Indian Kanoon - Search engine for Indian Law

1. The present suit has been filed by the plaintiff against the defendants for recovery of Rs. 48,05,888/- along with pendente lite and future interest @ 24% p.a. along with costs of the suit in favour of the plaintiff and against the defendants.

2. The facts in nutshell as averred in plaint are that the plaintiff is engaged in providing consultancy services in the field of highways and bridges. The plaintiff earlier served in M/s SNC Lavlin / Span Consultants and headed the highways and bridges division up to June 2011 and thereafter in Stup Consultants where he also headed the highways division. The defendant no. 1 is a company having registered office at Plot no. 14, Second Floor, Dhanpat Colony, Rajender Nagar, Sahibabad, Ghaziabad (UP) - 201005 and runs its business at the said address. The defendant nos. 2 and 3 are the Directors of the defendant no. 1 company and are engaged in its day to day business affairs. The defendant nos. 2 and 3 also administer, manage and control the defendant no. 1 company from the above said registered office. The defendants are engaged in the field of soil and Geo technical investigations related to consultancy for highways and bridges in which the plaintiff deals. The defendant no. 2 came in contact with the plaintiff about 10 - 12 years back as defendant no. 2 used to work with the plaintiff as Sub- Consultant.

4. The plaintiff further stated that in the plaint that in the month of September, 2017, the plaintiff was planning to stop working with M/s Stup Consultants due to his advancing age, however, the defendant no. 2 approached him and started coaxing him to join hands and to help them technically and administratively in their consultancy work. After meeting with the plaintiff, defendant no. 2 called Annual General Meeting of the defendant no. 1 company and adopted the plaintiff as a Director of the defendant no. 1 company. The corporate office of the company shifted to the address of the plaintiff. An Office Space at 110, First Floor, DDA Tower-II, District Centre, Janak Puri, Delhi 110058 was hired and finally the plaintiff started to look after the work of the defendant company from 01.04.2018. Besides contributing his technical skills, the plaintiff also looked after tenders, contracts, design matters as well as administrative work. It was agreed between the Directors that the plaintiff and the defendant no. 2 will draw a salary to the tune of Rs. 1 lakh per month each and the profits of the company would be shared among them equally. The defendant no. 1 already had a current account in Corporation Bank, Ghaziabad but to have easy access to a bank near office, the current account no. 918020043058134 in Axis Bank was opened on 08.05.2018. The procedure adopted for incurring expenditure was that the defendant no. 2 would raise a proposal and the plaintiff would authorize the payment. The defendant no. 2 never shared with the plaintiff the financial status of the current account in the Corporation Bank. To run the affairs of the company as and when company required funds, defendant no. 2 requested the plaintiff for financial help and believing him, the plaintiff always helped the defendants financially by transferring money from his account to the account of defendant no. 1 company. By the month of January, 2019 the total money transferred by the plaintiff to the defendant no. 1 company's account stood at Rs. 20,60,000/- apart from friendly cash loan of Rs. 12 lakh to defendant no. 2. To help in cleaning his credit card transactions, the plaintiff also transferred an amount of Rs. 1 lakh in the personal account of defendant no. 2 as requested by him.

6. The defendants filed a written statement and submitted that the suit is barred by limitation. It was further stated that this court does not have jurisdiction as the plaintiff alleged himself that the money given to the defendants was personal / friendly loan and / or issue related to salary / consultancy charges of the plaintiff, therefore the suit does not fall under the category of commercial dispute as per Section 2(c) of the Commercial Courts Act, 2015. It was stated that the plaintiff had prepared and filed forged and fabricated documents. The defendants stated that the defendant no. 2 was appointed as AR of the defendant no. 1 company on 11.08.2023. The defendant no. 2 had worked in various projects of Span Consultants Pvt. Ltd. & Stup Consultants Pvt. Ltd. wherein the plaintiff was the head of concerned department. The defendant no. 2 got to know plaintiff through the said projects and became close enough to give personal loans to each other on many occasions. The plaintiff quit his job in 2018 from Stup Consultants Pvt. Ltd. The plaintiff contacted defendant no. 2 and urged defendants to let him join defendant no. 1 as the Director and promised defendants to help them grow their company to leading highway consulting firm with his connections and abilities. The plaintiff told the defendants that he was also retired as Chief Engineer from Ministry of Road Transport & Highways, hence he was having very good PR with the concerned departmental heads. It was mutually decided that for every new project or business introduced by the plaintiff, plaintiff would get his share from the profits but plaintiff during his time as a Director from March, 2018 to April, 2019 did not introduce any project or business and did not fulfill the promise made by him before becoming the Director. No consultancy charges or salary of plaintiff was also agreed. After becoming a director, plaintiff wanted his own office and forced the defendants to hire an office near his home. The plaintiff did not listen to the requests of the defendants that they cannot afford an office for him and finding no other way and in the hope that the plaintiff will get good business for the defendants, the defendants took an office on rent on 01.04.2018 at 110, DDA Building, District Center, Janak Puri, Delhi - 110058. The plaintiff recruited his own staff i.e. one receptionist, one accountant and one driver without even discussing with the defendants. The plaintiff started to transfer some amount in defendant no. 1 bank account and started to pay his own office expenses including salaries of staff and also petrol for his personal use from company's account which were on very high side and was done without asking defendants or any resolution of company. The plaintiff used services of the driver in personal capacity without the knowledge and consent of the defendants. Due to said problem, defendant no. 2 asked the plaintiff to operate from another account and it was decided to open another account in Axis Bank, Janak Puri Branch near the office of the plaintiff. It was averred in the written statement that defendants have paid the loan amount of the plaintiff and there is no legal due on the defendants as on the date. As per mutual agreement total expense done by defendants to facilitate the plaintiff was to be paid back to the defendants in the eventuality if the defendants would not get any business from the efforts of the plaintiff. It was stated that the plaintiff forged and fabricated the loan confirmation certificate and provisional consultancy charges as both the certificates do not bear the signatures and seal of the defendants. Further, the same were neither entered into the register of Registrar of Companies as per Companies Act nor any resolution was passed by the defendants with respect to salary / consultation charges. It was stated that the plaintiff still possessed many letter heads of defendant no. 1 with mala fide intention to misuse them against the defendants. On demand of the plaintiff, defendants purchased a laptop vide bill dated 11.05.2018 which the plaintiff still possessed and he was to return it to the defendants prior to leaving the company as a director i.e. he was using the said laptop without any authority from the defendants. It was denied that sometimes the defendant no. 2 used to take the friendly cash loans from the plaintiff to the tune of Rs. 30,000/- to Rs. 40,000/- at a time to buy equipment and machinery and often used to return the same as and when he got the payment. It was also denied that as the defendant no. 2 expanded his business, the payments of friendly cash loan started sipping or by the year 2015 the total outstanding of friendly loan aggregated to a total of Rs. 4 lakhs. It was denied that considering good family relations and believing in defendant no. 2, the plaintiff extended financial help to him in cash on various occasions during the year 2015 to 2017 for construction of his house and the total cash help added up to Rs. 12 lakhs. It was denied that later on the plaintiff came to know that the defendant no. 2 also used this loan money to buy a shop in Modi Nagar. It was denied that after meeting the plaintiff, defendant no. 2 called Annual General Meeting of the defendant no. 1 company or adopted the plaintiff as a director of defendant no. 1 company and the corporate office of the company shifted to the plaintiff's address. It was also denied that besides contributing his technical skills the plaintiff also looked after the tenders, contracts and designs matters as well as administrative work. It was also denied that it was agreed between the directors that the plaintiff and the defendant no. 2 would draw a salary to the tune of Rs. 1 lakh per month each and the profits of the company would be shared among them equally. It was admitted that the defendant no. 1 company already had a current account in Corporation Bank, Ghaziabad but to have easy access to a bank nearby office, a current account no. 918020043058134 was opened on 08.05.2018 in Axis Bank. It was denied that the procedure adopted for incurring expenditure was that the defendant no. 2 would raise a proposal and plaintiff will authorize the payment or that the defendant no. 2 never shared with the plaintiff the financial status of the current account in the Corporation Bank or that to run the affairs of the company as and when the company required funds the defendant no. 2 requested the plaintiff for financial help or believing him the plaintiff always helped the defendants financially by transferring money from his account to defendant no. 1 company's account. It was denied that by the month of January, 2019, the total money transferred by the plaintiff to defendant no. 1 company's account stood at Rs. 20,60,000/- apart from friendly cash loan of Rs. 12 lakh to the defendant no. 2. It was submitted that the defendant no. 2 repaid the loan amount of Rs. 1 lakh to the plaintiff. It was denied that the defendant no. 2 and the plaintiff withdrew a salary of Rs. 1 lakh each and every month till October, 2018. The defendants submitted that they never issued any 'Loan Confirmation Certificate' dated 08.11.2019 showing an outstanding loan of Rs. 13,08,900.57/- against the defendant no. 1 company as on 31.03.2019 or on 14.11.2019 issued the letter as mentioned in the plaint. It was submitted that all the documents including said documents filed by the plaintiff were false which were fabricated by the plaintiff with ulterior motives. It was stated that defendants had paid all legal dues to the plaintiff. It was further submitted that the plaintiff had never advanced cash loan of Rs. 12,00,000/-, hence, question to repay or of interest did not arise at all. It was inter alia submitted that defendants always respected the plaintiff hence they did not ask for the above said laptop till date and the defendants have also not taken any action for recovering their legally due amount on the plaintiff and also despite financial crunches, opened an office as per demand of the plaintiff. The defendants denied that they were liable to pay the total outstanding amount of Rs. 48,05,888/- (Rs. 15,36,688/- + Rs. 1,61,200/- + Rs. 31,08,000/-) up to the period of October, 2022 along with future interest @ 2% per month as per the market usages and custom of the trade. The defendants thus prayed that the suit of the plaintiff be dismissed.

count number. He deposed that the money transactions on behalf of defendant no. 1 company was done in two ways i.e. one by cheque which was handled by defendant no. 2 and secondly through online method which was initiated by defendant no. 2 and was authorized by him. He deposed that the Janakpuri office of defendant no. 1 company was opened with the mutual consent of him and defendant no. 2 and that he had stated to defendant no. 2 that only if the office of defendant no. 1 company would be opened at Janak Puri then he would work in the company. He de- posed that the office work of Janak Puri was being handled by him, however, the defendant no. 2 also used to come there as per his wish and that defendant no. 2 used to handle the filed work pertaining to the defendant no. 1 company. He deposed that he had signed on the rent agreement pertaining to the Janakpuri of- fice whereas defendant nos. 2 & 3 had not signed on it. He de- posed that the defendant no. 2 had worked as sub consultant with him from the year 2010 to January, 2018. He deposed that he had not issued any appointment letter to defendant no. 2 as a sub consultant, however, he was issuing work order to him on behalf of SNC Lovlin Company, Noida from 2010 till mid 2011 and subsequently on behalf of Stup Consultants, District Centre, Janakpuri from mid 2011 to January, 2018. He denied the sug- gestion that he had falsely mentioned in paragraph no. 6 of his af- fidavit Ex. PW1/A to the effect that the defendant no. 2 used to work with him as a sub consultant. He could not produce any such work orders as it was a record of the above said companies. He deposed that he started to sit and work in the Janak Puri office of the defendant no. 1 from April, 2018, he worked there till April, 2019 as a director, the defendant no. 1 company had re-