Bangalore District Court
M/S Sansu Automotives Pvt Ltd vs M/S National Die Casting on 1 July, 2025
Com.OS.No.823/2024
KABC170015752024
IN THE COURT OF LXXXV ADDL. CITY CIVIL & SESSIONS
JUDGE, AT BENGALURU (CCH-86) (Commercial Court)
THIS THE 1st DAY OF JULY 2025
PRESENT:
SRI.ARJUN. S. MALLUR. B.A.L.LL.B.,
LXXXV ADDL. CITY CIVIL & SESSIONS JUDGE,
BENGALURU.
Com.OS.No.823/2024
BETWEEN:
M/S Sansu Automotives Pvt Ltd
A Company incorporated under the Companies Act, 1956,
Having its registered office At No.971,
7th Cross, 17th Main, 1st Block,
2nd Stage, BTM Layout, Bengaluru - 560076
Rep By Its Director
Mr Sanjai Singh, S/o Mr U S Singh
: PLAINTIFF
(Represented By Sri.Visweswaraiah K C, Advocate)
AND
M/S National Die Casting,
(Now Reconstituted And Known As
M/S Shubha Aluminium Casting LLP),
1
Com.OS.No.823/2024
No.36/1, Nadekerappa Industrial Estate,
Hegganahalli Cross, Bengaluru - 560091
Rep By Its Partner/Director Mr Nagendra P
2. Mr.Suresh Babu Biradar
Former Proprietor
(M/S National Die Casting
Taken-Over By M/S Shubha Aluminium Casting LLP)
No.36/1, Nadekerappa Industrial Estate
Hegganahalli Cross, Bengaluru - 560091
: DEFENDANTS
(Represented By M/s Metro Lawyers, Advocate for D1
D2-Exparte)
Date of Institution of the suit 10.06.2024
Nature of the suit (suit on
pronote, suit for declaration & Suit for recovery of money
Possession, Suit for injunction
etc.)
Date of commencement of 31.01.2025
recording of evidence
Date on which judgment was 01.07.2025
pronounced
Total Duration Year/s Month/s Day/s
01 00 21
(ARJUN. S. MALLUR)
LXXXV Addl.City Civil & Sessions Judge,
Bengaluru.
2
Com.OS.No.823/2024
JUDGMENT
Suit for recovery of a sum of Rs.43,89,543/-(Rupees Forty Three Lakhs Eighty Nine Thousand Five Hundred and Forty Three Only) with future interest thereon.
2. The case of the plaintiffs in brief is as under:-
The plaintiff is in the business of manufacture and supply of aluminium alloy ingots and other allied components. Defendant No.2 being the proprietor of M/s National Die Casting approached the plaintiff for supply of aluminium alloy ingots on credit basis and accordingly the plaintiff supplied goods worth Rs.25,08,249/- to defendant No.2 on credit basis under the following invoices:
Sl.No. Invoice No. Date Amount(Rs.) 1 S3/0078/2019-20 14.10.2019 3,37,649/- 2 S3/0083/2019-20 05.11.2019 3,31,722/- 3 S3/0086/2019-20 06.11.2019 1,84,872/- 4 S3/0104/2019-20 14.12.2019 3,47,822/- 5 S3/0111/2019-20 09.01.2020 5,18,440/- 6 S3/0130/2019-20 11.02.2020 4,97,866/- 7 S3/0137/2019-20 19.02.2020 2,89,878/-
Total 25,08,249/-
The defendant No.2 has duly acknowledged receipt of the goods under these invoices and had agreed to pay 3 Com.OS.No.823/2024 the amounts within 60 days from date of receipt of goods.
Failure to which the defendant No.2 was also liable to pay interest at 18% p.a. Inspite of repeated demands the defendant No.2 made a part payment of Rs.50,000/- on 18.08.2021 and as per the ledger account maintained by the plaintiff the defendant No.2 was liable to pay balance amount of Rs.24,58,249/-. The plaintiff issued a legal notice dated 20.05.2023 calling upon the defendant No.2 to make good the balance amount which came to be duly received by the defendant No.2 but the defendant No.2 neither complied with the notice nor sent any reply. It is submitted that as on 31.05.2024 as per the running account maintained by the plaintiff the defendant No.2 was due to pay a sum of Rs.19,31,294/- with interest at 18% p.a. It is submitted that the defendant No.2 in the meanwhile sold all the assets, liabilities and business of M/s National Die Casting to defendant No.1 which as acquired and taken over all the assets, liabilities and business of defendant No.2 with effect from 08.09.2023. in view of it both defendant Nos.1 and 2 become jointly and severally liable pay the suit claim as prayed. The 4 Com.OS.No.823/2024 plaintiff instituted PIM proceeding in PIM No.299/2024 in which the notice were served upon the defendant but the defendants failed to appear and the same was closed as a non-starter. Hence the suit.
3. Upon service of summons the defendant No.2 remained absent and has been placed exparte. The defendant No.1 appeared through counsel and filed the written statement denying the plaint averments in toto contending that the defendant No.1 is not a privy to the contract between the plaintiff and defendant No.2 and all the business transactions whatever has taken between plaintiff and defendant No.2 are not within the knowledge of the defendant No.1 and therefore no liability accrues on defendant No.1 to make payments. It is submitted that M/s National Die Casting a proprietorship concern owned by defendant No.2 was shutdown for 12 to 14 months during the period 2022-23. Thereafter 2 nd defendant requested the first defendant to purchase the National Die Casting business and accordingly in the month of August 2023 defendant No.1 bought the business of M/s National Die Casting from defendant No.2. At that point of time defendant No.1 had no idea of the previous 5 Com.OS.No.823/2024 transactions, contracts or any outstanding dues due by the second defendant payable to any person with respect to M/s National Die Casting business. The defendant No.1 only agreed to pay the arrears of rent for the premises in which the business was situated amounting to Rs.5,00,000/- which was set off against the total consideration for purchase of the business. Subsequently the defendant No.1 along with defendant No.2 came to reconstitute M/s National Die Casting and the same was converted into a LLP by name M/s. Shubha Aluminium Casting LLP. On 09.02.2024 the defendant No.2 resigned as partner of M/s. Shubha Aluminium Casting LLP and in his place the LLP was reconstituted by admitting two othe partners. Defendant No.2 exited from M/s. Shubha Aluminium Casting LLP by receiving a sum of Rs.25,00,000/-. The defendant No.1 purchased the business on 01.07.2024 by obtaining loan from Ms. Dashmi Souharda Credit Cooperative Limited for Rs.10,00,000/- for which the new partners had pledged the gold ornaments and availed the loan. It is submitted that M/s National Die Casting is not known as M/s. Shubha Aluminium Casting LLP as described in the plaint. It is submitted that M/s. Shubha Aluminium Casting LLP 6 Com.OS.No.823/2024 is a separate entity from M/s National Die Casting. The dispute is between the plaintiff and the second defendant for which the defendant No.1 cannot be held liable and on these grounds sought for dismissing the suit against defendant No.1 with costs.
4. On the basis of the above pleadings the following issues and additional issues have been framed:
ISSUES
1) Whether the plaintiff proves that defendants 1 and 2 are liable to pay a sum of Rs.43,89,543/- being the amounts due with interest under the invoices described in para 4 of the plaint?
2) Whether defendant No.1 proves that no liability exist on its part to pay the suit claim as the contract is between plaintiff and defendant No.2 and defendant No.1 is not a privy to the said contract?
3) Whether the plaintiff is entitled for the suit claim as prayed?
4) What order or decree?7
Com.OS.No.823/2024
5. The plaintiff examined one of his Director Mr. Sanjai Singh as P.W.1 and got marked documents at Ex.P.1 to P.17. The defendant No.1 examined its partner P Nagendra as D.W.1 and got marked document sat Ex.D.1 to D.11.
6. Heard the learned counsel appearing for the plaintiff and the counsel for defendant. Perused the entire material on record.
7. My answer to the above issues are as under:-
Issue No.1 : In the Affirmative. Issue No.2 : In the Negative. Issue No.3 : In the Affirmative. Issue No.4 : As per final order for the following.
REASONS
8. ISSUE Nos.1 and 2: These issues are interlinked with each other and to avoid repetition of facts and evidence they are taken up together for answering.
It is the plaintiff's contention that M/s National Die Casting of which the defendant No.2 was the proprietor had purchased goods worth Rs.25,08,249/- on credit 8 Com.OS.No.823/2024 basis towards which a part payment of Rs.50,000/- was made and there was an outstanding balance of Rs.24,58,249/-. It is the contention of the plaintiff that the defendant No.2 has sold all the assets, liabilities and business of M/s National Die Casting to defendant No.1 which has acquired the same with effect from 08.09.2023 and therefore defendant Nos. 1 and 2 have become jointly and severally liable to pay the outstanding amount with interest. Per contra it is the contention of defendant No.1 that it is separate entity from M/s National Die Casting and though defendant No.2 sold M/s National Die Casting to parter of defendant No.1 it was never informed about outstanding amounts due by M/s National Die Casting to its customers and at the time of purchase of the business M/s. Shubha Aluminium Casting LLP had only purchased the business in as is where is condition and it is entirely a different entity from M/s National Die Casting and there is no privity contract with plaintiff as defendant No.1 was not a party to the the transactions between the plaintiff and M/s National Die Casting and therefore no liability accrues on part of defendant No.1
9. The Director of the plaintiff examined himself as P.W.1 9 Com.OS.No.823/2024 reiterating the averments made in the plaint. He has got marked documents at Ex.P.1 to P.17. Ex.P.1 is the board resolution in favour of P.W.1. Ex.P.2 is the certificate of incorporation of the plaintiff which are not in dispute. Ex.P.3 to P.9 are the invoices with respect to supply of goods to M/s National Die Casting which are not in dispute as defendant No.2 has remained exparte before the Court. All the invoices raised by the plaintiff are in the name of M/s National Die Casting. Ex.P.10 is the ledger extract for the period April 2014 to June 2024 again standing in the name of M/s National Die Casting disclosing the outstanding amount. Ex.P.11 is the copy of the legal notice sent to defendant No.2 as proprietor of M/s National Die Casting which is duly received by defendant No.2 as per the postal acknowledgement at Ex.P.13. Ex.P.14 is the interest calculation sheet. Ex.P.15 is the application filed for PIM proceedings. Ex.P.16 is the non-starter report issued in PIM No.599/2024. Ex.P.17 is the printouts of the whatsapp chats with D.W.1 and plaintiff which is supported by a certificate under Sec.63 (4)(c) of BSA 2023.
10. Against the evidence of the plaintiff the designated 10 Com.OS.No.823/2024 partner of the first defendant Sr. Nagendra P examined himself as D.W.1 reiterating the averments made in the written statement and got marked documents at Ex.D.1 to D.11. Ex.D.1 is the letter dated 24.08.2023 issued to the owner of the premises with regard to change of ownership of M/s National Die Casting to Mr. Nagendra. Ex.D.2 is the letter issued by MCA regarding registration of M/s. Shubha Aluminium Casting LLP. Ex.D.3 is the certificate of incorporation of M/s. Shubha Aluminium Casting LLP. Ex.D.4 is the bank statement pertaining to Mr. P.Nagendra. Ex.D.4(a) is the copy of the said bank statement. Ex.D.5 is the LLP agreement between Nagendra and defendant No.2. Ex.D.6 is the letter dated 09.02.2024 under which defendant No.2 has resigned as partner of M/s. Shubha Aluminium Casting LLP. Ex.D.7 is the supplementary agreement to the LLP agreement dated 09.02.2024 under which the outgoing partner is replaced by wife of Mr. P. Nagendra by name Ms. Shilpa. Ex.D.8 is the cancelled letter of corporate guarantee with cheque for Rs.10,00,000/- issued to M/s Dashmi Souharda Credit Cooperative Limited. Ex.D.9 is the gold deposit receipts. Ex.D.10 is the letter dated 09.02.2024 issued by defendant No.2 to M/s. Shubha Aluminium 11 Com.OS.No.823/2024 Casting LLP saying that he alone is responsible for the dues of M/s National Die Casting. Ex.D.11 is the registration certificate of M/s. Shubha Aluminium Casting LLP.
11. As regards the purchase of the goods on credit basis by M/s National Die Casting which was earlier a proprietary concern of defendant No.2 there is no challenge to the evidence of the plaintiff and the documents tendered in evidence and marked as Ex.P.3 to P.10 as defendant No.2 has not participated in the proceedings by remaining exparte. He has been served with the notice demanding the outstanding amount as per Ex.P.11 and P.30 and therefore as per the statement of accounts at Ex.P.10 and the interest calculation sheet M/s National Die Casting is due to pay the suit claim to the plaintiff.
12. This brings us to the next question as to who is liable to make good the payments. It is averred in the plaint that during 2023 M/s National Die Casting came to be purchased by defendant No.1. The same is not in dispute. It is also averred in the written statement filed by defendant No.1 and also suggested in the cross-
12Com.OS.No.823/2024 examination of P.W.1 that Mr. P Nagendra i.e., D.W.1 purchased M/s National Die Casting. It is the contention of the defendant No.1 that D.W.1 along with defendant No.2 constituted M/s. Shubha Aluminium Casting LLP and subsequently defendant No.2 has resigned as a partner of M/s. Shubha Aluminium Casting LLP and therefore M/s National Die Casting and M/s. Shubha Aluminium Casting LLP being two separate entities no liability accrues as there is no privity of contract between plaintiff and defendant No.1. Though it is brought out in the cross- examination of P.W.1 that M/s National Die Casting had remained in default in making payment under the invoices it is brought out in the evidence that subsequently M/s National Die Casting has been taken over by M/s. Shubha Aluminium Casting LLP. D.W.1 has taken up a contention that he was not at all aware of any liabilities due payable by M/s National Die Casting when he purchased M/s National Die Casting. It is brought out in the cross- examination that defendant No.1 i.e., M/s. Shubha Aluminium Casting LLP had purchased M/s National Die Casting and with the same machineries they have continued the business with the existing customers. Strangely an answer is given in the cross-examination 13 Com.OS.No.823/2024 that D.W.1 was not aware of the liabilities of the M/s National Die Casting. It is not possible to accept the said contention as a person who takes over or purchases the business will be acquiring the same along with all its liabilities. To substantiate that no liability accrued on D.W.1 or defendant No.1 to make good the liabilities of M/ s National Die Casting the defendant chooses to rely upon the letter dated 09.02.2024 at Ex.D.10 which is a letter issued by defendant No.2 stating that defendant No.1 is not liable for the outstanding liabilities of M/s National Die Casting and only he alone is responsible. A mere issuance of such letter will not take away the liability on part of defendant No.1 to clear the outstanding dues payable by M/s National Die Casting upon having taken over the entire business. It is to be presumed that defendant No.1 having purchased M/s National Die Casting would have taken over all the liabilities together with the assess and therefore the defendant No.1 along with defendant No.2 becomes jointly and severally liable to pay the outstanding dues payable by M/s National Die Casting. Merely because as on the date of transaction with the plaintiff, defendant No.1 had not come into existence it does not take away the liability as subsequently 14 Com.OS.No.823/2024 defendant No.1 has purchased M/s National Die Casting and therefore it has acquired all the assets and liabilities together. There is no material on record or by way of evidence to substantiate that M/s. Shubha Aluminium Casting LLP and M/s National Die Casting are two different entities. Having purchased M/s National Die Casting it has ceased to exist and intern it has become a part of M/s. Shubha Aluminium Casting LLP and therefore defendant No.1 is also equally liable to clear the outstanding amounts due by M/s National Die Casting. Accordingly the plaintiff is entitled to recovery suit claim from both defendant Nos.1 and 2 as prayed. Hence, I answer Issue Nos.1 in the Affirmative and Issue No.2 in the Negative.
13. ISSUE Nos.3:- In view of the findings arrived under issue Nos. 1 and 2 the defendant Nos. 1 and 2 become jointly and severally liable to pay the suit claim as prayed with interest. Accordingly I answer Issue No.3 in the Affirmative.
14. ISSUE No.4:- For the aforesaid reasons, I pass the following.
15Com.OS.No.823/2024 ORDER Suit of the plaintiff is decreed with costs.
The defendants No.1 and 2 are jointly and severally liable to pay to the plaintiff a sum of Rs.43,89,543/-
(Rupees Forty Three Lakhs Eighty Nine Thousand Five Hundred and Forty Three Only) with interest at the rate of 18% p.a. from the date of suit till realization.
Draw decree accordingly.
Office to send soft copy of the judgment to respective parties on their email if furnished.
[Dictated to the Stenographer Grade-III, transcribed by her, corrected and signed by me then pronounced in the Open Court, dated this the 1st day of July 2025] (ARJUN. S. MALLUR) LXXXV Addl.City Civil & Sessions Judge, Bengaluru.
ANNEXURE LIST OF WITNESSES EXAMINED ON BEHALF OF PLAINTIFF:
16Com.OS.No.823/2024 PW-1 Sri.Sanjai Singh LIST OF DOCUMENTS EXHIBITED ON BEHALF OF THE PLAINTIFF Ex.P.1 Board resolution dated 02.03.2024. Ex.P.2 Certificate of incorporation of plaintiff. Ex.P.3 to 7 invoices.
9 Ex.P.10 Ledger account of the defendant maintained with the plaintiff. Ex.P.11 Office copy of the legal notice dated 20.05.2023.
Ex.P.12 & Postal receipt and postal acknowledgment. 13 Ex.P.14 Interest calculation sheet.
Ex.P.15 & Certified copy of the application and non 16 starter report in PIM No.599/2024.
Ex.P.17 Printout of the WhatsApp communication between plaintiff and the defendant with certificate u/S 63(4)(C) of BSA, 2023.
LIST OF WITNESSES EXAMINED ON BEHALF OF THE DEFENDANT D.W.1 Sri. Nagendra P LIST OF DOCUMENTS EXHIBITED ON BEHALF OF THE DEFENDANT Ex.D.1 Letter dated 24.08.2023.
Ex.D.2 Letter from MCA dated 06.09.2023.
17Com.OS.No.823/2024 Ex.D.3 Certificate of incorporation dated 09.10.2023.
Ex.D.4 Bank statement. (subject to objections)
Ex.D.4(a) Bank Statement
Ex.D.5 LLP agreement.
Ex.D.6 Letter dated 09.02.2024.
Ex.D.7 Supplementary agreement to the LLP
agreement dated 09.02.2024.
Ex.D.8 Cancelled letter of corporate guarantee
along with cheque.
Ex.D.9 Gold deposit receipts (3 in numbers)
Ex.D.10 Letter dated 09.02.2024.
Ex.D.11 Registration Certificate of Defendant
(ARJUN. S. MALLUR)
LXXXV Addl.City Civil & Sessions Judge, Bengaluru.
18