff, the Defendant agreed to look into the portfolio of the Plaintiff, however due to unstable covid conditions, the Defendant postponed the same.
2) In July 2021, the Defendant with a view to implementing the SAP services in their company conveyed the Plaintiff that the Defendant would be implementing SAP S4 HANA service from the Plaintiff after the Plaintiff presented their credentials being the SAP Partners and projected that they possessed excellence and provide high quality IT Solution to their clients. The Defendant's business was flourishing before the SAP implementations, still in view of the loud promises made by the Plaintiff, the Defendant, to have a better and a systematic infrastructure of services and management, offered the Plaintiff to provide their proposal for the service which were discussed during various meeting with the Plaintiff.
3) In view of the e-mail sent by the Defendant after various discussions with the Plaintiff requested the Plaintiff to provide final proposal for the SAP implementation services, on this, the Plaintiff demanded the Defendant to purchase the SAP licenses first in order to get the final proposal and a workshop over the services involved.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 21 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:56:53 +0530 Since the Defendant was already made to believe by Plaintiff that the implementation of SAP S4 HANA services would be beneficial for the Defendant, the Defendant raised a Purchase Order (PO) to the Plaintiff on 12.08.2021 for purchasing SAP license from them and paid an amount of Rs.37,19,757.23/- on 23.08.2004.
4) The Plaintiff only after receiving the huge amount of Rs.37,10,757.119/- on 23.08.2021 for the license, sent the final implementation proposal on the same day i.e. 23.08.2021, wherein the Plaintiff categorically elaborated the services to be provided by the Plaintiff in order to successfully implement the SAP service for the Defendant.
5) The Plaintiff, in its proposal sent on 23.08.2021, promised almost 120 list of SAP services and committed to successfully deliver/ implement for the Defendant establishment and after believing the said proclamations/proposals and various commitments made by the Plaintiff, the Defendant agreed to get the services of the Plaintiff. In said proposal dated 23.08.2021, the Plaintiff proposed that they would be executing each and every requirement which were mentioned in the said proposal for the Defendant. Plaintiff promised list of more than 120 various SAP services which were to be provided and as committed by the Plaintiff the same were clearly mentioned in the said proposal. The Defendant reproduced those verbatim for reference in the written statement.
NEERA
BHARIHOKE
CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 22 of 108
Digitally signed
by NEERA
BHARIHOKE
Date:
2025.12.20
12:57:00 +0530
SR NO. SCOPE OF SERVICE
1 Entity in Scope
. Co. code-3
. Plants-3
. C&F-8
. Distributors/Dealers-300
2 SAP SRHANA FINANCE
. Company Code -3
. IFRS Reporting - Not Required
. Manufacturing Plant - 3
. CPA-8
. Multi-currency reporting - Not Required
. Trial Balance required at Company/Plant/Brand
level
3. General Ledger Accounting
. Posting adjustments
. Trial Balance
. Profit & Loss Account
. Balance sheet
4. Accounts Payable
. Vendor Master Management
. Vendor Ledger
. Vendor aging
. Vendor invoice process
. Vendor payment process
5. Accounts Receivable
. Customer Master Management
. Custom & Ledger
. Customer Aging
. Customer invoice recording
. Customer incoming payment posting
6. Asset Accounting
. Assets Master Management
NEERA
BHARIHOKE
CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 23 of 108
Digitally signed
by NEERA
BHARIHOKE
Date: 2025.12.20
12:57:10 +0530
. Assets Acquisition
. Assets retirement
. Assets Transfer
. Assets Register
. CWIP assets process
7. Bank/Cash Accounting
. Bank Master Management
. Cash journals
. Bank reconciliation BDE
8. Controlling-CO
. Product Costing: for MTO & MTS process
. Cost Element Accounting
. Cost Center:Accounting
. Irtterril Order.
. Profit Center Accounting
9. Sourcing & Procurement
. Material and Vendor Management
. Vendor Rating
. Purchase requisition
. Minimum inventory level
Indent wise tracking of purchases
. RFQ - Request for quote (1 Comparison
printout required)
. Purchase Older - Domestic and Import
2 types of printout required
. Outline/Schedule Management (1 printout
required)
. Automatic Tax Calculation
. Release Strategy
. Gate Entry / RGP and NRGP (2 printouts
required)
. Goods receive and return process
. Batch Management
NEERA
BHARIHOKE
CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 24 of 108
Digitally signed
by NEERA
BHARIHOKE
Date: 2025.12.20
12:57:18 +0530
. Invoice Verification
. Automatic Account determination
. Material Valuation
Requisition and Goods issue (2) Printout required) . Transfer Posting . Physical inventory Process . Service Procurement . Stock Transfer (1 Printout Required) . Sub Contracting (Printout Required) Delivery challan (1 Printout Required) . Vendor and Material Aging . Purchase register (Development) . Gate In and Out Report (Development)
10. SAP S/4HANA MANUFACTURING . Materials, BOM and Routing.
. Make-to-Stock Production-Discrete
Manufacturing
. Make-to-Order.Production-Finished Goods
Sales and Final Assembly
. Production Subcontracting - External
Processing
. Rework Processing - Stock-
Manufactured Material
. Rework Processing-Work-In-Process
. Quality Management in Discrete Manufacturing
Demand Management
Creation of Planned Independent Requirements Materials Requirement Planning . Evaluation of MRP planning results . Make to stock and Make to order production processes, . Processing of planned orders.
(Conversion of planned orders to production order) NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 25 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:57:52 +0530 Processing of production orders Batch Management.
Planned Vs Actual cost variances
. Automatic/Manual goods receipt from a
production order
. Handling rework orders
. Settlement and technical completion of
production orders.
. QM for packing materials at receiving
11. Reporting on Production Orders
. Production Order Information System
. Demand in pcs
. Order Progress Report
12. SAP S/4HANA SALES
Business Partner Management (Customer, Employ etc) . Outline Agreements . Sales Order management Domestic Sales . Stock Transfer Job Work Sales FOC Sales Scrap Sales Asset Sales
- Sales Return Primary and secondary schemes to be taken care of export . Sales Scheme Management . Automatic Tax Determination . Pro-forma (1Printout. 'Required) . Shipping/outbound Delivery ("1Printout Required) . Post Goods Issue Customer Invoice (2) Printouts Required) . Automatic Account posting . Revenue Reorganization probability analysis (at Brand Level) NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 26 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:57:57 +0530 . E-Commerce Sales upload through Program (3 Developments) . 1 E-Commerce Sales Return upload through Program (3 Developments) . "Customer Aging . Sales Register (1 development Required) . Sales Report (Territory, Salel office, Person and Product Wise) . Distributor wise targets and actual achievements
13. Quality Management:
. OM for Procurement
. Quality Management (QM) in Discrete
Manufacturing
. Source Inspection
Early Inspection For Production
. Approval For Deviation
. Quality Certificates
. Quality Notifications
14. Plant Maintenance
. Technical Assets Management
. Maintenance Execution
. Preventative and Predictive Maintenance
. Asset Service Management
. Maintenance KPIs and Cost Analytics
. GST
. Extended withholding tax.
. TCS
. 3-5 Smart forms
. 5-7 Customized reports 2-3 Intermigration
. 5-8 BDC program
6) On the basis of the aforementioned commitments mentioned
in the proposal, the Defendant agreed to get the SAP serviced implemented from the Plaintiff and after a detailed discussion raised NEERA CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 27 of 108 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:58:04 +0530 the purchase order (PO) dated 27.09.2021 wherein the total amount to get the SAP services implemented as proposed by the Plaintiff in the proposal dated 23.08.2024 was Rs.62,50,000/- and the payment was to be made on the basis of the Milestones achieved on the basis of the "SUCCESS FACTOR" in implementing the said milestones/implementations, i.e.:
Milestone- % Bailable Success Factor
Implementation
Project Initiation 15 Project Start-up
Realization 20 Blueprint sign-off
User Acceptance 30 UAT sign off
Testing
After 30 Days of Go- 25 Successful Go-Live
Live
First Quarter End 5 Successful End Quarter
End
First Year End 5 Successful Year End
7) The payments were to be made by the Defendant on Plaintiff
adhering to and after achieving the above milestones and strictly on the basis of the success factors which were mentioned in the purchase order as well as in the proposal dated 23.08.2021.
8) The terms and conditions mentioned in the said Purchase Order dated 27.09.2021 were clear that since time was the essence of the project and the Plaintiff promised that the above project will be NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 28 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:58:11 +0530 implemented within the span of 7-8 months, including 5 months for the implementation of SAP, 1 month for training and cutover and 1 month for hyper care support and a further extension of 1 month was agreed between the parties.
9) Plaintiff after discussion with the Defendant agreed that the terms and conditions which were not elaborated in the purchase order shall be as per the terms and conditions mentioned in the proposal dated 23.08.2021.
10) After further discussion with the Plaintiff with respect to the SAP implementation, the parties sent an email dated 05.10.2021, wherein the parties, after a thorough inter- company discussion, requested the Plaintiff to start the SAP implementation for the Defendant from 07.10.2021 i.e. the project kick off, however the Plaintiff even from the beginning only showed their true intent by not initializing the project on time i.e. 07.10.2021 and the same was actually started by the Plaintiff almost by the end of October, 2021 and since the payments for the implementation were to be made on the basis of milestone achieved as mentioned in the payment schedule, hence an amount of Rs.11,06,250/- was paid to the Plaintiff on 29.10.2021 being the payment of first milestone.
11) On a request made by the Plaintiff for making the 15% payment for the first milestone, Defendant made the payment on 29.10.2021 and the further payment of the second milestone for NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 29 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:58:18 +0530 Rs.13,50,000/- (Rupees Thirteen Lakh Fifty Thousand Only) being the 20% of the project payment was released on 27.01.2022. From day one, there was no proper understanding of the SAP with the Plaintiff, who claimed to be the excellence in implementing SAP services, even after providing the Plaintiff with all the access and entire business model and information of the Defendant.
12) After making payment till the 2nd milestone i.e. the project realization, the Plaintiff, on various occasions, could not understand the business model of the Defendant's company and miserably failed to understand the details of the Defendant's company even at the stage of project initialization. It is further stated that the Plaintiff was required to send weekly report to the Defendant providing the details of the work done was never given to the Defendants on time and the Defendant had to remind the Plaintiff time and again for sending the same even at the 2nd phase/ milestone.
13) Defendant from the very beginning, requested the Plaintiff to implement the SAP and Go-Live from 01.04.2022 i.e. the initiation of the financial year. The Plaintiff, without actually fulfilling the criteria and requirements of the Go-Live, agreed to the same and failed tremendously by not fulfilling the requirement of successful Go-Live, which was the spine of the whole implementation/ project. The term "Go-Live" refers to the official launch or activation of a new system or application in an SAP implementation. A Go-Live typically involves transitioning from the old system to the new NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 30 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:58:26 +0530 system, starting actual use of the new system for day-to-day operations. However, a "successful Go-Live" in SAP implementation, on the other hand, refers to the successful deployment and operation of the new SAP system without any major issues or disruptions. This includes factors such as meeting project timelines, staying within budget, ensuring all functionalities are working properly, and achieving the desired business outcomes. In summary, while a "Go-Live" represents the actual launch of the new SAP system, "successful Go-Live" means that the implementation has been completed smoothly, effectively, and meets the expectations of the organization.
14) Since the inception of Go-Live, requirements of Defendant's distributors were not getting fulfilled due to the system failure and/or stopped showing the requirements or provided the wrong and incomplete orders, which eventually resulted in the huge losses to the Defendant company. When the Defendant company complained about this, the Plaintiff admitted the same and further promised to correct the mistake, however nothing was ever done by the Plaintiff and the same started to become worse after every coming week. There were various applications/ modules which were at halt and the Defendant vide its email dated 18.04.2022, 25.04.2022 and 26.04.2022 communicated to the Plaintiff that there are various problems which are reflecting in the SAP system and no support has been provided by the Plaintiff w.r.t the problems related to Go-Live and data upload. Defendant was struggling with so many NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 31 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:58:33 +0530 implementation-related problems and the said fact was duly communicated to the Plaintiff by various emails suggesting the failed Go-Live, however the Plaintiff never paid any heed to the requests made by the Defendant which resulted in losses caused on day-to-day basis. The Defendant has referred to email dated 18.04.2022, 25.04.2022 and 26.04.2022 in support of these submissions.
15) SAP Go-Live refers to the process of officially launching a new SAP system or module for use by the company, i.e. the Defendant. Go-Live is a critical phase in an SAP implementation project and requires careful planning and execution to ensure a smooth transition from the old system to the new one. There are several key aspects that require special attention during the SAP Go- Live phase:
a. Data Migration: This is the process of transferring data from the old system to the new SAP system. It is crucial to ensure that all data is accurately migrated and validated before the Go- Live date to avoid any disruption in business operations.
b. User Training: It is stated that the End-users need to be trained on how to use the new SAP system effectively. Training sessions should be conducted well in advance of the Go-Live date to ensure that users are familiar with the new system and can perform their tasks efficiently.
c. Testing: Extensive testing is mandatory to ensure that the new SAP system functions as expected and meets the business requirements. This includes integration testing, user acceptance testing, and performance testing to identify any issues before the system goes live.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 32 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:58:39 +0530 d. Change management: It is essential to have a change management plan in place to manage the transition to the new SAP system. This includes communication strategies, stakeholder engagement, and addressing any resistance to change.
e. Performance Monitoring: After the SAP system has gone live, continuous monitoring of system performance is crucial to identify any issues or bottlenecks and address them promptly to ensure smooth operations.
f. Support and Maintenance: Adequate support should be available to end-users to address any issues or questions they may have after the system has gone live. Regular maintenance and updates should also be carried out to ensure the system's optimal performance.
16) A successful Go-Live requires meticulous planning, careful execution, and effective communication to ensure a seamless transition to the new system, however the Plaintiff, who claimed to be a premiere in SAP implementation, never provided any support, maintenance and testing for any of the implementation proposed in its proposal which were essential for a successful Go-Live and the Defendant again communicated this fact in its email dated 17.05.2022 that there are many issues which are pending pre and post Go-Live and the same are not yet addressed after so many reminders.
It is further stated in the said email that the members of the Plaintiff team, which was to be deployed at the Defendant's head office, were changing without the Defendant's knowledge and control which eventually shook the Defendant with losses of almost Rs. 8 crores NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 33 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:58:46 +0530 because of the no visibility and system issues. However, the Plaintiff, instead of admitting and correcting their wrongs, was only adamant and stuck on the remaining payment for UAT. The Defendant referred to contents of email dated 17.05.2022 sent by the Defendant to the Plaintiff and sales figure of Defendant for the years 2021-22 and 2022-23 before and after the SAP implementation.
17) Defendant, in view of facing system failures and losses at the same time due to the inability of the Plaintiff in effectively implementing the SAP services sent the list of the issues along with the status on 23.06.2022 with respect to the various services which were to be implemented at the time of Go-Live, however due to the Plaintiff's failure to effectively implement the Go-Live, the whole system of the Defendant became futile. Defendant with a view to get the clearer picture and to have the resolution for the pending implementation, which was to be completed before Go-Live, shared the list of issues w.r.t the SAP implementation sent a list of total 178 implementations, out of which 118 implementations were pending at the end of the Plaintiff till 23.06.2022, which was to be implemented and completed at the time of Go-Live which makes it clear that the Plaintiff never paid any heed in giving the services, which was stipulated in the proposal, which is a serious violation in a contract and a clear misconduct as well as a breach of contract. In Compass Group UK and Ireland Ltd V Mid Essex Hospital Services NHS Trust (2013) EWCA Civ 200, LJ Jackson articulated that the term 'material breach' signifies a breach of contract that surpasses mere NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 34 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:58:52 +0530 triviality but need not necessarily be repudiatory. In the context of this provision, 'material breach' denotes a breach that is substantial and significant. It must be a matter of gravity rather than of minimal consequence. The Defendant has referred to and relied on email dated 23.06.2022.
18) Since mostly all of the services implemented were having serious issues, the Plaintiff in view of the implementation were obligated to keep a check of the Defendant's data and its processing, however the Plaintiff totally failed in completing the task as per the agreement/ PO/ proposal and acted in a complete lackadaisical and pathetic manner, who on so many occasions denied their support or showed their inability to complete the designated work. The support team of the Plaintiff never answered the queries/ complaints raised by the Defendant. Defendant vide its various emails dated 05.07.2022, 08.07.2022, 18.07.2022, 19.07.2022, 20.07.2022, 22.07.2022, 25.07.2022, 01.08.2022 again raised their concerns with respect to the implementations and serious issues coming up after the implementation wherein there were issues related to the GSTR filings, sales invoices, booked sales due to which the customers of the Defendant could not avail ITC against the bills. That the sale and purchase integration as well as the clear tax integration was never done by the Plaintiff. Further the E-way bill and invoice program was severely unstable and never worked since inception and the pre-Go- Live committed items were not completed even by August, 2022 and no further confirmations were given by the Plaintiff even after NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 35 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:58:58 +0530 various reminders by the Defendant. Defendant, being upset with the conduct of the Plaintiff, again emailed and further raised its concern that the Defendant cannot be dependent on the Plaintiff forever and even the calls of the Defendant were not getting answered by the Plaintiff. It was again communicated to the Plaintiff that the whole testing has gone on hold due to non- availability of the Plaintiff's team at the Defendant's office on various time denied their support. It was further complained to the Plaintiff that the Defendant was losing a lot of sales due to these actions of the Plaintiff, however, the Plaintiff never came up with a solution to the Defendant. Defendant has relied on emails dated 05.07.2022, 08.07.2022, 18.07.2022, 19.07.2022, 20.07.2022, 22.07.2022, 25.07.2022 and 01.08.2022.
19) Plaintiff was engaged by the Defendant to perform their part of the contract mentioned in the proposal dated 23.08.2021 and the same was to be completed/ performed within a span of 7-8 months, and the Plaintiff failed to perform its obligation as well as failed to implement the successful Go-Live even in the proposed timeline. Defendant, in order to save its company, had put all its efforts in requesting the Plaintiff to resolve the numerous issues with respect to the Go-Live and all its grievances/ complaints were unheard due to which the whole project of SAP implementation miserably failed and resulted in the loss of business of the Defendant. Plaintiff on numerous occasions removed their consultants from the Defendant's office only in order to pressurize the Defendant to agree to its unethical and illegal demands of payment for Go-Live, wherein the NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 36 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:59:04 +0530 Defendant company was struggling to get the successful Go-Live from the Plaintiff even then instead of accusing the Plaintiff for breach of its performance and obligation, the Defendant always requested the Plaintiff for a proper implementation but the Plaintiff severely failed in performing its obligation. Defendant in order to save its establishment from more losses again sent various emails on 16.08.2022, 12.09.2022, 13.09.2022, 16.09.2022, 19.09.2022, 20.09.2022 and sought assistance over the issues which were pending since Go-Live but the Plaintiff never resolved any of the issues, which resulted in a further loss to the Defendant.
20) Plaintiff in view of the proposal as well as the purchase order, was bound to develop 70 RICEF (Reports, Interfaces, Conversions, Enhancements, and Forms) and FIORI applications as part of an SAP implementation project for the Defendant within the stipulated time as mentioned in the purchase order. However, despite this commitment, the Plaintiff was only able to develop 48 RICEF for the Defendant and not a single FIORI application was ever developed by the Plaintiff. This severe breach of contract has resulted in the Defendant not receiving the full scope of services that were promised to them by the Plaintiff. The Plaintiff's failure to deliver on their promise has caused a delay in the implementation project and has resulted in financial losses for the Defendant. The Defendant has various grounds to take legal action against the Plaintiff for failing to fulfill their obligations under the agreement. The Defendant has relied on email dated 06.09.2022.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 37 of 108 Digitally signed by NEERA BHARIHOKE Date:
2025.12.20 12:59:11 +0530
21) Since the inception of the Go-Live, requirements of Defendant's distributors were not getting fulfilled due to the system failure and/or stopped showing the requirements or provided the wrong and incomplete orders, which eventually resulted in the huge losses to the Defendant company. When the Defendant company complained about this, the Plaintiff admitted the same and further promised to correct the mistake, however nothing was ever done by the Plaintiff and the same started to become worse after every coming week. There were various application/ modules which were at halt and the Defendant vide its email dated 18.04.2022, 25.04.2022 and 26.04.2022 communicated to the Plaintiff that there are various problems which exist and no support has been provided by the Plaintiff w.r.t the problems related to Go-Live and data upload.
Defendant was struggling with so many implementations related problems and the said fact was duly communicated to the Plaintiff by various emails suggesting the failed Go-Live, however the Plaintiff never paid any heed to the requests made by the Defendant which resulted in losses caused on day-to-day basis.
Para-wise reply
22) Plaintiff, in view of the proposal as well as the initial purchase order, was bound to develop 70 RICEF as part of the SAP implementation for the Defendant, however, despite this commitment, out of 70 RICEF, the Plaintiff was only able to NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 38 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:59:18 +0530 completely develop 30 RICEF for the Defendant and no further RICEFS were ever completed by the Plaintiff. This breach of contract has resulted in the Defendant not receiving the full scope of services that were promised to them by the Plaintiff. It is further stated that the Plaintiff could not deliver the 70 RICEF, which were agreed between the parties and since the Plaintiff could not perform its duties in delivering those 70 RICEF to the Defendant throughout the implementation and claiming to be delivering more RICEF over and above the 70 RICEF is totally and grossly denied.
23) Mostly all of the services implemented were having serious issues, the Plaintiff in view of the implementation were obligated to keep a check of the Defendant's data and its processing, however the Plaintiff totally failed in completing the task as per the agreement/ PO/ proposal and acted in a complete lackadaisical and pathetic manner, who on so many occasions denied their support or showed their inability to complete the designated work. Plaintiff never answered the queries/ complaints raised by the Defendant and the same went on the deaf ears of the Plaintiff. In this regard, Defendant vide its various emails dated 05.07.2022, 08.07.2022, 18.07.2022, 19.07.2022, 20.07.2022, 22.07.2022, 25.07.2022, 01.08.2022 again raised concerns with respect to the implementations and serious issues coming up after the implementation wherein there were issues related to the GSTR filings, sales invoices, booked sales due to which the customers of the Defendant could not avail ITC against the bills. That the sale and purchase integration as well as the clear tax NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 39 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:59:24 +0530 integration was never done by the Plaintiff. Further the E-way bill and invoice program was severely unstable and never worked since inception and the pre-Go-Live committed items were not completed even by August, 2022 and no further confirmations were given by the Plaintiff even after various reminders by the Defendant. Defendant being upset with the conduct of the Plaintiff again e-mailed and further raised its concern that the Defendant cannot be dependent on the Plaintiff forever and even the calls of the Defendant were not getting answered by the Plaintiff. It was again communicated to the Plaintiff that the whole testing had gone on hold due to non- availability of the Plaintiff's team at the Defendant's office on various occasions and thus denied their support. It was further complained to the Plaintiff that the Defendant is losing a lot of sales due to these actions of the Plaintiff, however the Plaintiff never came up with a solution to the Defendant. Copy of the emails sent by the Defendant to the Plaintiff have been relied upon by the Defendant.
24) Plaintiff was engaged by the Defendant to perform Plaintiff's part of the contract mentioned in the proposal dated 23.08.2021 and the same was to be completed/ performed within a span of 7-8 months, and the Plaintiff failed to perform its obligation as well as failed to implement the successful Go-Live even in the proposed timeline. Defendant, in order to save its company, had put all its efforts in requesting the Plaintiff to resolve the numerous issues with respect to the Go-Live and all its grievances/ complaints were unheard due to which the whole project of SAP implementation NEERA CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 40 of 108 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:59:31 +0530 miserably failed and resulted in the loss of business of the Defendant. Plaintiff, on numerous occasions, removed their consultants from the Defendant's office only in order to pressurize the Defendant to agree to its unethical and illegal demands of payment for Go-Live, wherein the Defendant company was struggling to get the successful Go-Live from the Plaintiff even then instead of accusing the Plaintiff for breach of its performance and obligation, Defendant always requested the Plaintiff for a proper implementation but the Plaintiff severely failed in performing their obligation. Defendant in order to save its establishment from more losses again sent various emails on 16.08.2022, 12.09.2022, 13.09.2022, 16.09.2022, 19.09.2022, 20.09.2022 and sought assistance over the issues which were pending since Go-Live but the Plaintiff never resolved any of the issues, which resulted in further loss to the Defendant. Since none of the queries/ issues with respect to the implementation and Go-Live were getting resolved by the Plaintiff, the Defendant again in the month of September- October, 2022 sent various emails to the Plaintiff, however the Plaintiff, shockingly and without any intimation abandoned the project in the middle of September, 2022 and no notice or intimation was ever given to the Defendant in this regard by the Plaintiff and due to this grave and unethical conduct of the Plaintiff, the business of the Defendant came at halt and the Defendant in the said situation had no option left but to assign all the pending work to a different company at a huge additional cost.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 41 of 108 Digitally signed by NEERA BHARIHOKE Date:
2025.12.20 12:59:42 +0530
25) Since the inception of the Go-Live, requirements of Defendant's distributors were not getting fulfilled due to the system failure and stopped showing the requirements or provided the wrong and incomplete orders, which eventually resulted in the huge losses to the Defendant company. When the Defendant company complained about this, the Plaintiff admitted the same and further promised to correct the mistake, however nothing was ever done by the Plaintiff and the same started to become worse after every coming week. There were various applications/ modules which were at halt and the Defendant vide its email dated 18.04.2022, 25.04.2022 and 26.04.2022 communicated to the Plaintiff that there are various problems which are reflected in the SAP system and no support has been provided by the Plaintiff w.r.t the problems related to Go-Live and data upload. Defendant was struggling with so many implementation related problems and the said fact was duly communicated to the Plaintiff by various emails suggesting the failed Go-Live, however the Plaintiff never paid any heed to the requests made by the Defendant which resulted in losses caused on day-to-day basis. Defendant duly made payment till the 3 rd phase/ milestone and the Plaintiff knowing that the Defendant is struggling with a lot of issues with the Go-Live and instead of correcting the issues and their mistakes, always threatened the Plaintiff to bow down to their unlawful demands without successfully implementing the Go-Live.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 42 of 108 Digitally signed by NEERA BHARIHOKE Date:
2025.12.20 12:59:50 +0530
26) Plaintiff never followed and fulfilled the contractual obligation under the terms of the agreement due to which the Defendant suffered huge financial loss in the sale.
27) None of the queries/ issues with respect to the implementation and Go-Live were getting resolved by the Plaintiff.
Defendant, again in the month of September- October, 2022, sent various emails to the Plaintiff, however the Plaintiff without any intimation abandoned the project in the middle of September, 2022 and no notice or intimation was ever given to the Defendant in this regard by the Plaintiff and due to this grave and unethical conduct of the Plaintiff, the business of the Defendant came at halt and the Defendant in the said situation had no option left but to assign all the pending work to a different company at a huge additional cost.
28) The Plaintiff was engaged by the Defendant to perform their part of the contract as mentioned in the proposal dated 23.08.2021 and purchase order dated 27.09.2021. The whole implementation was to be completed within a span of 7-8 months from the first milestone payment, however the Plaintiff failed to resolve the problems w.r.t. the implementation as well as Go-Live. The implementation of the project handled by the Plaintiff miserably failed and instead of correcting their mistake for a successful Go-Live, always threatened the Defendant to release the payment of Go-Live milestone without successfully achieving the Go-Live. Go-Live was never successful and had numerous issues and the Plaintiff instead of refunding the NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 43 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 12:59:56 +0530 huge sum paid by the Defendant for SAP implementation, shamelessly kept on seeking the payment for Go-Live, even after being in own knowledge that the Go-Live implementation was totally failed by the Plaintiff.
29) The submission of TDS to the government does not constitute an admission of liability inasmuch as TDS can be deducted even on the expectation of estimated liability.
30) The Plaintiff totally failed to perform its contractual obligation by getting totally failed in implementing the SAP services within the time as mentioned in the agreement.
31) Defendant in its reply dated 11.07.2023 never admitted to any of the unreasonable and unethical demands of the Plaintiff.
32) Defendant suffered huge financial loss in view of the reckless and lackadaisical implementation resulted in failure of the services/ implementation.
33) There can be no interest accumulated in absence of any overdue payment to the Plaintiff, in fact the Defendant reserves its right to initiate appropriate legal proceedings for causing huge financial and business losses due to the failed implementation of the SAP service by the Plaintiff.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 44 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:00:02 +0530
7. Relying on the said averments, the Defendant has submitted that there is no merit in the present suit, and it deserves to be dismissed.
REPLICATION OF THE PLAINTIFF
8. Replication has been filed by the Plaintiff, wherein the Plaintiff has denied the contents of the Written Statement and reiterated the contents of the plaint.
ADMISSION / DENIAL OF DOCUMENTS
9. Defendant admitted 24 documents of Plaintiff and the same were exhibited as Ex. P-1 to Ex. P-24. Plaintiff admitted 9 documents of Defendant which were exhibited as Ex. D-1 to Ex. D-9. Admission/denial of documents stood concluded on 19.03.2025. The relevant admitted documents alongwith the exhibit numbers given to them at the stage of admission/denial of documents have been detailed in the findings of issues framed and have been referred by these exhibit numbers by both sides even during trial.
FRAMING OF ISSUES
10. Vide order dated 19.03.2025, on the pleadings of the parties, the following issues were framed :-
(1) Whether the plaintiff is entitled to recovery of suit amount? OPP.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 45 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:00:10 +0530 (2) Whether the defendant suffered losses on account of improper or incomplete implementation of services by the plaintiff as detailed in the written statement? OPD.
(3) Whether the plaintiff is entitled to interest on the suit amount? If yes, at what rate and for which period? OPP.
(4) Cost.
(5) Relief.
11. On 13.05.2025, Defendant filed list of witnesses. Affidavit of evidence was filed on behalf of Plaintiff. The matter was listed for case management hearing. In order to expeditiously dispose of the present suit, evidence was directed to be recorded through a Local Commissioner and the matter was adjourned for filing report of learned Local Commissioner for 17.07.2025.
PLAINTIFF'S EVIDENCE
12. On 27.05.2025, Plaintiff examined PW-1 Shri Manu Dev Sharma. He presented his evidence by way of affidavit vide Ex. PW-1/X. He reiterated the contents of the plaint and relied upon the following documents: -
(1) Copy of Certificate of Incorporation of the Plaintiff Company issued by the Registrar of Companies as Ex.P-1.
(2) Copy of the Master Data of the Plaintiff downloaded from the MCA website as Ex. PW-1/1.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 46 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:00:27 +0530 (3) Copy of the Certificate of Silver Partner issued by SAP as Ex PW-
1/2.
(4) Board Resolution dated 20.07.2023 as Ex. PW-1/3.
(5) Copy of the Master Data of the Defendant's company as Ex. P-2.
(6) Copy of the e-mails regarding licenses, order dated 12.08.2021 for license and invoice dated 23.06.2021 as Ex. P-3(Colly).
(7) Copy of the e-mails exchanged including e-mail dated 22.07.2021 and 05.10.2021 as Ex. P-4 (Colly).
(8) Final Implementation proposal dated 23.08.2021 as Ex. P-5.
(9) Copy of Purchase Order dated 27.09.2021 is Ex P-6.
(10) Trail of e-mails exchanged regarding agreement on schedule of "GO-LIVE" as Ex. P-7.
(11) Copy report shared with the Defendant in this regard as Ex. PW-
1/4.
(12) Copies of the e-mails exchanged in this regard including e-mail dated 28.03.2022 and 06.05.2022 as Ex. P-8.
(13) Copy of e-mail evidencing Go-Live, along with invitation is Exh.P-
9. (14) Copy of e-mails including e-mail dated 22.06.2022, 08.07.2022, 10.08.2022 and other follow up e-mails, along with list of RICEF as Ex. P-10.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 47 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:00:34 +0530 (15) Copy of one such reply to query during support period as Ex. PW- 1/5.
(16) Original office copy of the invoices as Ex. P-11 to P-16 respectively.
(17) Original office copies of the invoices are Ex. P-17.
(18) Invoice sent by e-mail dated 25.04.2023 as Ex. P-18.
(19) Copy of the linked-in announcement as Ex. P-19.
(20) 26AS filed alongwith the suit is correct and printout of 26AS, as proof of deduction of TDS as Ex. PW-1/6.
(21) Copy of various e-mails exchanged between the Plaintiff and Defendants regarding payment as Ex. P-20.
(22) List of all defects stand closed as Ex. PW-1/7.
(23) E-mails exchanged as Ex. P-21.
(24) Copy of Ledger Account as Ex. PW-1/8.
(25) Demand letter as Ex. P-22.
(26) Original postal receipts and copy of delivery report of the demand notice as Ex. PW-1/9.
(27) Copy of the Reply to Demand Notice as Ex. P-23.
(28) Calculation of Interest as Ex. PW-1/10.
(29) Non-starter report dated 18.12.2023 as Ex. P-24.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 48 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:00:40 +0530 (30) Certificate under Section 63 B of BSA, 2023 as Ex .PW-1/11.
13. PW-1 was cross examined by learned Counsel for Defendants on 27.05.2025, 31.05.2025, 11.06.2025 and discharged on 11.06.2025. On the same day, Plaintiff's Evidence was closed on the submissions of learned Counsel for Plaintiff.
DEFENDANTS' EVIDENCE
14. Defendants examined DW-1, Shri Sunil Yadav, on 25.07.2025. He presented his evidence by way of affidavit vide Ex. DW-1/Y. He reiterated the contents of the Written Statement and relied upon the following documents: -
i. Copy of the e-mails dated 26.10.2020 and 27.10.2020 sent by the Plaintiff to the Defendants as Ex. D-1.
ii. Copy of the e-mail dated 22.07.2021 sent by the Defendant to the Plaintiff Ex. D-2.
iii. Copy of the purchase order dated 12.08.2021 as Ex. D-3.
iv. Copy of the invoice dated 23.08.2021 as Ex. D-4.
v. Copy of the proposal dated 23.08.2021 as Ex. D-5.
vi. Copy of the e-mail dated 05.10.2021 sent by the parties as Ex.
D-6.
vii. Copy of the e-mail dated 18.04.2022, 25.04.2022 and 26.04.2022 as Ex. D-7(colly).
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 49 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:00:47 +0530 viii. Copy of the e-mail dated 17.05.2022 sent by the Defendant to the Plaintiff as Ex. D-8.
ix. Copy of the sales figure of the Defendant for the year 2021- 2022 and 2023 before and after the SAP implementation as Ex. DW-1/1.
x. Copy of the e-mail dated 23.06.2022 as Ex. DW-1/2.
xi. Copy of the e-mails dated 05.07.2022, 08.07.2022, 18.07.2022, 19.07.2022, 20.07.2022, 22.07.2022, 25.07.2022 and 01.08.2022 as Ex. DW-1/3 (colly).
xii. Copy of the e-mails dated 16.08.2022, 12.09.2022, 16.09.2022, 19.09.2022 and 20.09.2022 as Ex. DW-1/4(colly).
xiii. Copy of the e-mail dated 06.09.2022 as Ex. DW-1/5.
15. DW-1 was cross-examined by learned Counsel for Plaintiff on 25.07.2025, 14.08.2025, 29.08.2025, 10.09.2025, 06.10.2025 and 08.10.2025. On 08.10.2025, DW-1 was discharged. Defendant's Evidence was closed on the submissions of learned Counsel for Defendant, and the matter was adjourned for final arguments.
FINAL ARGUMENTS
16. Learned Counsel for Plaintiff argued that despite continuous delay in release of milestone payments, the Plaintiff continued the work with sincerity and dedication, and the software SAP S4 HANA was implemented/installed ahead of the schedule i.e. on 28.03.2022. He also submitted that even though third milestone payment was not being released by the Defendant, the Plaintiff continued its work towards NEERA CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 50 of 108 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:00:52 +0530 completion of its order obligations under the purchase order, such as training, development of 70 RICEFs, hyper care support of one month etc. Learned Counsel for Plaintiff submitted that Plaintiff was required to develop only 70 RICEFs. However, the Plaintiff developed 117 RICEFs, i.e. 47 additional RICEFs. But the Defendants did not make the payment due under the invoices raised for the milestones or payment towards additional developments of 47 additional RICEFs, hyper care support etc. leading to Plaintiff withdrawing its support in this respect and Plaintiff also stopped other works of the Defendant. Learned Counsel for Plaintiff also submitted that thereafter on the expiry of the first year of the Go- Live event, the Plaintiff raised invoice for the last milestone payment, but the Defendant did not pay the same either leading to Plaintiff filing the present suit.
17. Per contra, learned Counsel for Defendant argued that that core of the agreement between the parties was captured in two documents namely the Proposal dated 23.08.2021 and the Purchase Order dated 27.09.2021 and that the proposal as well as the Purchase Order was not a simple order form rather it consisted of critical and non-negotiable conditions and payments were not merely upon the passage of time or the commencement of a phase. Learned Counsel for Defendants argued that payments were explicitly and unambiguously contingent upon the achievement of Success Factors in implementing the said milestones/ implementations and all these were to be completed in stringent Timelines. He submitted that the project duration was fixed at 7 months, with a 1-month grace period and time was expressly stated as the NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 51 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:00:59 +0530 "essence of the project.", however, the Plaintiffs did not comply with timelines and did not complete/sign off the stages of UAT or Go-Live successfully as alleged by the Plaintiff. Learned Counsel for Defendants also argued that Plaintiff failed to fulfill its commitments under the Purchase Order and all this led to disastrous results leading to Defendant no.1 company suffer losses to the tune of approximately 8 Crores. It was submitted on behalf of Defendants that failure of Plaintiff to secure UAT sign-off was a breach and its subsequent abandonment was a repudiation of the contract. It was submitted on behalf of Defendants that without actually fulfilling the criteria and requirements of the Go-Live, Plaintiff agreed to the same and failed tremendously by not fulfilling the requirement of successful Go-Live. Learned Counsel for Defendant argued that the Plaintiff instead of addressing or resolving grievances of the Defendants, Defendants, by withdrawing its support or its team from the site of the Defendant, exercised duress on the Defendant to release the amounts raised by the Plaintiff without fulfilling its obligations, leading to Defendants agreeing to release the payment claimed by the Plaintiff. Learned Counsel for Defendant denied the submissions made by the Plaintiff and submitted that Plaintiff is not entitled to the claimed amount.
18. In rebuttal, learned Counsel for Plaintiff denied the submissions made on behalf of the Defendants and reiterated the submissions made on behalf of Plaintiff. He also raised an objection that plea of Plaintiff exercising duress on the Defendant for releasing the amount claimed was never raised by the Defendant and the same cannot be allowed to be raised as a new defence at the stage of final arguments. He submitted that NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 52 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:01:05 +0530 the Defendant has not raised any plausible defence and the suit deserves to be decreed.
19. I have heard the rival submissions of the parties and perused the record very carefully.
FINDINGS
20. My issue-wise findings are given as under:-
21. Issue No.1 and Issue No.2 are inter-connected and are being decided together.
Issue No.1 : Whether the plaintiff is entitled to recovery of suit amount?
The onus to prove this Issue was placed on the Plaintiff.
Issue No.2 : Whether the defendant suffered losses on account of improper or incomplete implementation of services by the plaintiff as detailed in the written statement?
The onus to prove this Issue was placed on the Defendant.
22. Admitted facts of both sides are:
(1) Implementation of software SAP S4 HANA was two stage process: first one is buying of license(s) of the software and the second is installation/ implementation of the software.
(2) Defendant after rate negotiations, through e-mails with Plaintiff, issued an order dated 12.08.2021, Ex. P-3, and purchased the desired Licenses through the Plaintiff. The Plaintiff issued an invoice dated 23.08.2021, Ex. D-4, for the NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 53 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:01:11 +0530 said Licenses which was duly paid by the Defendant. The Plaintiff has no grievance till first stage i.e. buying of license(s) of the software by the Defendants from the Plaintiff.
(3) Vide separate e-mail dated 22.07.2021, Ex. D-2, the Defendant informed the Plaintiff that it selected and wanted to engage the Plaintiff as implementation partner of the SAP S4 HANA and also issued RFQ to the Plaintiff. After rigorous negotiations, Plaintiff submitted a final Implementation Proposal (versionl.3) dated 23.08.2021, Ex. P-5 (Ex. D-6) to the Defendant.
(4) The Defendant, after series of negotiations and discussions, placed a Purchase Order bearing no. FBB/ DLI/ PO-0164/21-
22 dated 27.09.2021, Ex. P-6, upon Plaintiff for implementation alongwith other associated obligations of the software, vide e-mail dated 05.10.2021, Ex. P-4.
(5) Plaintiff accepted the said Purchase Order. As per the Purchase Order total agreed price for SAP implementation was Rs.62,50,000/- and the same was payable to the Plaintiff as under:
Milestone Implementation % Billable Success Factor Project Initiation 15 Project start-up Realization 20 Blueprints Sign-off User Acceptance Testing 30 UAT sign-off After 30 days of Go-Live 25 Successful Go-Live Live First Quarter End 5 Successful Quarter End First Year End 5 Successful Year End (GST was payable extra, as applicable) NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 54 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:01:20 +0530 (6) There were stringent timelines and as per that the project duration was fixed at 7 months, with a 1-month grace period. Time was expressly stated as the "essence of the project." Duration of the Project was agreed to be 7 months (5 months for implementation, 1 month for training and cutover and 1 month for Hyper care support). Extension of one month was agreed.
(7) As per Purchase Order dated 27.09.2021, Ex. P-6, the terms and conditions not elaborated in the Purchase Order, shall be as per the terms and conditions proposed by the Plaintiff in its proposal, version 1.3, i.e. proposal dated 23.08.2021. Also, for additional work, beyond the scope of PO. Plaintiff was entitled to charge extra. All the Invoices were to be paid within 15 days of issuance and delayed payment attracted interest @18% per annum.
(8) Defendant vide its e-mail dated 5th October 2021 invited the Plaintiff for Project Kick of meeting, for starting the implementation project on 7th October 2021, alongwith CV of the consultants, who were to be deployed on behalf of the Plaintiff, at the Defendant's office to work on the project, for interview, discussion and approval.
23. Plaintiff has submitted that on the same day, i.e. 5 th October 2021, CV of the consultants were provided to the Defendant and were deployed after discussion and approval. After agreement on deployment of consultants, the work of implementation started with effect from 07.10.2021. The Defendant has denied that any CV of consultants was supplied to the Defendant much less any approval with respect to CV of consultants was taken from the Defendant or that they were deployed after discussion and approval.
24. On perusal of the e-mail dated 5th October 2021, it is noticed that vide the said mail, Ex. D-6, the Plaintiff had requested the Defendant to NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 55 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:01:27 +0530 process the purchase order/advance on that day itself by stating that Plaintiff also needs time to call and deploy consultants on site. Vide reply mail dated 05.10.2021, the Plaintiff had requested to arrange the consultants' CV and discussion before that. Plaintiff had also assured that payment would be processed soon.
25. During his examination in chief, PW-1 deposed in lines with the submissions made in the Plaint. A question was put to PW-1 during his cross-examination whether it was true that Plaintiff was supposed to provide CV of the consultants, but the Plaintiff failed to provide the same to the Defendant to which he replied that he had sent the CVs and they were duly interviewed by the Defendant.
26. During cross examination of PW-1 conducted on 31.05.2025, PW- 1 was asked if he had brought the proof of the CVs of the consultants shared with the Defendant and PW-1said 'Yes' and showed the documents running into 5 pages as Ex. PW-1/16. It is noticed that Ex. PW-1/16 does not contain CV of any consultant and Ex. PW-1/16 consists of e-mail dated 23.09.2021 sent by the Defendant to the Plaintiff requesting for sharing the final revised proposal and informing about the team which would be engaged from the side of Defendant followed by the e-mail dated 28.09.2025 sent by the Plaintiff to the Defendant informing about the team formation of the Plaintiff which contains a table having 13 names, their role in that team and the number of years of their experience. After the receipt of this e-mail dated 28.09.2021, the Defendant sent reply e-mail dated 28.09.2021 expressing thanks to the Plaintiff and requested NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 56 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:01:34 +0530 for arranging the CVs or profile details of all the consultants and to tell the time when Defendant could connect with them followed by e-mail dated 28.09.2021 sent by Plaintiff to Defendant to process the PO/advance by citing it to be company's internal process requiring the same beforehand to kick start and mobilize team.
27. All these e-mails are of a date prior to 5th October 2021 and the contents of e-mail of 5th October 2021 are same as are the contents of e- mail dated 28.09.2021 sent by Plaintiff to Defendant.
28. Therefore, PW-1 deposed wrongly that on 05.10.2021, Plaintiff supplied CV of the consultants, who were to be deployed on behalf of the Plaintiff at the Defendant's office to work on the project, for interview, discussion and approval. PW-1 also deposed wrongly that on the same day CV of the consultants were provided to the Defendant and were deployed after discussion and approval or that the work of implementation started with effect from 07.10.2021 after agreement on deployment of consultants.
29. In view of these observations, the Plaintiff has failed to prove that Plaintiff had taken approval from the Defendant with respect to CV of consultants or that they were deployed after discussion and approval or that after agreement on deployment of consultants, the work of implementation started with effect from 07.10.2021, from the corporate office at 211, Okhla Phase III, Okhla Industrial Estate, New Delhi- 110020 of the Defendant.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 57 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:01:40 +0530
30. PW-1 has deposed in his examination in chief that the first milestone payment should have been released on or before 07.10.2021, however the said payment was released, after repeated follow-ups and requests, only on 01.11.2021, i.e. after the delay of almost 23 days. The Plaintiff has not filed anything on record to prove as to how these repeated follow ups and requests were made by the Plaintiff.
31. On the other hand, in his affidavit of evidence, which was tendered in his examination in chief, DW-1 stated that the Plaintiff from the very beginning showed its intent by not initializing the project on time i.e. 07.10.2021 and the same was actually started by the Plaintiff almost by the end of October 2021 and since the payments for the implementation were to be made on the basis of milestone achieved as mentioned in the payment schedule, hence an amount of Rs.11,06,250/- was paid to the Plaintiff on 29.10.2021. There has been no cross examination of DW-1 in this respect.
32. Therefore, the Plaintiff failed to prove that there was delay in releasing first milestone payment by the Defendant for the reasons attributable to the Defendant but Defendant has proved that the delay in releasing first milestone payment was attributable to the Plaintiff for not achieving the first milestone payment as per time schedule fixed between the parties under the Purchase Order.
33. Plaintiff has submitted and PW-1 has deposed in his affidavit of evidence tendered in his examination in chief that after reaching the NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 58 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:01:48 +0530 second milestone i.e. after implementation realization (Blueprints sign off), as envisaged in the PO, the second invoice was raised by the Plaintiff bearing no. GST/239/2021-22 dated 15.12.2021, of 20%, which was again released much after the due date i.e. on 28.01.2022, which should have been released earlier.
34. The Defendant and DW-1, in his affidavit of evidence, agreed to have released the said payment but also submitted that from day one, there was no proper understanding of the ASAP with the Plaintiff even after providing the Plaintiff with all the access and entire business model and information of the Defendant.
35. DW-1, in his affidavit of evidence further submitted that after making payment till the 2nd milestone, the Plaintiff on various occasions could not understand the business model of the Defendant and miserably failed to understand the details of the Defendant even at the stage of project initialization. The Defendant has further submitted that Plaintiff was required to send weekly report to the Defendant providing the details of the work done which was never given to the Defendant on time and the Defendant had to remind the Plaintiff again and again for sending the same even at the second phase/milestone. Similar deposition was made by DW-1 in his examination in chief but there has been no cross- examination of DW-1 in this regard.
36. PW-1 deposed that it was agreed that the software would 'Go-Live' on 04th April 2022 and despite continuous delay in release of milestone NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 59 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:01:54 +0530 payments, the Plaintiff continued the work with utmost sincerity and dedication, and the Software SAP S4 HANA was implemented/installed much ahead of the schedule i.e. on 28.03.2022. Go-Live is the time when software becomes available for use. After the time of the Go-Live, a system is officially and formally available to users who can then initiate transactions in the new system. The Go-Live is the culmination of implementation project. PW-1 has also deposed that as the implementation was complete on 28.03.2022, Defendant preponed the Go-Live from 4th April 2022 to 1st April 2022. and "Go-Live' event was celebrated by the Defendant in a big way and the same was live-streamed on 01.04.2022 and many people, including Plaintiff, were invited to watch the Go-Live event.
37. The Defendant has admitted about celebration of "Go-Live' event on 01.04.2022. The Defendant has submitted and DW-1 deposed in his examination in chief that Go-Live typically involves transitioning from the old system to the new system, starting actual use of the new system for day-to-day operations however Go-Live in SAP implementation refers to the successful deployment and operation of the new SAP system without any major issues or disruptions which include factors such as meeting project timelines, staying within budget, and ensuring all functionaries are working properly, and achieving the desired business outcomes. The Defendant has submitted that since the inception of the Go-Live, requirements of distributors of Defendant were not getting fulfilled due to the system failure and stopped showing the requirements or provided the wrong and incomplete orders, which eventually resulted NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 60 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:02:01 +0530 in huge losses to the Defendant. The Defendant has also submitted that when Defendant complained about this, Plaintiff admitted the same and promised to correct the mistake. However, nothing was ever done by the Plaintiff, and the problems became worsened after every coming week. There were various applications/modules which were at halt and the Defendant vide e-mails dated 18.04.2022, 26.04.2022 and 26.04.2022 (which were tendered as Ex. D-7 by DW-1 in his examination in chief) communicated to the Plaintiff that there are various problems which were reflected in the SAP system and no support has been provided by the Plaintiff in respect of the problems related to Go-Live and data upload.
38. Question was put to PW-1 during his cross-examination conducted on 27.05.2025 if it was true that the Defendant had provided their entire business model to Plaintiff and he answered that he was not sure. Another question was put to him if it was true that there were problems coming from day-1 of Go-Live and he admitted that there were some issues on the day of Go-Live. PW-1 stated that the issues were related to master data which was provided by the Defendant. He also stated that there were users who were unable to properly use the system and that the support team of Plaintiff was sitting there to assist them. PW-1 denied the suggestion that even after 30 days, Go-Live was not successful because there were problems just after day-1 of Go-Live.
39. During his cross-examination on the same day, PW-1 admitted that timeline for implementation of the whole project was 7 months i.e. six months for implementation and one-month hyper care support. PW-1 NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 61 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:02:08 +0530 admitted that it was a time bound project.
40. A question was put to PW-1 if it was true that the Defendant just after Go-Live started complaining about system failures to which he answered that there was no system failure. Another question was put to PW-1 if it was true that the Defendant just after Go-Live started complaining about showing incomplete orders to which PW-1 replied that it was irrelevant as there is nothing called incomplete orders.
41. At that stage PW-1 was shown e-mails dated 18.04.2022 at page 111 of documents of Defendant, 25.04.2022, at page 114 of documents of Defendant and 26.04.2022 at page 116 of documents of Defendant, all part of Ex. D-7(Colly).
42. In e-mail dated 18.04.2022, the Defendant had forwarded a trail mail of its employees to Plaintiff animating problems:
"Please create an indent for the company truck tomorrow loading"
"P.R. is not listing here for PO creation."
"PO-stock transfer created under the number 3100000035"
"It should be P.R. no. not P.O."
"MRP reflecting 0.00 on invoice. Please see attached file."
"Expiry date is also not reflecting. Same issue with Surajpur STO"
43. In e-mail dated 25.04.2022, the Defendant had written to the Plaintiff that Amit (The official of Plaintiff with whom the Defendant had been interacting) was not reachable in the last three weeks. There were so many things which were pending related to Go-Live and data upload.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 62 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:02:14 +0530 Defendant are not getting support from the team, they're sitting idle and not able to provide any solution.
44. In e-mail dated 26.04.2022, the Defendant had written to the Plaintiff that Defendant was struggling with so many things. They had yet not seen end to end cycle that was supposed to show during UAT. Consultants of Plaintiff were not updating the Defendant and doing the required/not required changes without concurrence of Defendant. They were not able to answer the queries of the Defendant. Till that date, the Defendant was struggling with sales figures. It was not able to give sales performance or YTD sales. It was also written that SAP implementation team are moving out from the project without information to the Defendant or without giving proper KT 2 available project team. It was asking the same thing again and again. There was no responsible person (SPOC) available at site who could take this forward. Defendant had lost around 8,00,00,000 plus sales in the month of April because of error and slow billing process and so many errors which were not tested. Project could not be completed at part-time efforts. It was also written that the Defendant had been highlighting same thing in last four months.
45. On being confronted with these e-mails, PW-1 admitted that through these mails, the Defendant complained about failure of the Plaintiff and also stated that no resolution was provided to the Defendants. However, PW-1 replied that the Defendant had provided resolution to the complaints mentioned in the said e-mails.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 63 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:02:24 +0530
46. A question was put to PW-1 if he had e-mails where Plaintiff had provided the resolutions of the complaints mentioned in these mails and he answered as "Yes we have provided and also my team was sitting at office of Defendant to provide the support in these kinds of issues."
47. However, PW-1 did not show any such e-mails on record and his statements are bald self-serving statements. Therefore, Defendant successfully proved that Defendant just after Go-Live started (i.e. 01.04.2022) complaining about failure of the Plaintiff and the same were not addressed to by the Plaintiff.
48. DW-1 was cross-examined on 25.07.2025 and 14.08.2025 to know his position in the Defendant and as to how he claimed to be in knowledge or conversant with the facts of the case. DW-1 stated that he was employed with the Defendant since October, 2020. At the time of joining of the company his scope of work was related to IT infra., Security, application/project support. Again said, he joined the company as manger IT, operations and he was reporting to IT Head, namely Raj Kumar Rajput.
49. DW-1 further stated that his current designation is AGM, IT. Still, he was reporting to IT Head, namely Amit Gupta and was working in the same profile even on day of his evidence. He volunteered that he was also looking after the SAP related work since the date of the proposal i.e. 23.08.2021 which is Ex. D-5. Question was put to DW-1:
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 64 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:02:30 +0530 "Q.2 Can you show from the judicial record that you were part of which role of the SAP implementation project?
Ans. No, I cannot find my name in the judicial file. (Vol. Our company IT Head, namely Raj Kumar Rajput used to internally communicate everything related to the SAP Project with the team members which includes me as well).
Q.5 Can you tell the names of the core team of SAP implementation project of the Defendant company undertaken by the Plaintiff?
Ans. Sh. Raj Kumar Rajput, (IT head as well as head of the SAP implementation project), myself Sunil Kumar Yadav, Sh. Sumit, Sh. Ankit Bhatt, Sh. Manish Mishra (sales), Sh. Ravinder Nath Gupta, Sh. Mukul, Sh. Sunit, Sh. Amit Shrivastava (unit head), Sh. Amit Shrivastava (production department) and Sh. Balam Singh."
50. Mr. Raj Kumar Rajput is the Defendant No.2, who was admittedly IT Head in Defendant No.1 Company, at the time of implementation of the Project Order. He, being the IT Head, was interacting with team lead of Plaintiff during the relevant period and copy of many of e-mails were marked to DW-1 by Plaintiff as well as Defendant, many of such e-mails have been tendered in evidence by Plaintiff as well. In view of these observations read with answer to question No.5 by DW-1 as cited above, there is no doubt about DW-1 being well versed with the facts of the case and there is no possibility of DW-1 directly corresponding with Plaintiff as the same was done by Mr. Raj Kumar Rajput, the Defendant no.2, who was admittedly IT Head.
51. The Defendant submitted as well as DW-1 deposed in his examination in chief that the Defendant was struggling with so many NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 65 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:02:37 +0530 implementation-related problems and the said fact was duly communicated with the Plaintiff by various e-mails suggesting the failed Go-Live, however the Plaintiff never paid any heed to the requests made by the Defendant which resulted in losses caused on day-to-day basis.
The Defendant has submitted as well as DW-1 deposed in his examination in chief that the payments were not to be made merely upon the passage of time or the commencement of a phase. They were explicitly and unambiguously contingent upon the achievement of "Success Factors" - "Blueprint Sign-Off," "UAT Sign-Off,"
and "Successful Go-Live." The same has been admitted by PW-1 during his cross examination.
52. The Defendant stated as well as DW-1 deposed in his examination in chief that there are several key aspects which require special attention during the SAP Go-Live phase i.e. Data migration, user training, testing, change management, performance monitoring, support and maintenance but the Plaintiff never provided any support, maintenance and testing for any of the implementation proposed in its proposal which are essential for a successful Go-Live and the Defendant again communicated this fact in its e-mail dated 17.05.2022 (which was tendered as Ex. D-8 by DW-1 in his examination in chief) that there are many issues which are pending pre and post Go-Live and the same have yet not been addressed by the Plaintiff after so many reminders. In the said mail, it was also written that team of the Plaintiff which was to be deployed at the head office of the Defendant were changing without Defendant's knowledge and control which eventually shook the Defendant with losses of almost Rs.8 Crores NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 66 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:02:44 +0530 because of no visibility and system issues. (sales figure of the Defendant were tendered as Ex. DW-1/1 by DW-1 in his examination in chief) However. the Plaintiffs instead of admitting and correcting its wrongs stuck on the remaining payment for UAT.
53. DW-1 was cross-examined in respect of these submissions on 29.08.2025. A question was put to him whether it was correct that Defendant did not make the payment to Plaintiff despite the amount being due in terms of purchase order qua Go-Live and further milestone payments even after the repeated demands through e-mails dated 10.08.2022, 04.08.2022 and 17.07.2022, all part of Ex. D-7(Colly) as well as of Ex. P-10.
54. DW-1 replied that payment was not made because the Go-Live was not successful and there were many issues relating to Go-Live implementation. Again, the question was put to him if DW-1 head ever intimated to the Plaintiff about the same, DW-1 replied that Mr. Raj K Rajput intimated the Plaintiff about the same. DW-1 was asked to show from the judicial record as to where Mr. Raj K Rajput intimated the Plaintiff about the same and DW-1 showed page No.124-135 both the documents filed by the Plaintiff. DW-1 was asked that the e-mails at page No.124-135 were mostly of the Plaintiff demanding the outstanding payment for the work done by the Plaintiff for the event Go-Live. DW-1 admitted that to be correct but submitted that there are certain replies to the e-mails sent by the Defendant to the Plaintiff.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 67 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:02:50 +0530
55. DW-1 denied the suggestion that Defendant sent no e-mails during the 30 days period after the "Go Live" date with regard to any issues with respect to "Go Live". The Defendant had written e-mails dated 18.04.2022, 25.04.2022, 26.04.2022 to the Plaintiff complaining about issues with respect to Go-Live which fall within 30 days period of Go- Live Date. The Plaintiff cannot harp upon the fact that the Defendant did not write even a single E-mail to the Plaintiff regarding that the "Go Live" was not successful because of not using the expression "not successful". The contents of the e-mails dated 8.04.2022, 25.04.2022, 26.04.2022, 17.05.2022, 23.06.2022, 05.07.2022, 08.07.2022, 18.07.2022, 20.07.2022, 22.07.2022, 25.07.2022, 01.08.2022, 16.08.2022, 13.09.2022, 20.09.2022 sent by Defendant to Plaintiff speak volume about the Go-Live being incomplete which means and implies not successful Go-Live as well.
56. Therefore, testimony of DW-1 remained unshaken even after lengthy cross-examination by learned Counsel for Plaintiff and Defendant proved that the Plaintiff did not achieve the milestones for which the invoices have been raised by the Plaintiff towards those unachieved milestones i.e. stage of Successful Go Live, Successul Quarter End and Successful Year end.
57. A perusal of page no. 124-135, part of Ex. D-8, proves that submissions made by Defendant that Go-Live was not successful are correct. While the Plaintiff kept on writing e-mails from 21.04.2022 to the Defendant to make its payment including the e-mail dated 21.06.2022 NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 68 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:02:57 +0530 sent at 11.48 a.m. that since the payment had not been made for UAT phase and the Plaintiff had made the Defendant Go-Live, the Plaintiff had decided to pull back its team from the project until its payment got cleared from 22.06.2022. On the same day at 12:14 PM, the Defendant wrote to the Plaintiff that there are lots of issues teams are facing post Go- Live which have not been cleared. It was also stated that there were few development objects which had yet not been delivered. There were certain showstoppers developments in sales which were also pending. Promoters were also not happy with the deliverables especially reporting parts. The Defendant requested the Plaintiff to ask its team to complete those on priority. Because of the duress exercised by the Plaintiff that it is withdrawing its team, the Defendant wrote to the Plaintiff that they are pushing for the UAT milestone payment so that it could be cleared soon. The problems highlighted in the e-mail dated 22.06.2022 sent at 12:14 PM by the Defendant fully support the submissions made by DW-1 in his examination in chief and by the Defendants in their written statement.
58. In response, the Plaintiff wrote in the e-mail dated 22.06.2022, Part of Ex. P-10, sent at 04:48 PM that:
"SAP Implementation is a very big change for any organization and requires lots of change management, things take time to stabilize, for that reason hyper care support is must for any implementation success. From last almost three months do as per our contract hyper care support is to be managed in onsite/ offsite model but we have ensured involvement of at least one-2 senior consultants at your office on onsite mode only. There were incidents of wrong master data provided by business multiple times, or teamwork obviously made arduous efforts to upload the NEERA CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 69 of 108 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:03:03 +0530 same. Providing training multiple times as and when required and upon request addressed multiple change requirements which is not part of original requirement. We had gone extra mile and still willing to make this implementation a success and reputed organization like Baidyanath our reference customer but it's not possible for us to work without payment, we have completed the hyper care support timelines of two months and also have already delivered 70 RICEF items as per our proposal. It's been 52 days over and above hyper gear support times, but we still haven't received our payment of UAT and Go-Live.
You are requested to clear the outstanding up till Go-Live and also let us know the support model you wish to work upon in meantime we are pulling the team from onsite, until we get clarity on payment and support model.
We once again like to assure you that we will deliver whatever is committed as per the proposal once we get clarity."
59. The contents of this mail clearly support the submission of the Defendant that Plaintiff had not completed the milestone of Go-Live successfully even on 22.06.2022 and Plaintiff had admitted that there were obstacles/problems in implementation of SAP even on 22.06.2022 because of the reasons cited in this e-mail cited above.
60. Plaintiff has submitted that Defendant has taken a new defence of Plaintiff exercising duress on the Defendant by sudden on-site withdrawals from the site of Defendant compelling it to make payment which was not taken in its written statement and cannot be therefore taken into consideration at the stage of final arguments. The Plaintiff has relied on Ladli Prasad Jaiswal Versus Karnal Distillery Co. Ltd. & Ors, 1962 SCC OnLine SC 38 and The Dhanlaxmi Bank Ltd. Versus M/s Ananth NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 70 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:03:09 +0530 Oil Extraction Ltd., RFA No. 347 of 2005, Decided on 20.01.2025 in support of the said submission.
61. The submissions of Plaintiff in this regard are incorrect. The relevant paragraphs of Written Statement which have been deposed by DW-1 in his examination in chief which pertain to Plaintiff exercising duress on Defendant are reproduced hereinbelow:
"Defendant, in order to save its company, had put all its efforts in requesting the Plaintiff to resolve the numerous issues with respect to the Go-Live and all its grievances/ complaints were unheard due to which the whole project of SAP implementation miserably failed and resulted in the loss of business of the Defendant. Plaintiff, on numerous occasions, removed their consultants from the Defendant's office only in order to pressurize the Defendant to agree to its unethical and illegal demands of payment for Go- Live, wherein the Defendant company was struggling to get the successful Go-Live from the Plaintiff even then instead of accusing the Plaintiff for breach of its performance and obligation, Defendant always requested the Plaintiff for a proper implementation but the Plaintiff severely failed in performing their obligation. Defendant in order to save its establishment from more losses again sent various e-mails on 16.08.2022, 12.09.2022, 13.09.2022, 16.09.2022, 19.09.2022, 20.09.2022 and sought assistance over the issues which were pending since Go-Live but the Plaintiff never resolved any of the issues."
"Defendant was struggling with so many implementation related problems and the said fact was duly communicated to the Plaintiff by various e-mails suggesting the failed Go-Live, however the Plaintiff never paid any heed to the requests made by the Defendant which resulted in losses caused on day-to-day basis. Defendant duly made payment till the 3 rd phase/ milestone and the Plaintiff knowing that the Defendant is struggling with a lot of issues with the Go-Live and instead of correcting the issues and NEERA CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 71 of 108 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:03:15 +0530 their mistakes, always threatened the Plaintiff to bow down to their unlawful demands without successfully implementing the Go-Live."
"The whole implementation was to be completed within a span of 7-8 months from the first milestone payment, however the Plaintiff failed to resolve the problems w.r.t. the implementation as well as Go-Live. The implementation of the project handled by the Plaintiff miserably failed and instead of correcting their mistake for a successful Go-Live, always threatened the Defendant to release the payment of Go-Live milestone without successfully achieving the Go-Live. Go-Live was never successful and had numerous issues and the Plaintiff instead of refunding the huge sum paid by the Defendant for SAP implementation, shamelessly kept on seeking the payment for Go-Live, even after being in own knowledge that the Go-Live implementation was totally failed by the Plaintiff."
62. The expressions pressurizing and threatened are nothing short of duress and has been successfully raised as a defence by the Defendant as demonstrated from the above -cited paragraphs of written statement and affidavit of evidence of DW-1 and therefore judgments relied upon by the Plaintiff do not apply to the facts of this case. Rather learned Counsel for Plaintiff has cross- examined DW-1 on these aspects on 06.10.2025 and 08.10.2025 as reproduced below:
Cross examination of DW-1 conducted on 06.10.2025.
"Q.53 Is it correct that Plaintiff has left the work in July, 2022 because of the non-payment by the Defendant company and the same was intimated to the Defendant vide e-mail dated 08.07.2022, however, the Plaintiff resumed the work after receiving the part payment on 12.07.2022as well as commitment for further remaining payment?
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 72 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:03:23 +0530 Ans. Yes. (Vol. The team left our office in April, 2022, July,2022 and in August, 2022 without informing and without knowledge transfer and without handing over the system to the Defendant. We paid for milestones which was never achieved. There is also an e-mail dated 04.07.2022 where it is stated that Go-Live items are still pending which will be completed by 30.07.2022.) Q.54 If there are so many issues on 04.07.2022 why did you make the part payment on 12.07.2022?
Ans. The payment was done in a good faith so that the items which were mentioned in their proposal can be achieved. We cannot go back as we wanted to get the work done as we were facing huge losses.
Q.70 Do you have any idea when the Plaintiff company has stopped working for the Defendant?
Ans. Yes, I am aware. (Vol. April, 2022, July, 2022, August 2022 and in October, 2022 the Plaintiff permanently left without informing).
Q.71 According to you the Plaintiff company left the Defendant company in April, 2022, July, 2022 and August,2022 without any intimation to the Defendant, then why the Defendant company invited the Plaintiff company back to the Defendant company after April, 2022, July, 2022 and August,2022?
Ans. Because our company was stuck in between and we needed to get the work done. Any professional service provider don't do such act of leaving the work in between without giving Knowledge Transfer and system handover.
Q.72Did the Plaintiff company returned back on your words or assurance of payment for the work done for the period mentioned in previous question? What do you have to say?
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 73 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:03:36 +0530 Ans. There is no payment issues from the Defendant company. We have already done 3 milestone payment without the Plaintiff performing in SAP Project.
Q. 73 Did the Defendant company requested to the Plaintiff company to return after they left in October, 2022? Ans. Yes. The Defendant company requested to the Plaintiff company to return after they left in October, 2022. (Vol. There was no response from the Plaintiff side).
Q.74 Is it correct that the Plaintiff company returned back after April, 2022, July, 2022 and August 2022,only on the Defendant company's false promise to make outstanding payment to the Plaintiff?
Ans. No. (Vol.When we have paid 65 percent on the basis of milestone and it is clearly mentioned on the agreement as to when the payments need to be released or due. There is no successful go live)."
Cross examination of DW-1 conducted on 08.10.2025.
Q.81 Is it correct that e-mails dated 18.04.2022, 25.04.2022, 26.04.2022, 17.05.2022, 23.06.2022, 05.07.2022, 08.07.2022, 18.07.2022, 20.07.2022, 22.07.2022, 25.07.2022, 01.08.2022, 16.08.2022, 13.09.2022, 20.09.2022 were written in response to repeated payment demands made by the Plaintiff and has nothing to do with any issues with the SAP, What you have to say?
Ans. It is wrong. (Vol. These are the e-mails in respect of the issues raised multiple times and then also no resolution was given by the Plaintiff. As per the e-mail dated 04.07.2022 the owner of the Plaintiff himself admitted the fact that there are issues pending with respect of to Go-Live and also promised that they will solve the same by 30.07.2022 but the team of the Plaintiff has left out the 08.07.2022 and issues were never resolved).
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 74 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:03:41 +0530 Q.83 Have you ever asked for refund of the milestone payment made by Defendant to the Plaintiff?
Ans. No. (Vol. We wanted the get the work done on priority basis and that's why we have made 3 payments to the Plaintiff to get the functioning of the business. As we were facing huge losses day by day). (Objection raised by the Counsel for the Plaintiff that the witness is avoiding to answer the questions and trying to put his case in voluntary).
Q.89 When were you informed by Sh. Raj K. Rajput about the decision to dispute the Plaintiff's services?
Ans. I was informed in the month of October, 2022 by Sh. Raj K. Rajput about the decision to dispute the Plaintiff's services as the Plaintiff has abandoned the project in the mid of implementation of SAP due to which huge losses were occurred.
Q.90 Are you also involved in the financial matters of the Defendant company?
Ans. No. There is another department which look after the financial matters of the Defendant company.
Q.95 The issues raised in e-mails dated 18.04.2022, 25.04.2022, 26.04.2022, 17.05.2022, 23.06.2022, 05.07.2022, 08.07.2022, 18.07.2022, 20.07.2022, 22.07.2022, 25.07.2022, 01.08.2022, 16.08.2022, 13.09.2022, 20.09.2022 referred in question no.65 have a reason because of the wrong master-data provided by the Defendant company to the Plaintiff?
Ans. No, this is wrong. (Vol. We have provided all the data to the Plaintiff as and when required and it was the duty and responsibility of the Plaintiff to check and arrange before uploading the same).
Q.96 All the issues referred in the e-mails dated 18.04.2022, 25.04.2022, 26.04.2022, 17.05.2022, 23.06.2022, 05.07.2022, 08.07.2022, 18.07.2022, 20.07.2022, 22.07.2022, 25.07.2022, NEERA CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 75 of 108 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:03:47 +0530 01.08.2022, 16.08.2022, 13.09.2022, 20.09.2022 were duly resolved by the Plaintiff despite non-payment of the invoices, what do you have to say?
Ans. It is incorrect. The issues were never resolved but still we have made three payments to the Plaintiff.
63. The payment schedule does not provide for payments to be made at the stage of reaching the milestone of Go-Live but at the stage of Successful Go-Live which was not delivered by the Plaintiff to the Defendant. Rather the contents of the e-mail dated 22.06.2022 shows that the Plaintiff had not even signed off User Acceptance Testing by that time.
64. NK was the team lead of the Plaintiff at the time of providing the SAP service. A question was put to PW-1 as to who the team lead of the Plaintiff was at the time of providing the SAP service and at the time of Go-Live. PW-1 answered that Mr. Amit Gupta was the team lead who was deputed by the Plaintiff in the office of Defendant. A question was put to PW-1 if Mr. Amit Gupta had filed his resignation before Go-Live and he admitted that to be correct. admitted that Mr. N.K. Singh replaced Mr. Amit Gupta who was already working with the Plaintiff.
65. In the e-mail dated 01.07.2022, at page 168 of documents of Defendant, part of Ex. DW-1/3(Colly), the Defendant wrote to the Plaintiff that it had shared issue list with Mr. NK (the lead member of the Plaintiff) and requested to share timelines and additional efforts wherever NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 76 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:03:53 +0530 the same were applicable. The Defendant had written to the Plaintiff that full payment up to UAT would be released after that.
66. In response, the Plaintiff wrote an e-mail dated 04.07.2022, at page No.168 of Documents of Defendant, part of Ex. DW-1/3(Colly) and the contents thereof leave no doubt that the Plaintiff had not completed the stage of successful Go-Live as the Plaintiff had written to the Defendant that would complete that by 30th July, 2022 and Plaintiff would be focusing only on Go-Live till then. This also implies that the Plaintiff had itself kept other issues in abeyance at least till 30 th July, 2022 and still claim that Plaintiff had done additional work. However, the mails exchanged between the parties from July, 2022 to October, 2022 reveal not only the number of unresolved issues / problems highlighted by the Defendant repeatedly to the Plaintiff and Plaintiff addressing to them in part and repeatedly writing to the Defendant to release its payments under the Invoice of UAT coupled with thrice withdrawal of its support team and eventually abandoning the project in October, 2022. Therefore, the Plaintiff has not brought anything on record to show that it achieved completion of milestone of even Go-Live much less successful Go-Live.
67. Plaintiff had segregated the list of open items as:
"1. Go-Live items: these are the items for the Go-Live times and we will complete them by 30th July.
2.Closed: These are already closed. If SBAB teams find anything open, we can discuss.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 77 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:03:59 +0530
3. New requirement: These are entirely new requirements in terms of functionality/change request or new report.
4. Others: This is a mix of requirements of which some of them can be covered as part of support. Some of them require clarification/discussion and then can be classified as support or new requirement.
We need your support contract from month of May 2022. Any development above 70 RICEF items still need to be paid as per the contract and discussion. We will send the efforts already done for additional RICEF.
Payment should be done ASAP and Go-Live by 31st July after completion of Go-Live items. We will be only focusing on Go-Live items this month and any new requirement will be addressed later."
68. PW-1 has deposed that vide e-mail dated 5th July, 2022 at page No.131, part of Ex. P-10, Plaintiff sent a mail to the Defendant enclosing the revised list after discussion. However, the Plaintiff has not placed the printout of the said revised list on record and in absence of filing the same cannot rely on that.
69. In response, on 8th July 2022, at page No.130 lower portion, part of Ex. P-10 the Defendant wrote to the Plaintiff that it had gone through all the issues and there were few issues marked in the closed which needed to be a part of Go-Live issues and that Defendant had created one more sheet with these issues Go-Live (SBAB). It was also written that he had updated the sheet and requested Plaintiff to confirm with final commitment date of delivery for all pending issues.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 78 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:04:05 +0530
70. In the reply mail sent on the same date i.e. 8 th July, 2022 at page No.130 upper portion, part of Ex. P-10, at 02.54 pm by the Plaintiff to the Defendant, the Plaintiff expressed its disagreement over some of the items and also stated that since the payment was not made to it for UAT Stage, it was withdrawing its support completely from that day itself and would only resume once its payment gets cleared.
71. In response mail sent by the Defendant to Plaintiff on the same date at 05.16 pm, at page No.129, part of Ex. P-10 the Defendant had assured that payment of Plaintiff would be made as early as possible and requested the Plaintiff to restore the team of Plaintiff at its office.
72. It was on 12.07.2022 as reflected in the e-mail dated 12.07.2022 written by Defendant to the Plaintiff, at page No.127, part of Ex. P-10 that Defendant made payment of third milestone to the Plaintiff and informed the Plaintiff that Defendant was facing few showstopper issues during the dispatches and requested the Plaintiff to ask its team to respond and resolve the same on priority.
73. In response the Plaintiff confirmed about receiving the payment from the Plaintiff and requested to release the Go-Live payment as well add to confirm on support model and additional development cost vide its e-mail dated 12.07.2022 at page No.127 upper portion, part of Ex. P-10.
74. The Defendant did not respond and on 13.07.2022, the Plaintiff wrote an e-mail at page No.126 lower portion, part of Ex. P-10 to the NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 79 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:04:12 +0530 Defendant that in continuation of their discussion, Mr. NK and Vijay would be coming to office of Defendant company from next day to work on the item which are marked in the first sheet (Go-Live) off the attachment and that support team of Plaintiff was available from off site till weekend add Defendant was requested to finalize the support model for smooth operations.
75. The Defendant did not respond but the said mail at page No.126 lower portion, part of Ex. P-10 shows that even till 13.07.2022, the milestone of Go-Live was not achieved by the Plaintiff.
76. On 16.07.2022, the Defendant wrote at page No.125 lower portion, part of Ex. P-10 to the Plaintiff to instruct its team to give daily updates on progress of developments, and issue resolving and also to instruct its team to conduct training for all kinds of master data. The Defendant had also written that there were many issues those markets closed but still having issues and that they were taking their team so that process could run smoothly. The Defendant had requested the Plaintiff to share on site 2 resource one project manager level (NK or similar to him) add 1 FICO consultant and thereafter to share the revised proposal.
77. In response, vide e-mail dated 17.07.2022 written by Plaintiff to Defendant, at page No.127 upper portion, part of Ex. P-10, the Plaintiff responded that it had asked its team to share weekly updates and that the Plaintiff would adhere to shared timelines and would align the training as well first job the revived support proposal was also attached. Thereafter, 2 NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 80 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:04:19 +0530 mails were written by the Plaintiff to the Defendant i.e. on 04.08.2022 and 10.08.2022 to accept the revised SAP AMS proposal but no response of Defendant has been produced by the Plaintiff. During his cross examination, a question was put to DW-1 if the Defendant had replied to this mail, he stated that he was not aware.
78. All e-mails from 124-135 were placed on record by Plaintiff and were admitted by Defendant and were therefore exhibited as Ex. P-10 which were tendered by PW-1 in his examination in chief.
79. These e-mails prove that not only the Go-Live milestone was not achieved by the Plaintiff but also that to make the Defendant succumb to its demands, the Plaintiff kept the Defendant under duress by telling that it would withdraw its team from the site of the Defendant and actually withdrew its team and it was only after receiving of the payment of third milestone that the Plaintiff resumed its team despite being aware of the hardships being faced by the Defendant because of unsuccessful implementation of Go-Live. There is no merit in the submission of the Plaintiff that Defendant had nowhere stated in any of its e-mail that Go- Live was not successful.
80. During his cross examination conducted on 10.09.2025, DW-1 was asked if he could identify from the court record that in which test of SAP implementation he was involved and he answered that there was nothing on record. He volunteered that he was part of multiple UAT tests of SAP implementation and that there was no document for UAT testing but after NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 81 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:04:27 +0530 UAT testing whatever the findings or issues, the set issues or findings were communicated to Plaintiff again and again. He also stated that those issues were not resolved even then. He was asked to show from the court record any document in respect of the said issues with regard to tests which Defendant had communicated to the Plaintiff again and again.
81. DW-1 showed e-mail dated 18.04.2022, 25.04.2022, 26.04.2022, 17.05.2022, 23.06.2022, 08.07.2022, 18.07.2022, 19.07.2022, 20.07.2022 and 16.08.2022.
82. In e-mail dated 17.05.2022, Ex. D-8, the Defendant had written to the Plaintiff that there were many issues pending pre and post Go-Live which were not yet addressed despite so many reminders. Team of Plaintiff was changing without the concurrence of Defendant and there are no control or updates. It was also written that quality of people not yet improved. Full Baidyanath project was running in part time mode. Unfortunately, highlighted points of Defendant were removed from the trail mail, and he did not know how Defendants would get the solution and who was working on the issues. It was also written that Defendant had lost around 8 Cr because of non-visibility and system issues.
83. In e-mail dated 23.06.2022, Ex. DW-1/2, the Defendant had shared with the Plaintiff sheet of issues of all departments on which Defendant were working with Plaintiff. with respect to the various services which were to be implemented at the time of Go-Live, however due to the NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 82 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:04:33 +0530 Plaintiff's failure to effectively implement the Go-Live, the whole system of the Defendant became futile.
84. During his cross-examination, PW-1 was confronted with Final Implementation Proposal dated 23.08.2021, Ex. P-5, and a question was put to him if it was correct that the Final Implementation Proposal consisted almost around 120 number of services and in the proposal, the task of the Plaintiff was to execute each and every requirement mentioned by Plaintiff in the Final Implementation Proposal. An objection was taken by learned Counsel for Plaintiff that since the services are not numbered and the question is not identifying which services are being pointed out to the witness, the question is incomplete. However, PW-1 replied that Plaintiff provided more services than were mentioned in Final Implementation Proposal.
85. Defendant with a view to get the clearer picture and to have the resolution for the pending implementation, which was to be completed before Go-Live, shared the list of issues w.r.t the SAP implementation sent a list of total 178 implementations, out of which 118 implementations were pending at the end of the Plaintiff till 23.06.2022, which was to be implemented and completed at the time of Go-Live which makes it clear that the Plaintiff never paid any heed in giving the services, which was stipulated in the proposal. The Defendant has referred to and relied on e-mail dated 23.06.2022, Ex. DW-1/2 which is at page 139 of documents of Defendant. During cross-examination of PW-1 on 27.05.2025, a question was put to him whether it was true that the NEERA CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 83 of 108 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:04:42 +0530 Plaintiff sent the list of issues/ problem along with the status as on 23.06.2022, however, out of 178 list of problems/ issues, 118 implementations were still pending at that time to which he answered that it was incorrect.
86. However, mere denial does not prove the contention of the Plaintiff. DW-1 was confronted with Ex. PW-1/7 and a question was put to DW-1 if it was the exhaustive list of the work executed by Plaintiff for the Defendant in respect of SAP implementation and he denied the same. Ex. PW-1/7 is the document about which PW-1 has deposed in his affidavit of evidence that during execution, a list of doable is jointly prepared, in general, after the installation, to identify and then rectify the identified defects, if any, and in the present case also a list was prepared for overall discussion and trouble areas which was duly resolved(closed) in the relevant time and Defendant had deliberately concealed about the said list. It is noticed that the said list was filed as Annexure Z-1 by the Plaintiff alongwith replication which is a photocopy and described as list of status of pending items. It does not bear any date or signatures. It has not been explained as to how and when the same was prepared, by whom it was prepared, to whom it was sent and through which mode. Further in the said list also there are many items which were not closed and are being reflected as pending. Its original was also not brought before the court at any point of time. Therefore, Plaintiff failed miserably to prove Ex. PW-1/7, which has been relied upon by Plaintiff to allege that it had closed all the issues with the Defendant through Ex. PW-1/7.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 84 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:04:48 +0530
87. The Plaintiff has not brought on record anything to show that these 118 implementations were not pending even as on 23.06.2022 or were addressed and resolved at a later stage by the Plaintiff, thus proving that the Plaintiff had not achieved the milestone much less successful milestone of Go-Live.
88. Questions were put to PW-1 on 27.05.2025 if the Plaintiff provided P&L, Debtors and creditors account statement and auto batch updation. PW-1 stated that he could tell after checking the records. He produced EX. PW-1/17 i.e. Business Blueprint in support of his this submission on 11.06.2025 and admitted that it was a part of Business Blueprint and stated that Plaintiff had completed all the services as per the business blueprint which is Ex.PW1/17 without production of any document in support of said submission. Thus, Plaintiff failed to prove that it provided Debtors and creditors account statement to the Defendant.
89. Another question was also put to PW-1 on 27.05.2025 if the Plaintiff provided FIORI services to the Defendants and PW-1 answered as 'Yes'.
90. Another question was put to PW-1 on 27.05.2025 if the Plaintiff provided Creditors statement, fixed assets accounting, depreciation accounting and e-comm order wise account to the Defendants and PW-1 answered as 'Yes'. He also stated that he had proofs that he had provided creditors statement, fixed assets accounting, depreciation accounting and NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 85 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:04:55 +0530 e-comm order wise accounting and he could bring the same on the next date.
91. On the same date, during his cross-examination, PW-1 denied the suggestion that Plaintiff was bound to develop 70 RICEF and FIORI Apps, however Plaintiff was only able to develop 48 RICEF and FIORI Apps were never provided or completed.
92. On the next date of his cross-examination, Plaintiff produced document with respect to Profit and loss statement and same was exhibited as Ex.PW-1/12 running into three pages. He denied the suggestion that those documents did not pertain to Profit and loss statement. However, on perusal of Ex.PW-1/12, it is noticed that It contains e-mails written by finance department of Defendant to Plaintiff company to provide balance sheet format to incorporate in report format commencing from 18.02.2022 and it was on 23.09.2022 that the Plaintiffs wrote to Defendant that it had shared the financial statement version on QAS Server for testing. Thus, the financial statement was supplied by the Plaintiff that too for testing after 7 months of repeated requests by the Defendant.
93. In regard to FIORI Apps provided to the Defendant, PW-1 produced documents tendered as Ex.PW-1/13 running into 16 pages. PW-1 denied the suggestion that those documents did not pertain to FIORI Apps.15 pages of said documents are excel sheets attachment to NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 86 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:05:00 +0530 the first page of the e-mail dated 06.06.2022 sent by Plaintiff to Defendant and reads as:
"I pulled out a complete list of available FIORI apps for our SAP Version . I also selected some 40 relevant and useful apps which businesses can utilize. These are marked in yellow in the attached excel sheet please look into the third sheet.
Please let me know if you are also in the same line with me on this I will ask my team to activate these apps to the SAP FIORI"
94. PW-1 denied the suggestion that Plaintiff had not provided even a single number of FIORI Apps which had worked correctly and the Defendants were facing serious issues with respect to the same and stated that Plaintiff delivered all the Apps totalling to the number 11 and all are working properly. However, the contents of this e-mail leave no doubt that Ex. PW-1/13 is not a document pertaining to or proving the FIORI Apps by the Plaintiff to Defendant but are mere proposed FIORI Apps which the Plaintiff would have activated. but there is no document placed on record by the Plaintiff that the same was so activated. Therefore, the Plaintiff failed to prove that it provided FIORI Apps to the Defendant.
95. On being asked about the proof with respect to Auto Batch updation during stock transfer, provided to the Defendants. PW-1 tendered one page document as Ex.PW-1/14. Ex. PW-1/14 contains e- mail dated 20.04.2022 written by one A Shukla of Plaintiff to other person of Plaintiff and containing trail mail dated 20.04.2022 on the same page written again by another person of Plaintiff to other persons of NEERA CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 87 of 108 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:05:06 +0530 Plaintiff having the subject matter of the Mail as Baidyanath Batch Determination Process on Outbound Delivery. Cross-examination in respect of this document is reproduced below which is self -speaking that the said exhibit does not pertain to Auto Batch updation during stock transfer:
"Ques. I say that this document Exh.PW-1/14 is an internal document/ e-mail in your company and it does not by any stretch of imagination proves that you have provided auto batch updation during stock transfer, what you have to say about it?
Ans. This document is related to Defendant SAP implementation and the e-mail correspondence is between the technical of the Plaintiff. We will submit more documents to show that auto batch updation was completed for Defendants.
No further documents were produced by PW-1.
96. In relation to e-comm order-wise accounting, cross examination of PW-1 is reproduced as:
"Ques. In the previous date of cross examination dated 27.05.2025 of PW-1, you had said that you will bring the proofs with respect to details of e-comm order wise accounting, provided to the Defendants. Have you brought the same today?
Ans. Yes I have brought the same and same is Exh.PW-1/15 which is running to 4 Pages.
Ques. This document Exh.PW-1/15 clearly reflect that E-comm stock update and returns was not working and were having serious issues, what you have to say?
Ans. This document proves that the Plaintiff has corrected all the changes as requested by the Defendants in reference to the e-comm accounting program."
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 88 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:05:13 +0530
97. The said submission of DW-1 is correct. Ex. PW-1/15 is e-mail dated 07.10.2022 written by Plaintiff to Defendant in response to e-mail dated 03.10.2022 by Defendant to Plaintiff about four problems. The said e-mail dated 03.10.2022 is mentioned in trail mail and is reproduced below:
Following things observed in ZECOMM testing:
File upload is having issues. It is rejecting the records, difficult to trace. As per ETL best practices, first it should be loaded in Z table then it should be used for other activities.
Ecom Sales Stock Update is not working. Currently it is having limit of 999 entries, it needs to be increased to cater the current requirements.
Return is not working-return upload and execution. Return status column need to be added in ecom sales report.
Remittance- we will confirm after getting solution on return file.
98. In reply dated 07.10.2022 to this e-mail, the Plaintiff wrote:
Ecom Sales Stock Update is not working. Currently it is having limit of 999 entries, it needs to be increased to cater the current requirements.(DONE).
Return is not working-return upload and execution. Return status column need to be added in ecom sales report. (DONE).
99. There is no response to other two problems/issues raised by the Defendant in its e-mail dated 03.07.2022 sent to Plaintiff.
NEERA BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:05:20 +0530 CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 89 of 108
100. This document, Ex. PW-1/15, proves that even till the stage prior to Plaintiff abandoning the project in October 2022, the Plaintiff was addressing to the problems being faced with implementation of Go Live milestone and many were left unresolved and still Plaintiff claims that it had done additional works after alleged completion of Go Live milestone.
101. This document, Ex. PW-1/15, also proves that correspondences were being exchanged between the Plaintiff and Defendant even after 16.08.2022.
102. During his cross- examination conducted on 31.05.2025, PW-1 admitted that Plaintiff had received the 65% of the total payment till UAT testing. He also admitted that apart from 65% of the total payment, the Defendants had also paid approximately Rs.37,00,000/- to purchase the SAP License from the Plaintiff. PW-1 also admitted that fourth milestone payment i.e. 25% of the contract amount was to be made in 30 days of Go-Live and also that Successful Go-Live is the success factor of the milestone.
103. A question was put to PW-1 whether it was true that Plaintiff withdrew its team abruptly without performing the duties in the contract and left in October, 2022 while majority of work was still pending which he denied and stated that Plaintiff never withdrew my team abruptly and contract of Plaintiff was over in the month of April, 2022 and team of Plaintiff was working in good faith and Defendant's company had promised separate contract for the additional work we were doing for the NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 90 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:05:28 +0530 Defendant. PW-1 was asked if Plaintiff raised any additional invoice for the additional work while Plaintiff was working with the Defendant's company and he answered as 'Yes'. However, after seeing the invoice for additional work, he stated that the date of the invoice raised to the Defendant for additional work, Exh.P17, he stated that it was dated 31 st March, 2023. The replies of PW-1 are incorrect in view of own admissions of Plaintiff in its reply mail dated 07.10.2022 that the two issues raised by the Plaintiff in the implementation of SAP S4 HANA software were resolved in October 2022 and therefore the milestone of Go-Live much less successful Go-Live was still not achieved by the Defendant. Bill for additional work was also not raised by Plaintiff before abandoning the project which PW-1 admitted after seeing the date on invoice, Ex.P-17.
104. The Plaintiff had cross-examined DW-1 in respect of e-mail dated 23.06.2022 as well in many of these above cited questions but failed to shake his duly corroborated testimony which proves the submission of Defendant that Defendant with a view to get the clearer picture and to have the resolution for the pending implementation, which was to be completed before Go-Live, shared the list of issues w.r.t the SAP implementation sent a list of total 178 implementations, out of which 118 implementations were pending at the end of the Plaintiff till 23.06.2022, which was to be implemented and completed at the time of Go-Live which makes it clear that the Plaintiff never paid any heed in giving the services, which was stipulated in the proposal.
NEERA BHARIHOKE Digitally signed CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 91 of 108 by NEERA BHARIHOKE Date: 2025.12.20 13:05:38 +0530
105. The e-mail dated 08.07.2022 written by the Defendant to the Plaintiff has already been referred above where the Defendant had requested the Plaintiff to share committed date on revised issue list tracker and had also requested the Plaintiff to restore the team of Plaintiff which had left the corporate office of Defendant.
106. In e-mail dated 18.07.2022 at page No.171, part of Ex. DW- 1/3(Colly.), the Defendant had written to the Plaintiff that E-way bill and invoice program of Defendant was not stable and from day one, the Defendant was continuously facing issues. It was also written that if any issue occurred it took a lot of time to resolve. The Defendant had also requested the Plaintiff to connect with the developer and get all issues resolved.
107. In another e-mail dated 18.07.2022, at page No.171 lower portion, part of Ex. DW-1/3(Colly.), the Defendant had written to the Plaintiff that there was error "data mismatch" while going for E-way bill preparation. The screenshot was shared with the Plaintiff and the Plaintiff replied to the said mail vide e-mail dated 18.07.2022 that data mismatch error had been resolved at page No.175, middle portion, part of Ex. DW-1/3(Colly.) which shows that even till 18.07.2022, Plaintiff was unable to stabilize the implementation of Go-Live.
108. In another e-mail dated 18.07.2022, at page No.175, part of Ex. DW-1/3 (Colly.), the Defendant had written to the Plaintiff that the NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 92 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:05:46 +0530 program was not stable since Go-live and most of the time, the team of the Plaintiff was not reachable to support.
109. In e-mail dated 19.07.2022, at page No.173 middle portion, part of Ex. DW-1/3 (Colly.), the Defendant had written to the Plaintiff that it was not the first time that the program was having huge dependency on Plaintiff. It would not work in that way. The Defendant had written to the Plaintiff that program should be flexible and robust enough to handle these changes and that Defendant could not be dependent on Plaintiff where support response was very slow or most of the time the calls of the Defendant or its teams were unanswered. The Defendant had also requested the Plaintiff to do proper testing and make this stable. No reply to the same was given by Plaintiff.
110. In e-mail dated 20.07.2022, at page No.174, middle portion, part of Ex. DW-1/3 (Colly.), the Defendant had written to the Plaintiff that Issues in purchase register had not been resolved as yet as well as GST clear tax integration was also not done. The Defendant had written to the Plaintiff that therefore he was unable to do GST filing with inappropriate data getting from SAP. The Defendant requested the Plaintiff to resolve the pending issues mentioned in attached sheet that the Defendant could file the GST returns. No reply to the same was given by the Plaintiff.
111. In e-mail dated 22.07.2022, at page No.176, part of Ex. DW-1/3 (Colly.), the Defendant had written to the Plaintiff that the promoters of the Defendant were out of India as already informed and they were NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 93 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:05:53 +0530 having limited access and availability. The Defendant had also written to the Plaintiff that the Defendant was working on support proposal and trying to close as soon as possible. Development work was very slow for Go-Live competed objects. The Defendant had requested the Plaintiff to assign another developer for parallel working. No reply to the same was given by the Plaintiff.
112. The Plaintiff has not filed any of these e-mails i.e. Ex. DW-1/3 (Colly) as that would have brought to surface the deficiencies in implementation of UAT and Go-Live / inability of the Plaintiff to achieve these milestones despite the expiry of period of 7 months of Purchase Order and despite knowing that time was essence of the agreement.
113. In e-mail dated 16.08.2022, part of Ex. DW-1/4 (Colly.) the Defendant had written to the Plaintiff that Go-Live issues were yet unaddressed. Defendant team as well as the Plaintiff team had submitted for the testing. The Defendant had written that according to him removing NK would bounce back the whole project and support and Defendant did not want any issue at that stage. Plaintiff was requested to ask the team to continue and get it delivered and close all the open points.
114. During his cross-examination, suggestion was put to DW-1 that the issues referred in e-mail dated 18.04.2022, 25.04.2022, 26.04.2022, 17.05.2022, 23.06.2022, 08.07.2022, 18.07.2022, 19.07.2022, 20.07.2022 and 16.08.2022 arose because of wrong master data provided by the Defendant given to the Plaintiff. DW-1 denied the same and volunteered NEERA CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 94 of 108 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:06:00 +0530 that Defendant had provided all the data to the Plaintiff as and when required and it was the duty and responsibility of the Plaintiff to check and arrange before uploading the same.
115. Another suggestion was put to DW-1 that all the issues referred in the e-mail dated 18.04.2022, 25.04.2022, 26.04.2022, 17.05.2022, 23.06.2022, 08.07.2022, 18.07.2022, 19.07.2022, 20.07.2022 and 16.08.2022 were duly resolved by the Plaintiff despite non-payment of the invoices. DW-1 denied the same and stated that issues were never resolved but still the Defendant made three payments to the Plaintiff.
116. A question was put to DW-1 if the Defendant had replied to the e- mails dated 10.08.2022, 11.11.2022, 16.11.2022, 29.11.2022, 12.04.2023, and 25.04.2023. DW-1 stated that the Defendant had replied but again said that after October 2022, if there was any reply to these e-mails, the same were not in his knowledge as the project was abandoned by the Plaintiff. No suggestion was put to DW-1 that the project was not abandoned by the Plaintiff.
117. During his cross-examination PW-1 admitted that timeline for implementation of the whole project was 7 months i.e. six months for implementation and one-month hyper care support. PW-1 stated that it was a time bound project.
118. PW-1 deposed in his examination in chief that as envisaged in the PO, after the expiry of 30 days from 'Go-Live' event, the Plaintiff NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 95 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:06:07 +0530 became entitled to fourth milestone i.e. tor 25% of the PO value and for further 5% of the PO value, after the expiry of First quarter after the 'Go- Live' event. Since third milestone payment was overdue and continuous follow up for the release of third milestone payment was going on, even when the fourth and fifth milestone payment was due, the fourth and fifth milestone Invoice was raised only after first quarter of the Go-Live event, on 12.07.2022. PW-1 also deposed that by 30 th April 2022, the Plaintiff had fulfilled its entire obligations under the PO and hence became entitled to entire payment except last 5%, which was due on expiry of one year from the date of Go-Live. PW-1 has also deposed that on the expiry of the First Year End of the 'Go-Live' event, the Plaintiff raised Invoice for last milestone payment and that there was no complaint of whatsoever nature in the entire one-year after the Go-Live.
119. All these submissions on PW-1 are blatantly false as proved by Defendant by way of cross-examination of PW-1 as well as evidence of DW-1 whose testimony remained unimpeached and unshaken that the Plaintiff would have become entitled to the payment under these invoices only on Successful Go-Live, Successful Quarter End and Successful Year End. But the Plaintiff failed to even complete the implementation of Go- Live milestone much less Successful Go-Live. As per the time schedule fixed between the parties, third quarter payment, if the Plaintiff would have successfully delivered its results ended prior to July 2022 and perusal of the contents of the e-mails referred in the preceding paragraphs even till August 2022 establish beyond doubt that the Plaintiff did not complete the project in scheduled seven months and not only did not NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 96 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:06:13 +0530 implement the Go-Live milestone successfully, the Plaintiff abandoned the project. Therefore, the Plaintiff has been unable to prove the conclusion of these stages of payment Schedule much less of them being successful. Rather the Plaintiff did not fulfill its obligations and committed breach of contract, and the Defendant has proved that Plaintiff did not conclude the stages of the milestones for which the Plaintiff raised invoices in respect of 4th to 6th Milestone.
120. The Plaintiff has relied on deduction of TDS by the Defendant on the invoices pertaining to first milestone to fifth milestone and has submitted that deduction of TDS on 4th to 6th milestone by the Defendant amounts to acknowledgment of liability of Defendant. Proof of deduction of TDS has been filed on record by placing certificate of 26 AS, Ex. PW- 1/6 by the Plaintiff. The Defendant has submitted that depositing of TDS to the government does not constitute an admission of liability inasmuch as TDS can be deducted even on expectation of estimated liability. The submissions of Defendant are correct. Depositing of TDS is considered a statutory compliance and not an admission of an underlying debt or final tax liability. Similar view has been taken by Hon'ble High Court of Bombay in Arb Pet. No. 449 of 2012 titled ACTAL vs. India Infoline Limited, decided on 09.10.2012.
121. The Plaintiff has also relied on the message dated 01.04.2023 of Defendant no.2 in his LinkedIn Account, Ex. P-19, where he had written about the smooth, efficient and successful running of the software SAP S4 HANA during last one year.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 97 of 108 Digitally signed by NEERA BHARIHOKE Date:
2025.12.20 13:06:19 +0530
122. Learned Counsel for Defendant submitted that Defendant No.2 had left its employment with Defendant No.1 on 17.04.2023 as has been stated by the Defendant in Para 2 of its para-wise reply in the written statement i.e. after a few days of writing this LinkedIn message. Attention was also invited to deposition of DW-1 as well as Para 22 of para-wise reply in the written statement where the Defendant has categorically stated that "Plaintiff without any intimation abandoned the project in the middle of September, 2022 and no notice or intimation was ever given to the Defendant in this regard by the Plaintiff and due to this grave and unethical conduct of the Plaintiff, the business of the Defendant came at halt and the Defendant in the said situation had no option left but to assign all the pending work to a different company at a huge additional cost." . He argued that there has been no cross-examination of DW-1 in this regard and in that message dated 01.04.2023 of Defendant No.2 in his LinkedIn Account, Ex. P-19, where he had written about the smooth, efficient and successful running of the software SAP S4 HANA during last one year, there has been no mention of Plaintiff being the organization or Company which made the running of software SAP S4 HANA successful and DW-1 specifically deposed that in the situation of Plaintiff abandoning the project in the middle of September, 2022. Defendant had no option left but to assign all the pending work to a different company at a huge additional cost, the reliance of Plaintiff applauding itself by relying on Ex. P-19 is unsustainable.
123. As observed earlier, Defendant No.2 Mr. Raj Kumar Rajput, is the same lead person of Defendant no.1 who was IT head who used to NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 98 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:06:26 +0530 interact with representative of the Plaintiff through E-mails and the e- mails tendered by DW-1 during his examination in chief as well as placed on record by the Plaintiff had been written by Defendant no.2. The contents of e-mails referred hereinabove prove beyond doubt that the said LinkedIn message written by Defendant no. 2 cannot be relied upon as the tenor of the said message is clearly contradictory to contents of e- mails written on behalf of Defendant no.1. Even otherwise social media posts cannot be taken into consideration in absence of the author of that post steps into the witness box and is cross-examined by opposite side.
124. The submission of Defendant No.2 having left the services of Defendant no.1 company are also substantiated by the fact that the written statement filed on behalf of Defendants, affidavit of admission/denial filed on behalf of Defendants and miscellaneous applications filed on behalf of Defendants do not bear his affidavit.
125. Admittedly, vide e-mail dated 22.06.2022, part of Ex. P-10 Plaintiff withdrew support from 'onsite'. Vide another e-mail dated 8 th July 2022, part of Ex. P-10, the Plaintiff stopped the support fully, till the payment would be made to it and after the end of September 2022, Plaintiff withdrew its support in all respects and stopped any other work of the Defendant. The e-mails sent by the Defendants to the Plaintiff speak volume about the deficiencies in implementation of the SAPs by the Plaintiff as well as the hardships including financial losses which the Defendant no. 1 suffered from October 2021 to September 2022 but the Plaintiff kept on arm-twisting the Defendant No.1 to release payment NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 99 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:06:33 +0530 allegedly due to Plaintiff despite not achieving the milestones by the Plaintiff and to coerce the Plaintiff to release payments despite all the deficiencies brought to light by Plaintiff through e-mails, Plaintiff used to withdraw its support to leave the Defendant No.1 in a handicapped position since the Defendant No.1 had no option but to count on Plaintiff to make the implementation viable which the Plaintiff ultimately abandoned in September 2022 fully repudiating the contract. The submissions of learned Counsel for Defendant in respect of Ex. P-19 carry weight and are correct and the absence of name of Plaintiff in Ex. P- 19 corroborates that Plaintiff is not entitled to draw any inference in its favour.
126. Defendant has rightly submitted that failure of Plaintiff to secure UAT sign-off was a breach and its subsequent abandonment was a repudiation of the contract and also that without actually fulfilling the criteria and requirements of the Go-Live, Plaintiff failed tremendously by not fulfilling the requirement of successful Go-Live.
127. In view of these observations, it is held that Plaintiff is not entitled to receive the payment towards the invoice raised for 4th to 6th milestones.
128. As regards the work alleged to have been done/undertaken by the Defendant as additional work including developing alleged 70 RICEF and FIORI applications but confining to payment for alleged 70 RICEFs, the Defendant has denied the same and has submitted that the Plaintiff only NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 100 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:06:40 +0530 developed 48 RICEFs and not a single FIORI application, Plaintiff is stated to have thereby committed breach of contract.
129. During his cross-examination conducted on 06.10.2025, DW-1 gave following answers to questions put to him in respect of additional work:
"Q.56 Did the Defendant company ever issued a support contract as mentioned in the said e-mail dated 04.07.2022 for additional work including for more than 70 RICEF, as promised by the Defendant?
Ans. No. Q.57Are you aware that Mr. RK Rajput has assured to the Plaintiff company with regard to the support contract and also assured additional more work in the Defendant company as the Defendant is having huge scope in technology upgrades as they had started digital transformation journey vide his e-mail dated 08.07.2022?
Ans. No. (Vol. It is stated that there is already a pending work issues which needs to be resolved first so that the business can start functioning due to which we are unable to purchase, sale and no idea about the finance object. Till the time these issues are not sought out we are unable to run the business. It was further stated through e-mail that additional work was related to the digital transformation journey of the Defendant and not related to additional RICEFs.) Q.58 Can you show from the e-mail dated 08.07.2022 which was sent by Mr. Raj K. Rajput to the Plaintiff, that "It is stated that there is already a pending work issues which needs to be resolved first so that the business can start functioning due to which we are unable to purchase, sale and no idea about the finance object. Till the time these issues are not sought out we are unable to run the business. It was further stated through e-mail that additional work NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 101 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:06:46 +0530 was related to the digital transformation journey of the Defendant and not related to additional RICEFs" is stated in the said e-mail?
Ans. Only, issue list tracker is mentioned in the e-mail and nothing else is written in the e-mail. (Vol. The e-mail is self-explanatory.) Q. 59 Nothing in this e-mail which indicates that there is any impediment with regard to the purchases, sales, finance object, business to be made by the Defendant due to the Plaintiff? What you have to say?
Ans. That in the issue list tracker all modules issues are mentioned i.e. finance, purchase, sales, productions, plant maintenance and quality management. These issues were shared with the Plaintiff and the same was not resolved.
130. The Plaintiff has been unable to prove that the said alleged additional works were beyond the scope of work as described in final Implementation Proposal (versionl.3) dated 23.08.2021 and/or as per Purchase Order bearing no. SBAB/DLI/PO-0164/21-22 dated 27.09.2021. It is also not understandable as to how the alleged 30 RICEF in the e-mail dated 04.07.2022 for additional work became 47 while raising the Bill for Additional Work without Plaintiff producing any e-mail or correspondence on record in support of the same.
131. PW-1 stated in his examination in chief that Plaintiff extended additional support by providing extra time of hyper support and also by developing additional 47 supplementary features, functionalities, or enhancements i.e. RICEFs, with consent and under instructions of the Defendant and the Defendant agreed to issue additional AMS/ Purchase Order and directed the Plaintiff to continue with the work vide various e- NEERA BHARIHOKE Digitally signed by NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 102 of 108 Date: 2025.12.20 13:06:58 +0530 mails. However, the Plaintiff has not produced any such e-mail evidencing such submission of Defendant. Plaintiff also did not produce anything on record to prove that the alleged work referred as additional work(s) by the Plaintiff in its e-mails was ever approved by the Defendants to be additional work(s) either by way of its evidence or by way of cross-examination of DW-1.
132. Under the terms of the Proposal dated 23.08.2021 as contained in the heading NOTE, any change beyond the scope agreed during the completion of the requirements analysis says that would have a significant impact on the project timelines and cost would be addressed through change request procedure that is mutually accepted, though variance up to 10% is accepted which doesn't affect the project timelines.
133. It categorically provides that:
"Any out-of-scope requests must be agreed upon in writing by Plaintiff and Defendant using the Change Request Procedures. Professional charge for any change request would be charged separately. This is applicable to complete out of scope item."
134. In view of Plaintiff having failed to prove the additional work having been agreed upon in writing by the Defendants or by mode of/using the change request procedure, it is held that the Plaintiff is not entitled to any amount claimed through the invoice raised for alleged additional work carried out by the Plaintiff.
135. It is further noteworthy that the Plaintiff filed only those e-mails on record, whereby the Plaintiff had been raising demands to the Defendant NEERA CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 103 of 108 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:07:06 +0530 to release its payment for milestones alleged to have been achieved by the Plaintiff whereas in the e-mails of the same period, many of these e-mails were written by the Defendant highlighting the various operational and other issues in respect of SAP implementation. It was only when the Defendant filed those mails which include the e-mails filed by the Plaintiff, that the correct picture surfaced highlighting the hardships which were being faced by the Defendant because of incomplete implementation of milestone of Go-Live by the Plaintiff. Therefore, the Plaintiff concealed material facts from this Court and tried to mislead this court while not producing anything on record to show successful implementation of different milestones and/or additional works alleged to have been executed by the Plaintiff beyond the scope of Purchase Order. In view of the observations made in respect of correspondence between the parties, the submissions of Defendant having suffered badly at hands of Plaintiff inspires confidence. The relevant cross-examination of DW-1 conducted on 06.10.2025 is reproduced below:
"Q.64 Have the Defendant company has ever written any e-mail or communication to the Plaintiff that the Defendant company was on the verge of total collapse?
Ans. Although there were lot of e-mails written to the Plaintiff but there was no such word used i.e. verge of total collapse was written in e-mail or any other communication.
Q.65Can you show any such e-mails from the judicial record?
Ans. Yes. E-mail dated 18.04.2022, 25.04.2022, 26.04.2022, 17.05.2022, 23.06.2022, 05.07.2022, 08.07.2022, 18.07.2022, 20.07.2022, 22.07.2022, 25.07.2022, 01.08.2022, 16.08.2022, 13.09.2022, 20.09.2022.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 104 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:07:14 +0530 Q.66 Can you show it from the e-mail dated 18.04.2022 that any where it is written or stated that the Defendant company is at the verge of total collapse or almost stop functioning on account of the Plaintiff?
Ans. It is correct that it is not written that the Defendant company is at the verge of total collapse or almost stop functioning on account of the Plaintiff. (Vol. The e-mail is self-explanatory).
Q.67 Can you show it from the e-mails dated 25.04.2022, 26.04.2022, 17.05.2022, 23.06.2022, 05.07.2022, 08.07.2022, 18.07.2022, 20.07.2022, 22.07.2022, 25.07.2022, 01.08.2022, 16.08.2022, 13.09.2022, 20.09.2022 that any where it is written or stated that the Defendant company is at the verge of total collapse or almost stop functioning on account of the Plaintiff?
Ans. It is correct that it is not written that the Defendant company is at the verge of total collapse or almost stop functioning on account of the Plaintiff. (Vol. The e-mail is self-explanatory).
Q.68The e-mails referred in question no. 66 and 67, refers only to operational issues or lack of technical work force competent enough to work on SAP with the Defendant company? What do you have to say?
Ans. Yes. It is correct that there were operational issues due to poor design and development of system by the Plaintiff and not delivered major objects.
Q.69 The e-mails referred in question no. 66 and 67, refers only to operational issues or lack of technical work force competent enough to work on SAP with the Defendant company and nowhere it reflects that the company is on the verge of collapse or non- functional? What do you have to say?
Ans. It is correct that it is not written that the Defendant company is at the verge of total collapse or almost stop functioning on account of the Plaintiff. (Vol. The e-mails are self-explanatory. It means total collapse).
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 105 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:07:21 +0530 Q.70 Do you have any idea when the Plaintiff company has stopped working for the Defendant?
Ans. Yes, I am aware. (Vol. April, 2022, July, 2022, August 2022 and in October, 2022 the Plaintiff permanently left without informing).
Q.71 According to you the Plaintiff company left the Defendant company in April, 2022, July, 2022 and August,2022 without any intimation to the Defendant, then why the Defendant company invited the Plaintiff company back to the Defendant company after April, 2022, July, 2022 and August,2022?
Ans. Because our company was stuck in between and we needed to get the work done. Any professional service provider don't do such act of leaving the work in between without giving Knowledge Transfer and system handover.
Q.72,Did the Plaintiff company returned back on your words or assurance of payment for the work done for the period mentioned in previous question? What do you have to say?
Ans. There is no payment issues from the Defendant company. We have already done 3 milestone payment without the Plaintiff performing in SAP Project.
Q. 73 Did the Defendant company requested to the Plaintiff company to return after they left in October, 2022?
Ans. Yes. The Defendant company requested to the Plaintiff company to return after they left in October, 2022. (Vol. There was no response from the Plaintiff side)."
136. In view of observations made in deciding these issues, the Defendant has been able to prove that it suffered badly at the hands of Plaintiff because of the Plaintiff not completing the milestones more NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 106 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:07:28 +0530 specifically from 4th Milestone onwards and its business suffered badly, Issue No.2 is therefore decided in favour of Defendant and against the Plaintiff and it is held that the Defendant suffered losses on account of improper and incomplete implementation of services by the Plaintiff as detailed in the Written Statement.
137. Further, the Plaintiff has failed to prove that it concluded the implementation of software SAP S4 HANA as the terms and conditions of Purchase Order placed on it by the Defendant much less in the time frame of 7 months, despite time being the essence of contract. Plaintiff has also failed to prove that it achieved much less successfully achieved the milestones for which the invoices were raised by the Plaintiff or that the Plaintiff did additional works beyond the scope of agreement or Purchase Order. Consequently, the Plaintiff has failed to prove that it is entitled to amount claimed through the invoices, Ex.P-11 to Ex. P16. Issue No.1 is therefore decided against the Plaintiff and in favour of Defendant and it is held that the Plaintiff is not entitled to recovery of suit amount.
Issue No.3 : Whether the plaintiff is entitled to interest on the suit amount? If yes, at what rate and for which period?
The onus to prove this Issue was placed on the Plaintiff.
138. In view of findings given on Issue No.1 and 2, Issue No.3 is, therefore, decided against the Plaintiff and in favour of the Defendants and it is held that Plaintiff is not entitled to any interest on the suit amount.
NEERA BHARIHOKE CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 107 of 108 Digitally signed by NEERA BHARIHOKE Date: 2025.12.20 13:07:36 +0530 RELIEF
139. In view of my findings given on Issue No.1 to 3, the present suit of the Plaintiff is dismissed. The Defendant No.1 has been put to harassment and dragged into this litigation. Therefore, Plaintiff is directed to pay to Defendant No.1 the cost of the suit which shall include pleader's fee, fees of learned Local Commissioner and the other costs on the scale provided under section 35 of the Code of Civil Procedure as substituted by Commercial Courts Act. If the payment is not made within thirty days, the cost shall also carry simple interest @ 6% per annum.
140. Decree sheet be prepared accordingly.
File be consigned to record room after necessary compliance.
Digitally signed
by NEERA
NEERA
Announced in the open BHARIHOKE
BHARIHOKE Date: 2025.12.20
Court on 20.12.2025 13:08:18 +0530
(Dr. Neera Bharihoke)
District Judge (Commercial Court)-06
South East, Saket Courts, New Delhi
20.12.2025
Certified that this judgment contains 108 pages and each page bears my signatures.
Digitally
signed by
NEERA (Dr. Neera Bharihoke)
NEERA BHARIHOKE
BHARIHOKE Date: District Judge (Commercial Court)-06
2025.12.20
13:08:25
South East, Saket Courts, New Delhi
+0530
20.12.2025
CS (COMM) No. 3588/2024 M/s Sage Technologies Pvt. Ltd. Vs. M/s Shree Baidyanath Ayurved Pvt. Ltd. & Ors. Page 108 of 108