Delhi District Court
Ms Invoke Medical System Pvt. Ltd vs Ms Unissi India Pvt. Ltd. Ors on 20 April, 2026
IN THE COURT OF DR. SAURABH KULSHRESHTHA,
DISTRICT JUDGE - 04, SOUTH DISTRICT,
SAKET COURT, NEW DELHI
Civil Suit No: 8499/2016
CNR No. DLST01-002836-2015
M/s Invoke Medical System Private Limited
having its registered office at:
Opposite Rastogi Inter College,
Aishbagh, Lucknow-4
Uttar Pradesh ......... Plaintiff
Versus
1. M/s Unissi India Private Limited
Plot No. 110, Safdarjung Enclave,
New Delhi - 110029.
2. Shri Gulshan Rai Verma,
DIN 01187593
Director of M/s Unissi India Private Limited
Plot No. 110, 2nd Floor,
Humayunpur, Safdarjung Enclave,
New Delhi - 110029 [Expired]
2A. Ms. Diksha Gosain
Director of M/s Unissi India Private Limited
Plot No. 110, 2nd Floor,
Humayunpur, Safdarjung Enclave,
New Delhi - 110029.
3. Smt. Anu Verma,
DIN 01187512
Director of M/s Unissi India Private Limited
Suit No. 8499/2016 Page No. 1 of 27
M/s Invoke Medical System Private Limited
v. M/s Unissi India Private Limited
Plot No. 110, 2nd Floor,
Humayunpur, Safdarjung Enclave,
New Delhi - 110029.
All residents of:
Flat No. 6509, Pocket - C-6
Vasant Kunj,
New Delhi - 110070 ....... Defendants
SUIT FOR RECOVERY
OF AN AMOUNT OF RUPEES TEN LACS
Date of institution of the Suit : 18.04.2015
Date on which judgment was reserved : 28.03.2026
Date of decision : 20.04.2026
Decision : Suit Dismissed
JUDGMENT
1. This is a suit for recovery of an amount of Rs. 10,00,000/- filed by the plaintiff company. The defendant no. 1 is a private limited company. The defendants no. 2 and 3 are the directors of the defendant no. 1 company. The defendant no. 2 expired during the pendency of the suit. Vide order dated 02.08.2024 Ms. Diksha Gosain, who was thereafter inducted as a director in the defendant no. 1 company, was added as a defendant (now numbered as defendant no. 2A) in the present suit.
Suit No. 8499/2016 Page No. 2 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited Version of the Plaintiff
2. The version of the plaintiff is that Shri Rakesh Kumar Pandey, the director of the plaintiff company and the defendant no. 2 (the director of the defendant no. 1 company) were having cordial relations and on 28.03.2012 the defendant no. 2 had shown his interest and inclination to participate in tender no. GSIDC/ENGG/NIT-80/2011- 2012, for construction of a 400 Bedded District Hospital at Margoa, Goa, issued by the Goa State Infrastructure Development Corporation Ltd. The tender value was Rs. 10,43,07,066/- while an amount of Rs. 20,43,070/- was to be deposited as earnest money. The defendant no. 2 approached Shri Rakesh Kumar Pandey and requested him to make the payment of the entire earnest money deposit; however, Shri Rakesh Kumar Pandey expressed his inability to make the payment of the said amount. Nevertheless, on the persuasion and request of the defendant no. 2, Shri Rakesh Kumar Pandey (the director of the plaintiff company) transferred an amount of Rs. 10 Lacs through RTGS No. SD138081473, Unissi India, from the account no. 2405009600000464 of the plaintiff company with Punjab National Bank, Lucknow, Uttar Pradesh in the account of the defendant no. 1 company, on 19.04.2012, on the understanding that the said amount would be repaid, within a period of 15 days in case the tender is awarded; and within one month if the tender is not awarded to the defendant no. 1.
Suit No. 8499/2016 Page No. 3 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited
3. It is further the case of the plaintiff that after few months of completion of the tender process, Shri Rakesh Kumar Pandey (the director of the plaintiff company) came to know that the said tender had not been awarded to the defendant no. 2 and accordingly he demanded the said amount of Rs. 10 Lacs from the defendant no. 2, but despite repeated requests and demands the said amount was not repaid. The plaintiff company therefore issued a written letter dated 07.01.2014 to the defendant no. 2 demanding the said amount Rs. 10 lacs, however the amount of was still not repaid to the plaintiff company. Finally, legal notice dated 23.01.2015 was issued by the plaintiff company to the defendants no. 1 and 2, however the defendants neither replied the said legal notice nor paid the due amount. The plaintiff accordingly filed the present suit. The plaintiff seeks recovery of the principal amount of Rs. 10 Lacs along with interest @18% per annum from the date of institution of the suit till realization of the amount from the defendants.
Version of the Defendants
4. The defendants filed their written statement and refuted the claims of the plaintiff. The defendants denied the allegations regarding the defendant no. 2 applying for the alleged tender or seeking any financial assistance for the purpose of the deposit of earnest money for the said tender. The defendants further averred that in the month of March, 2012 the plaintiff company had placed an order with the Suit No. 8499/2016 Page No. 4 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited defendant no. 1 company and accordingly, the defendant no. 1 had supplied medical equipment worth Rs. 10,52,375/- vide invoice no. 796 dated 23.03.2012 to the plaintiff company. The defendants further averred that the plaintiff company had made part payment of Rs.10 Lacs to the defendant no. 1 company on 19.04.2012 towards payment of the amount due against the aforesaid invoice and now the plaintiff company is fraudulently claiming the same to be a loan.
5. The defendant no. 1 company also made a counter claim for an amount of Rs. 52,375/- towards the outstanding amount payable against the invoice no. 796 dated 23.03.2012 along with an amount of Rs. 30,952/- purportedly due and payable on account of non-supply of C form by the plaintiff company to the defendant no. 1, against the aforesaid supply of equipment (reflected in the sales tax return for March, 2012). The defendants further averred that even the defendant no. 2 wrote an e-mail dated 17.03.2013 seeking 'C' Form against invoice No. 796 dated 23.03.2012.
6. The defendants further averred that the present suit has been filed by the plaintiff to avoid the liability of Rs. 83,327/- and the story of loan has been concocted by the plaintiff. The defendants denied their liability to make the payment of the suit amount as well as the interest. The defendants accordingly prayed for dismissal of the suit.
Suit No. 8499/2016 Page No. 5 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited Issues
7. On the basis of the pleadings of the parties, the following issues were framed vide order dated 29.04.2016:
(1) Whether the suit against the Directors of the defendant company is not maintainable as alleged in preliminary objection of WS?
OPD.
(2) Whether plaintiff is entitled to the suit amount as claimed for? OPP.
(3) Whether the plaintiff is entitled to the interest, if any? If so at what rate and for which period? OPP.
(4) Relief. Rejection of Counter Claim
8. The counter claim filed by the defendants was rejected under Order VII Rule 11(d) on account of being time barred, vide order dated 15.02.2019.
Suit No. 8499/2016 Page No. 6 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited Plaintiff's Evidence
9. In order to prove its case, the plaintiff company examined Shri Sanjay Pal, Project In-charge of the plaintiff company as PW-1 and he deposed on the lines of the plaint. PW-1 relied upon the following documents: (i) Board Resolution which is Ex. PW1/A; (ii) Copy of Tender Document which is Ex. PW1/B (Colly); (iii) Copy of email sent by defendant no. 2 to the director of the plaintiff company which is Ex. PW1/C; (iv) Bank Account Statement of the plaintiff company which is Ex. PW1/D (Colly); (v) Copy of letter dated 07.01.2014 which is Ex. PW1/E and original postal receipt dated 08.01.2014 which is Ex. PW1/F;
(vi) Copy of legal notice which is Ex. PW1/G (Colly); (vii) Original speed post receipts dated 23.01.2015 which are Ex. PW1/H and Ex. PW1/I; (ix) Copy of internet generated delivery reports which are Ex. PW1/J and Ex. PW1/K; and (x) Certificate under Section 65-B of the Indian Evidence Act which is Ex. PW1/L. Defendant's Evidence
10. In order to prove their case, the defendants examined Shri Murari Rai, AR of the defendant no. 1 company as DW-1 and he deposed on the lines of the Written Statement. DW-1 relied upon the following documents: (i) Board Resolution dated 01.07.2015 in the name of earlier AR of the defendant company which is Ex. DW-1/1; (ii) Board Suit No. 8499/2016 Page No. 7 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited resolution dated 26.05.2025 in the name of present AR of the defendant company which is Ex. DW-1/2; (iii) Ledger Account of Invoke Medical System which is Ex. DW-1/3; (iv) E-mail dated 17.03.2013 which is Ex. DW-1/4; (v) Retail invoice dated 23.03.2012, No. 796 which is Ex. DW-1/5; (vi) Challan dated 23.03.2012, No. 796 which is Ex. DW-1/6;
(vii) Sale Tax Record (March 2012) of defendant which is Ex. DW-1/7;
(viii) Other transaction between defendant and plaintiff - Air Tickets of MD of the defendant company and director of plaintiff company which are Ex.DW-1/8; (ix) Certificate under Section 63 of BSA which is Ex. DW-1/9.
11. I have heard the Ld. Counsel for the parties and have given due consideration to their rival contentions and carefully perused the record. My issue-wise findings are as under:
Issue no. 2
12. The question to be answered is as to whether the plaintiff is entitled to recover the alleged loan amount of Rs. 10 lacs from the defendants.
13. In the judgment titled as Devender Bhati v. Chander Kanta, 2015 SCC OnLine Del 14224 the Hon'ble High Court of Delhi has observed:
Suit No. 8499/2016 Page No. 8 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited "......In Harish Mansukhani (supra), the Division Bench noticed that the plaintiff has to prove his case and had to stand on his own legs. Similarly, in Ganpatlal (supra), the Madhya Pradesh High Court took note of the elementary rule of civil litigation in this country that the plaintiff must stand or fall on the strength of his own case...."
14. Further in the judgment titled as Harish Mansukhani v. Ashok Jain reported as 2009 (109) DRJ 126 (DB) the Hon'ble High Court of Delhi has held:
"....23. A plaintiff has to prove his case and stand on his own legs. No doubt, the defendant did not produce his books of account but that does not mean that the plaintiff must succeed on said account....."
15. The case of the plaintiff is therefore to be analysed in light of this elementary legal proposition.
16. The sum and substance of the case of the plaintiff is that the plaintiff company had extended loan/ financial assistance of an amount of Rs. 10 Lacs to the defendant no. 1 company and the same has not been repaid by the defendant no. 1 company.
Suit No. 8499/2016 Page No. 9 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited
17. PW-1, the AR of the plaintiff company, has deposed that the director of the defendant no. 1 company i.e. the defendant no. 2 and Shri Rakesh Kumar Pandey, the director of the plaintiff company were having friendly relations and on 28.03.2012 the defendant no. 2 had shown his interest and inclination to participate in tender no. GSIDC/ENGG/ NIT-80/2011-2012, for construction of a 400 Bedded District Hospital at Margoa, Goa, issued by the Goa State Infrastructure Development Corporation Ltd. The tender value was Rs. 10,43,07,066/- while an amount of Rs. 20,43,070/- was to be deposited as earnest money. Copy of the tender document is Ex. PW1/B. PW-1 has further deposed that the defendant no. 2 had approached Shri Rakesh Kumar Pandey and requested him to make the payment of the entire earnest money deposit vide e-mail which is Ex. PW1/C; however, Shri Rakesh Kumar Pandey expressed his inability to make the payment of the said amount. Nevertheless, on the persuasion and request of the defendant no. 2, Shri Rakesh Kumar Pandey (the director of the plaintiff company) transferred an amount of Rs. 10 Lacs through RTGS No. SD138081473, Unissi India, from the account no. 2405009600000464 of the plaintiff company with Punjab National Bank, Lucknow, Uttar Pradesh in the account of the defendant no. 1 company, on 19.04.2012, on the understanding that the said amount would be repaid, within a period of 15 days in case the tender is awarded; and within one month if the tender is not awarded to the defendant no.1. The bank account statement of the plaintiff company is Ex. PW1/D. Suit No. 8499/2016 Page No. 10 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited
18. PW-1 further deposed that despite repeated requests the amount was not repaid and accordingly letter dated 07.01.2014 was issued to the defendant no. 2 in this regard. The said letter is Ex. PW1/E and the postal receipt dated 08.01.2014 is Ex. PW1/F. Thereafter, a legal notice dated 23.01.2015 was also served upon the defendants no. 1 and 2, however, the defendants neither replied the said notice nor paid the amount. The legal notice dated 23.01.2015 is Ex. PW1/G and the postal receipts, delivery reports and the certificate under section 65-B of the Indian Evidence Act are Ex. PW1/H to Ex. PW1/L.
19. On the other hand, the defendants have examined the AR of the defendant no. 1 company as DW1. DW-1 deposed that the story of participation in the alleged tender at Goa has been concocted by the plaintiff and that no such financial assistance was sought by the defendant no. 1 company or the defendant no. 2 from the plaintiff company. DW-1 further deposed that pursuant to the order placed by the plaintiff company, the defendant no. 1 company had supplied medical equipment worth Rs. 10,52,375/- to the plaintiff company vide invoice no. 795 dated 23.03.2012. The invoice is Ex. DW1/5, the delivery challan is Ex. DW1/6, the sales tax record is Ex. DW1/7 and the ledger account is Ex. DW1/3. DW-1 further deposed that the payment of Rs. 10 lacs made by the plaintiff company to the defendant no.1 company on 19.04.2012 was in fact the part payment towards the price of the equipment supplied vide invoice no. 795 dated 23.03.2012.
Suit No. 8499/2016 Page No. 11 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited
20. DW-1 further deposed that the defendant no. 2 also wrote an e-mail dated 17.03.2013 to the plaintiff seeking C-form against the invoice dated 23.03.2012. The said e-mail is Ex. DW1/4. DW-1 further denied the receipt of the letter dated 07.01.2014. DW-1 further deposed that an amount of Rs. 52,375/- is due and payable by the plaintiff against the invoice no. 796 and an amount of Rs. 30,952/- is payable by the plaintiff towards non supply of C-form and thus the plaintiff is liable to pay an amount of Rs. 83,327/- to the defendant no.1 company. Thus, the defendants claim that the defendant no. 1 company is not liable to pay any amount to the plaintiff.
21. Now the plaintiff has placed reliance on the bank statement Ex. PW1/D whereby an amount of Rs. 10 lacs was transferred from the bank account of the plaintiff to the bank account of the defendant no. 1. The receipt of the said amount of Rs. 10 lacs by the defendant no. 1 company has not been disputed. The plaintiff claims that the said amount was a loan. It is trite that first of all, the plaintiff must establish that the said amount was given as a loan. The plaintiff has placed on record the e-mail Ex. PW1/C to contend that the defendant no. 2, who was the director of the defendant no. 1 company had requested the director of the plaintiff company to furnish the entire earnest money deposit for participation in the tender Ex. PW1/B floated by Goa State Infrastructure Development Corporation Ltd.
Suit No. 8499/2016 Page No. 12 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited
22. A careful perusal of the e-mail Ex. PW1/C unmistakably reveals that there is no specific or unequivocal request therein whereby defendant no. 2, acting on behalf of defendant no. 1 company, had solicited financial assistance to the tune of Rs. 10,00,000/- for the purpose of participating in the tender (Ex. PW1/B). The contents of the said e-mail merely allude to a prospective arrangement regarding formation of a joint venture (JV) for the purpose of applying for the aforesaid tender. It neither states that the defendant no. 1 company intends to individually participate in the said tender nor refers to any requirement of any loan by the defendant no. 1 company. Further it stands as an admitted position on record that no such joint venture was ever constituted between the plaintiff company and the defendant no. 1 company, nor did they jointly submit any bid in respect of the said tender. Consequently, it becomes abundantly clear that the proposal contemplated and set forth in e-mail Ex. PW1/C remained inchoate and never fructified into a concluded arrangement. Furthermore, there is a conspicuous absence of any documentary evidence or cogent material on record to demonstrate that either the defendant no. 1 or the defendant no. 2 independently applied for the said tender. This position is further fortified by the admission of PW-1 during the course of his cross- examination, wherein he candidly conceded his inability to produce any document evidencing that the defendant no. 1 company had, in fact, submitted an application for the tender in Goa. Ld. Counsel for the plaintiff has argued that DW1 stated in his cross examination that he is Suit No. 8499/2016 Page No. 13 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited now aware as to whether the defendant company had ever worked for GSIDC, although the defendant no. 1 company is a registered vendor of GSIDC. That does not make any difference as it has not been established that the defendant no. 2 had actually applied for the said tender with GSIDC.
23. A further examination of the tender document Ex. PW1/B demonstrates that the last date prescribed for submission of bids was 16.04.2012, while the opening of the tender was scheduled for 18.04.2012. It is an admitted position that the sum of Rs. 10,00,000/- was transferred into the account of the defendant no. 1 only on 19.04.2012. By that point in time, the tender process had, in all probability, already culminated in the opening of bids. In such circumstances, it is wholly implausible to contend that the said amount was remitted towards financial assistance for the deposit of earnest money in relation to the aforesaid tender. Ld. Counsel for the plaintiff has endeavoured to surmount this inconsistency by advancing the argument that the tender date may have been extended, or alternatively, the specific tender for which the EMD was requested may or may not have been the exact one attached with the plaint. Both contentions, however, are devoid of merit. Insofar as the first limb of the argument is concerned, there is a complete absence of any material on record to substantiate that the timeline of the tender was ever extended. As regards the second limb, the same strikes at the very foundation of the plaintiff's Suit No. 8499/2016 Page No. 14 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited case as pleaded, and is thus self-defeating in nature. Furthermore, there exists no other document, correspondence, or communication emanating from the defendant no. 1 or the defendant no. 2 which could even remotely be construed as a request for financial assistance in the sum of Rs. 10,00,000/-. The plaintiff has, therefore, failed to place on record any cogent evidence to support such a claim.
24. It is an admitted position that the alleged transaction, if any, was not between private individuals but between two duly incorporated and registered corporate entities. Such a circumstance, by its very nature, necessitates that any loan transaction be formalized through proper and contemporaneous formal documentation, and be duly reflected in the books of accounts of the respective companies, as well as in their statutory filings, including income tax returns. However, in the present case, the plaintiff has conspicuously failed to produce or prove any loan agreement or other contemporaneous document which could establish that the amount in question was advanced to the defendant no. 1 as a loan. Equally, no books of accounts, ledger entries, or financial records of the plaintiff company have been brought on record to demonstrate that the said transaction was ever recorded as a loan in its accounting framework. Furthermore, the plaintiff has not placed on record its complete Income Tax Returns, along with the requisite annexures and financial statements, to substantiate that the impugned transaction was disclosed therein as a loan or as an amount receivable from the defendant Suit No. 8499/2016 Page No. 15 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited no. 1. On the contrary, PW-1, in the course of his cross-examination, has candidly admitted that he is not aware whether the plaintiff company has shown in its ITRs that any amount is due and payable by the defendant company to the plaintiff company. This admission further undermines the plaintiff's assertion and casts a serious doubt on the veracity of the claim that the amount was advanced as a loan. Ld. Counsel for the plaintiff has argued that the ITRs are not decisive of the fact as to whether any loan was given or not. I am not in agreement with the contention of the Ld. Counsel for the plaintiff. The plaintiff is a private limited company and it was incumbent upon the plaintiff to reflect the outstanding loans in the financial statements annexed with the ITRs and this is an extremely important consideration in the matter.
25. Proceeding further, PW-1, in the course of his cross- examination, deposed that the plaintiff had allegedly demanded repayment of the said amount from defendant no. 1 company through various e-mails exchanged during the period from 19.04.2012 to 07.01.2014. However, it is noteworthy that no such e-mail has been brought on record or proved in accordance with law. PW-1 subsequently clarified that, apart from the letter dated 07.01.2014, exhibited as Ex. PW1/E, no other written communication was issued by the plaintiff. In effect, therefore, the earliest and indeed the sole formal communication, as per the plaintiff's own submission, is the letter dated 07.01.2014 (Ex. PW1/E), purportedly issued to the defendant no. 2. Although the plaintiff Suit No. 8499/2016 Page No. 16 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited has placed on record a postal receipt, exhibited as Ex. PW1/F, in support of dispatch of the said letter, there is a complete absence of any proof of delivery or acknowledgment evidencing that the same was ever served upon the defendant no. 1 or the defendant no. 2. Consequently, the service of the said letter remains unproved. Be that as it may, even a bare reading of the contents of the letter Ex. PW1/E reveals that it does not contain any explicit or unequivocal assertion to the effect that the amount in question had been advanced as financial assistance or by way of a loan to the defendant no. 1 company. The said communication, therefore, falls short of substantiating the plaintiff's claim in this regard.
26. Thus, the plaintiff has failed to place on record any contemporaneous written document or cogent material which could substantiate the assertion that any financial assistance was ever extended to the defendant no. 1 company. There is equally no evidence to demonstrate that the defendant no. 1 company or the defendant no. 2 had, at any point in time, acknowledged the receipt of such an alleged loan, or that any demand for repayment was raised by the plaintiff immediately upon the expiry of the purported period of one month from the date of advancement. Indeed, the record is conspicuously bereft of any proof whatsoever to show that the plaintiff had actually served any letter, communication, or e-mail to the defendant no. 1 company asserting that a sum of Rs. 10,00,000/- had been advanced by way of loan or financial assistance, or calling upon the defendants to repay the Suit No. 8499/2016 Page No. 17 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited same, during the entire interregnum spanning from 19.04.2012 to 22.01.2015. This prolonged and unexplained silence on the part of the plaintiff further erodes the credibility of its claim and renders the alleged transaction highly doubtful.
27. Ld. Counsel for the defendants has further contended that no such loan could have been given by the plaintiff company in view of provisions of section 372A of the Indian Companies Act, 1956 which provides that no company shall, directly or indirectly, make any loan to any other body corporate exceeding sixty per cent of its paid-up share capital and free reserves, or one hundred per cent of its free reserves, whichever is more; as the paid up capital of the plaintiff company is only Rs. 2,00,000/-. However, this argument cannot be accepted as section 372A(8)(a)(iii) of the Indian Companies Act, 1956 provides that nothing in section 372A shall apply to any loan made by a private company, unless it is a subsidiary of a public company. Therefore, the provisions of section 372A of the Indian Companies Act, 1956 are not applicable to the plaintiff company which is a private limited company.
28. Be that as it may, there is no positive evidence on record to establish that the said amount of Rs. 10 lacs credited by the plaintiff company in the account of the defendant no. 1 company was towards a loan which was repayable on expiry of a period of one month from the date of opening of tender, by the defendant no.1 company.
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29. Now the defendants were also supposed to explain as to why the said amount of Rs. 10 lacs had been credited into the account of the defendant no. 1 company. The defendants claim that the said amount was towards part payment of the price of goods/ medical equipment worth Rs. 10,52,375/- supplied by the defendant no. 1 company to the plaintiff company vide invoice no. 795 dated 23.03.2012. The invoice is Ex. DW1/5, the delivery challan is Ex. DW1/6, the sales tax record is Ex. DW1/7 and the ledger account is Ex. DW1/3. The plaintiff has however disputed the aforesaid sale transaction and receipt of the goods.
30. A perusal of the invoice Ex. DW1/5 and the delivery challan Ex. DW1/6 reveals that both documents not only bear an acknowledgment purporting to be on behalf of the plaintiff company in respect of receipt of goods, but the seal of the plaintiff company is also affixed on the said invoice and challan. The plaintiff has sought to assail the authenticity of these documents by contending that the seal appearing thereon is forged and fabricated. However, this plea remains wholly unsubstantiated, as no cogent or reliable evidence has been adduced by the plaintiff to establish the alleged forgery. It is further an admitted position that, despite allegedly becoming aware of such forgery, the plaintiff failed to file any police complaint or initiate any criminal proceedings with reasonable promptitude, a circumstance which significantly undermines the credibility of its assertion. During the course of cross-examination, PW-1 endeavoured to lend support to this Suit No. 8499/2016 Page No. 19 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited contention by stating that the official stamp of the plaintiff company is in a square form. However, in the very next breath, he conceded that the plaintiff company also possesses a round stamp, and further admitted that no document bearing a square seal has been placed on record. In these circumstances, the plea of forgery appears to be a mere bald assertion devoid of any evidentiary backing. No contemporaneous documents or other evidence has been produced to substantiate the same. It is also pertinent to note that, despite specific assertions having been made by the defendants in respect of Ex. DW1/5 in the written statement and copies of Ex. DW1/5 and Ex. DW1/6 having been filed along with the written statement, the plaintiff chose not to file any replication thereto and take a specific plea regarding forgery of the seal affixed on the said documents. Accordingly, there is nothing on record which could reasonably persuade this Court to conclude that the seal affixed on Ex. DW1/5 and Ex. DW1/6 is forged or fabricated.
31. Ld. Counsel for the plaintiff has contended that no vehicle number with respect to the delivery of the equipment is mentioned and no details of the person who had allegedly received the goods has been mentioned. It has been further argued that DW-1 could not produce Metadata or soft copy of the invoice and challan. However, once the delivery challan has been proved which bears the seal of the plaintiff company; and the plaintiff has not been able to establish forgery of the seal; and the transaction is also reflected in the sales tax return of the Suit No. 8499/2016 Page No. 20 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited relevant month; all these issues with respect to delivery pale into insignificance. Ld. Counsel for the plaintiff has further argued that if the goods had already been supplied on 23.03.2012 and the invoice had already been issued then why the defendant no. 2 would send the email dated 16.04.2012 requesting EMD for GSIDC tender. I do not find any correlation between the email dated 16.04.2012 and the sale transaction vide invoice dated 23.03.2012. The email dated 16.04.2012 does not contain any request for grant of financial assistance of Rs. 10 lacs. The sale of goods is a separate transaction for which part payment was made by the plaintiff; whereas the said e-mail merely alludes to a prospective arrangement regarding formation of a joint venture (JV) for the purpose of applying for the aforesaid tender, and the said proposal never materialized.
32. The defendant nos. 1 has further placed on record its sales tax return for the relevant period, namely March 2012, exhibited as Ex. DW1/7, wherein the transaction in question for an amount of Rs. 10,52,375/- stands duly reflected. The said return is stated to have been duly downloaded from the official website i.e. autho.dvat.gov.in, thereby lending it a degree of authenticity. Significantly, the plaintiff has neither chosen to summon any official witness from the concerned department nor produced any material whatsoever to establish that the said return is forged or fabricated. If, indeed, the plaintiff intended to impeach the genuineness of this document, the same could have been effectively Suit No. 8499/2016 Page No. 21 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited demonstrated by summoning the relevant records from the concerned authorities; however, no such step has been taken. Ld. Counsel for the plaintiff has argued that the sales tax return is not conclusive proof of the transaction and it is based on unilateral entries made by the defendants. I am of the opinion that the fact that the transaction in question finds explicit mention in the sales tax return of the defendant no. 1 for March 2012 assumes considerable evidentiary value. This stands in stark contrast to the complete absence of any documentary evidence or even contemporaneous communication on behalf of the plaintiff asserting that a sum of Rs. 10,00,000/- had been advanced as a loan or financial assistance to the defendant no. 1, or calling upon the defendants to repay the same during the period from 19.04.2012 to 22.01.2015. This dichotomy further militates against the case sought to be set up by the plaintiff.
33. The defendants have further placed reliance upon an e-mail dated 17.03.2013 issued by the defendant no. 2 to the plaintiff company, whereby a request was made for issuance of C-Form in respect of the sale transaction dated 23.03.2012. The said e-mail contains specific particulars of the alleged transaction, thereby clearly referring to and identifying the underlying commercial transaction between the parties. The communication was addressed to the e-mail ID "[email protected]". In this regard, PW-1 has, during his cross- examination, admitted that the aforesaid e-mail ID is indeed the official Suit No. 8499/2016 Page No. 22 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited e-mail address of the plaintiff company. Notwithstanding this admission, no satisfactory explanation has been offered by PW-1 with respect to the said email. PW-1 has further deposed that he is not aware whether the plaintiff company had responded to the said e-mail dated 17.03.2013. In the absence of any rebuttal, clarification, or documentary explanation from the plaintiff in respect of the said e-mail, the same remains uncontroverted on record. Consequently, an adverse inference is liable to be drawn against the plaintiff company for failing to satisfactorily explain its conduct in relation to the said communication.
34. Ld. Counsel for the plaintiff has further contended that, since there were no other business dealings between the plaintiff and the defendant no. 1 company, the claim of the defendants premised upon a solitary transaction is inherently doubtful and casts serious aspersions on their version. It has further been urged that DW-1, in his cross- examination, has stated that he was not aware how many times business transactions have taken place between the plaintiff and the defendant company and that he is not aware whether defendant company has issued any other invoice to the plaintiff company; and that no other transactions are reflected in the ledger account. However, the aforesaid submissions lose much of their force in view of the categorical admissions made by PW-1 during his cross-examination. PW-1 has admitted that that the plaintiff and the defendant no.1 company used to sell goods to each other as they were having business relations; and whenever a business Suit No. 8499/2016 Page No. 23 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited transaction took place between the plaintiff company and the defendant no. 1 company, the plaintiff company used to make payment to the defendant company through banking transactions. The aforesaid admission clearly belies the contention that there were no prior, ongoing or further business relations between the parties and, in effect, provides a complete answer to the arguments advanced on behalf of the plaintiff.
35. Accordingly, the plaintiff has miserably failed to establish that it had extended a loan or any financial assistance of an amount of Rs. 10 Lacs to the defendant no.1 company. It has not been duly established that the amount of Rs. 10 lacs paid by the plaintiff company to the defendant no. 1 was a loan which was repayable within one month. On the other hand, the defendants have established by preponderance of probabilities that the said amount of Rs. 10 lacs was a part payment towards the price of goods/ equipment supplied vide invoice dated 23.03.2012. The sequitur to the above is that the plaintiff is not entitled to recover the principal amount of Rs. 10 lacs from the defendants. This issue is therefore decided in favour of the defendants and against the plaintiff.
Issue No. 336. The question to be answered is as to whether the plaintiff is entitled to recover interest @ 18% per annum on the principal amount of Suit No. 8499/2016 Page No. 24 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited Rs. 10 Lacs. I have already held that the plaintiff is not entitled to recover the alleged principal amount of Rs. 10 Lacs from the defendants, and therefore, the natural and necessary concomitant is that the plaintiff is also not entitled to recover any amount towards interest from the defendants. I therefore hold that the plaintiff is not entitled to recover any interest. This issue is therefore decided in favour of the defendants and against the plaintiff.
Issue no. 1
37. The question to be answered is as to whether the directors of the defendant no. 1 company are personally liable for the debts of the company.
38. It is trite that a company is a separate and distinct entity, different from its directors and has its own separate juristic personality and a director of a company is not personally liable for the dues of the company except in some specified circumstances (for example in cases where the director gives any personal guarantee or a fraud is committed or a clear case of lifting up of corporate veil is made out, etc.). Reference may be made to the judgments titled as Mukesh Hans v. Uma Bhasin, 2010 SCC OnLine Del 2776; Space Enterprises v. M/s. Srinivasa Enterprises Ltd., 72 (1998) DLT 666; and Sanuj Bathla v. Manu Maheshwari, CRP No. 166/2018 decided by the Hon'ble High Court of Suit No. 8499/2016 Page No. 25 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited Delhi on 12.04.2021.
39. First of all, the plaintiff has failed to establish any liability on the part of the defendant no. 1 company; therefore, no question of liability of the directors arises. Even otherwise there is not even an iota of documentary evidence and even no cogent and viable oral evidence on record which satisfactorily establishes that the directors in the present case had given any personal guarantee, or any fraud had been committed with the plaintiff company or that any case of lifting of corporate veil is made out in the present case. Moreover, there is nothing on record to establish that the defendant no. 2A was a director of the defendant no. 1 company at the time when the alleged liability was incurred or the suit was filed and therefore, she cannot be saddled with any liability otherwise also. The result is that the defendants no. 2, 2A and 3 cannot be saddled with any liability in the present case.
40. This issue is therefore decided in favour of the defendants and against the plaintiff.
Relief
41. The plaintiff has therefore failed to establish that it is entitled to the relief claimed. Accordingly, the suit of the plaintiff is Suit No. 8499/2016 Page No. 26 of 27 M/s Invoke Medical System Private Limited v. M/s Unissi India Private Limited dismissed with costs. Decree Sheet be accordingly prepared. File be consigned to Record Room thereafter.
Digitally signed by SAURABH SAURABH KULSHRESHTHA
KULSHRESHTHA
Date: 2026.04.20
(Pronounced in the open court 17:25:03 +0530
today i.e. 20.04.2026).
(Dr. Saurabh Kulshreshtha)
District Judge-04 (South)
Saket Courts, New Delhi
Suit No. 8499/2016 Page No. 27 of 27
M/s Invoke Medical System Private Limited
v. M/s Unissi India Private Limited