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However, on 2nd July, 2008, the complainant proposed to transfer his share in the company M/s JMD Special Steel Private Limited to the present petitioner. It was represented to the petitioner that the entire investment in M/s JMD Special Steel Private Limited was made only by the complainant and that Rajiv Gaddh had not made any investment in the said Company, although Rajiv Gaddh had been introduced by the complainant as partner in the Company to the extent of 50%. Therefore, since the complainant was leaving the Company, hence, he would be required to be reimbursed with the entire amounts available with the Company as on the date when the petitioner was proposed to be introduced in the Company-M/s 7 of 44 CRM-M-8766-2018(O&M) - 8- JMD Special Steel Private Limited. It is the contention of the learned counsel for the petitioner that on 28th July, 2008, the petitioner purchased 50% shares in the Company M/s JMD Special Steel Private Limited, which stood in the name of the complainant and accordingly, paid the value of the shares, amounting to `50,000/- . However, this transaction only settled the share- holding aspect. But since the complainant had claimed to have invested the entire amounts in M/s JMD Special Steel Private Limited, therefore, he was required to be reimbursed with the entire amount standing in the account of M/s JMD Special Steel Private Limited. As a result, the petitioner paid the total amount of `2.45 crores to the complainant, through the company M/s JMD Special Steels Private Limited accounts; on 13th August, 2008 and 20th August, 2008. This amount had duly been transferred in the personal account of the complainant from the account of M/s JMD Special Steel Private Limited. Thereafter, the complainant had resigned from the Company M/s JMD Special Steel Private Limited on 11th August 2008. The necessary intimation to the Registrar of the Company was also sent on 3rd September, 2008. This finally severed the connection of the complainant with the Company named M/s JMD Special Steel Private Limited.

At the time of arguments, learned counsel for the complainant has detailed the investments made by the complainant by submitting that an amount of Rs.1 Crore was paid directly to the J & K Bank from the account of M/s Aastha Trading Company and another amount of Rs.2.45 Crores was 30 of 44 CRM-M-8766-2018(O&M) - 31- paid to the M/s JMD Special Steel Private Limited and hence, he invested Rs.3.45 Crores towards purchase of properties from Jammu & Kashmir Bank. However, while raising this argument, counsel for the complainant has tried to introduce the fallacy of logic; by counting the entire money paid to the company M/s JMD Special Steel Private Limited; as having been paid towards the purchase price of the properties from the J & K Bank. However, when confronted with the documents, learned counsel for the complainant was constrained to admit that out of Rs.2.45 Crores paid to the account of Company M/s JMD Special Steel Limited; only an amount of Rs.1.80 Crores was invested towards purchase price of the properties being purchased from J & K Bank and that only this amount of Rs.1.80 Crores was invested from the company M/s JMD Special Steel Pvt. Limited. Therefore, even if the entire funds of the company M/s JMD Special Steel Pvt. Limited is taken to be investment of the complainant; then also; so far as the purchase of the properties from Jammu & Kashmir Bank is concerned, the complainant has, admittedly, paid only an amount of Rs. 2.80 Crores (1 Crore paid directly to J & K Bank and Rs. 1.80 Crores paid through M/s JMD Special Steel Pvt. Limited), out of Rs.4 crores towards the purchase price of the properties. The remaining amount of Rs.1.20 Crores has come, admittedly, from the petitioner. In lieu of this investment of Rs.2.80 crore, the complainant got moveable properties worth Rs.35 lacs exclusively in the name of his own company M/s Aastha Trading Company, and in lieu of the balance amount of Rs.2.45 Crores, the complainant / his company M/s JMD Special Steel Pvt. Limited got 2/3rd share in immovable property, which was purchased from Jammu & Kashmir Bank. This 2/3rd share in immovable property is quiet proportionate to investment made by the complainant as 31 of 44 CRM-M-8766-2018(O&M) - 32- 2/3rd share of the purchase price. Therefore, at the time of purchase process, no loss was caused to the complainant. The loss perception of the complainant is based upon fallacy of calculations because the complainant is treating the total amount of Rs.2,52,50,000/- as having gone from the account of M/s JMD Special Steel Private Limited because it is so mentioned in the sale certificate issued qua the immovable properties. It is, however, not disputed by either of the parties that although M/s JMD Special Steel Private Limited got 2/3rd share but the entire amount 2/3rd sale price had not gone from the account of M/s JMD Special Steel Private Limited. Although in the sale certificate 2/3rd share of immovable property is proposed to be transferred in favour of M/s JMD Special Steel Pvt. Limited; on the ground that an amount of Rs.2,52,50,000/- has been received from M/s JMD Special Steel Private Limited as 2/3rd price, however, admittedly, from the account of M/s JMD Special Steel Private Limited, only 1.8 Crore was invested towards the purchase price of the immoveable property from Jammu & Kashmir Bank. A part of amount paid directly by the complainant from the account of M/s Aastha Trading Company is also counted to make- up this amount of Rs.2,52,50,000/-. Hence, it is clear that the complainant is counting the amount of Rs.1 crore paid to J & K Bank directly from M/s Aastha Trading Company account at two places, i.e. as an investment from M/s Aastha Trading Company and also as sale price paid from the side of M/s JMD Special Steel Private Limited, whereas, this is only one amount. Therefore, the loss perceived by the complainant in the process or at the time of purchase of the properties is non-existence. He has paid Rs.2.80 Crores, either directly or through M/s JMD Special Steel Private Limited (Rs.1 Crore directly to J & K Bank from the account of M/s Aastha Trading 32 of 44 CRM-M-8766-2018(O&M) - 33- company and Rs.1.80 Crores through the account of M/s JMD Special Steel Private Limited) and he has received moveable or immoveable properties worth this amount as well (moveable properties worth Rs.35 lacs + 2/3rd share in property worth Rs.2.45 Crores in immoveable properties). This concludes the process of purchase of the properties, moveable and immoveable, in the auction process from Jammu & Kashmir Bank; in which the complainant invested an amount of Rs.2.80 Crores and got properties worth amount Rs.2.80 Crores and the petitioner invested Rs.1.2 Crores and he got properties worth Rs.1.2 Crores only. Therefore, there is no extra loss or gain to either of the side.

During the arguments, with great effort, ld. counsel for the complainant has tried to show that the complainant suffered a loss of Rs.65 lacs while dealing with the petitioner and his brother. It is submitted by him that the complainant paid Rs.1 Crore directly to the Jammu & Kashmir Bank from the accounts of M/s Aastha Trading Company and he credited Rs.2.45 crores to the account of M/s JMD Special Steel Private Limited. Therefore, his total investment has been an amount of Rs.3.45 crores, whereas, he has got share in the property only worth Rs.2.80 crores. Hence, there is loss of Rs.65 lacs. Here again, the complainant is introducing a fallacy of logic. The complainant has not given any details as to when he deposited the amount of Rs.2.45 Crores in the account of M/s JMD Special Steel Private Limited. No details of deposit or dates of deposit are mentioned by him anywhere. The complainant has also not been able to refer to any documentary record to show that the company M/s JMD Special Steel Private Limited was having any worth or any amount more than Rs.1.8 Crores in its account at the time of purchase of the properties from J & K 33 of 44 CRM-M-8766-2018(O&M) - 34- Bank. As per the record and the balance sheet of the Company at the time of purchase, there was only Rs.1.8 Crores in the account of the company M/s JMD Special Steel Private Limited. There was absolutely no other amount reflected in the balance sheet. Even this amount of Rs.1.8 Crores was shown only as having been already invested in purchase of the property. Learned counsel for the petitioner has rightly pointed out that as on March, 2007 there is no amount shown in the account of the Company M/s JMD Special Steel Private Limited except the abovesaid worth of Rs. 1.80 Crores. However, after April, 2007 and before April, 2008 some amount seems to have come to the account of M/s JMD Special Steel Private Limited. Therefore, in April 2008, the account of the Company M/s JMD Special Steel Private Limited reflects as Rs.2.45 Crores; including the already invested abovesaid amount of Rs.1.8 Crores. This would suggest that an amount of Rs.65 lacs has possibly come to the account of M/s JMD Special Steel Private Limited after the transaction of purchase of the property from Jammu & Kashmir Bank was already over in the year 2005. Even this amount of Rs.65 lacs, which had come to the account of M/s JMD Special Steel Private Limited, much after the purchase of the property from Jammu & Kashmir Bank, was repaid to the complainant. This is clear from the fact that in the year 2008, M/s JMD Special Steel Private Limited had Rs.2.45 crores (Rs. 65 lacs added later on + Rs.1.80 Crores already invested towards purchase of property from Jammu & Kashmir Bank). This entire amount of Rs.2.45 Crores was; admittedly; paid by the petitioner to the complainant in the year 2008. This means that the petitioner has repaid the investment made by M/s JMD Special Steel Private Limited in the year 2005, as well as the subsequent amount of Rs.65 lacs, which the complainant may have 34 of 44 CRM-M-8766-2018(O&M) - 35- credited to the account of M/s JMD Special Steel Private Limited after purchase of the properties from the Jammu & Kashmir Bank. However, the complainant is counting as if this amount of Rs.65 lacs was also paid by him to M/s JMD Special Steel Private Limited in the year 2005 and the same was also invested towards the purchase price of the properties to Jammu & Kashmir Bank. Therefore, the perception of the complainant qua loss at the time of purchase of the said properties emerges qua an amount which was not even in existence in the account of M/s JMD Special Steel Private Limited in the year 2005 and which was not at all invested towards the purchase consideration paid to the Jammu & Kashmir Bank. This amount of Rs.65 lacs was, probably, credited by the complainant or by Rajiv Gaddh in the account of M/s JMD Special Steel Pvt. Ltd subsequent to the purchase of the properties and the same was reimbursed also to the complainant subsequent to the purchase of properties, in the year 2008. This conclusively shows that so far as the process of purchase of the properties from Jammu & Kashmir Bank is concerned, there is no loss of Rs. 65 lacs even suggested to have caused to the complainant; as per any document placed on record or even pleaded by the complainant. 




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 CRM-M-8766-2018(O&M)                                               - 36-

It is an admitted fact that the auction price was an amount of Rs.4 crores. The properties comprised of moveable and immoveable properties. The moveable properties worth Rs.35 lacs, have gone to M/s Aastha Trading Co. exclusively. The balance sale price remains to be Rs.3.65 crores. The petitioner, admittedly, paid an amount of Rs.1.2 Crores out of the balance sale price of Rs.3.65 Crores; meant for immoveable property. This amount is 1/3rd of the sale consideration for immoveable property (this is short of 1/3rd by about Rs. 2 lacs only - which the complainant gets compensated at the time of purchase of stake by petitioner in M/s JMD Special Steel Private Limited). Accordingly, he has got 1/3rd share in immoveable property in the name of his company M/s Vikarmaditya Associates. Remaining 2/3rd amount had come from the complainant or his company M/s JMD Special Steel Private Limited. Therefore, 2/3rd share of the immoveable property had gone to the share of M/s JMD Special Steel Private Limited. Later on, in the year 2008, the entire stake of complainant in M/s JMD Special Steel Private Limited, which was only 2/3rd share in the properties purchased from the Jammu & Kashmir Bank, was also purchased by the petitioner, by paying to the complainant the entire amount standing in the account of M/s JMD Special Steel Private Limited as investment of the complainant. The total amount reflected in the balance sheet and the account of the Company at that time was Rs.2.45 Crores, which included Rs.1.8 Crore worth of the investment already made towards the purchase of the property from Jammu & Kashmir Bank. This entire amount of Rs.2.45 Crores was paid by the petitioner to the complainant. Since the 2/3rd share in the property purchased from Jammu & Kashmir Bank was standing in the name of the M/s JMD Special 36 of 44 CRM-M-8766-2018(O&M) - 37- Steel Private Limited, therefore, with the purchase of the entire stake in the Company M/s JMD Special Steel Private Limited, the petitioner also became owner of 2/3rd share in immoveable properties purchased from Jammu & Kashmir Bank, which was till now in the name of M/s JMD Special Steel Private Limited. In the entire process, the petitioner pays an amount of Rs.3.65 Crores (Rs.1.2 Crores at the time of process of purchase + Rs.2.45 Crores at the time of purchase of company M/s JMD Special Steel Private Limited from the complainant) and he gets immoveable property worth Rs.3.65 Crores only; which was purchased from Jammu & Kashmir Bank. However, despite the petitioner having paid the full price of immoveable properties, partly paid directly and partly by purchasing M/s JMD Special Steel Private Limited, there remains a rider on the share of the petitioner in the said property. As mentioned above, while launching the company M/s JMD Special Steel Pvt. Limited, the complainant had made Rajiv Gaddh a partner to the extent of 50% share. Therefore, when the M/s JMD Special Steel Private Limited owned 2/3rd share in the immoveable property purchased from Jammu & Kashmir Bank, then Rajiv Gaddh also became owner of the said property to the extent of 50% by default. As a result, when the petitioner purchased that Company M/s JMD Special Steel Private Limited, then also Rajiv Gaddh remained owner of the immoveable property of M/s JMD Special Steel Private Limited to the extent of 50% share. Therefore, in the last analysis; in the property purchased from Jammu & Kashmir Bank, Rajiv Gaddh still remain holder of 1/3rd share in the immoveable property whereas the petitioner could become owner of only 2/3rd share, despite having paid the entire amount of sale consideration, which was paid to the Jammu & Kashmir Bank. Hence, it was the petitioner 37 of 44 CRM-M-8766-2018(O&M) - 38- who was at some loss in the entire process. Not only this, since M/s Aastha Trading Company had undertaken to pay the labour dues of the NPA Company M/s Prabhat General Agencies, therefore, while purchasing M/s JMD Special Steel Private Limited with its entire stake, the petitioner also had to pay Rs.50 lacs as labour dues amount as well. Seen in terms of money, the petitioner paid Rs.4.15 crores for immoveable property whereas, he got only 2/3rd share in immoveable property worth Rs.3.65 Crores in total.