BALMER LAWRIE Vs. RAVISHANKAR RAMCHANDRAN

JUDGEMENT

(1.) This is an application at the instance of the plaintiff in the suit, under Order XII Rule 6 of the Code of Civil Procedure, 1908 (in short "the Code") for a judgment upon admission against the defendants for a sum of Rs.4,45,42,894.98.

(2.) The petitioner company carries on the business, inter alia, of travel and vacation services. The respondent no.3 was engaged in the business of travel and tour operations under the trade name, "Vacation Exotica". The respondent nos. 1 and 2 were the directors of the respondent no.3. By and under an agreement dated January 28, 2014 executed between the petitioner and the respondents, the petitioner acquired the tours and travel business run by the respondent no.3 on terms and conditions mentioned therein. A copy of the said agreement has been annexed to the petition. As per the said agreement dated January 28, 2014 as the consideration for purchase of all the assets of the respondent no.3 including its trade name in respect of the said travel and tour business, without any liability, the petitioner agreed to pay Rs.13.50 crore to the respondent no.3. Any liability of the debit balance in the cash credit account of the respondent no.3 vendor with bank if, paid by the petitioner would be deducted from the agreed consideration of Rs.13.50 crores. The closing date of the said agreement was fixed on March 31, 2014 or such earlier date as the parties would mutually agree. According to the petitioner, the consideration agreed upon in the said agreement dated January 28, 2014 was fixed at Rs.13.50 crores but was subject to final accounting of the liabilities of the respondent no.3 and in terms of the closing date as agreed amongst the parties. The petitioner claims that subsequently, upon finalisation of the accounts between the parties and post transfer of the business assets and liabilities, it transpired that the petitioner had also bought in excess liabilities than that what had been agreed upon between the parties. As such, the petitioner called upon the respondents, particularly the respondent nos. 1 and 2 to make over a sum of Rs.4,09,93,806.70 that had been paid more than their obligation. Out of the said sum of Rs.4,09,93,806.70 on July 30, 2015 and on August 16, 2015 the said respondents made payment of Rs.8.50 lakhs and Rs.2 lakhs to the petitioner. The respondent nos. 1 and 2 further assured the petitioner that they would pay the balance amount of Rs.3,99,43,806 at the earliest. By an instrument executed on March 18, 2016 the respondent nos. 1 and 2 acknowledged their liability to the petitioner for the said sum of Rs.3,99,43,806.70 and also sought to create a mortgage of a property situated at Village Chembur, Taluka Kurla, Mumbai. A copy of the said instrument dated March 18, 2016 executed by the respondent nos. 1 and 2 has also been disclosed in this application. The petitioner claims that by executing the said instrument dated March 18, 2016 the respondent nos. 1 and 2 have not only admitted their liability to pay the said sum of Rs.3,99,43.806.70 to the petitioner but they also acted upon the said instrument by making over the original title deed of one of their properties to the petitioner. The petitioner has also disclosed a copy of the said original title deed in respect of the property situated at Flat no.202, on the Second Floor in the building, at Station Avenue Road, Village Chembur, Taluka Kurla, Mumbai, has also been disclosed. In spite of the acknowledgement of their liability to pay Rs.3,99,43,806.70 the respondent nos. 1 and 2 have failed and refused to pay the said amount to the petitioner. In view of the default committed by the respondent nos. 1 and 2 to repay the said sum of Rs.3,99,43,806.70 the petitioner also claims interest claimed on the said amount at the rate of 12% per annum on and from October, 2016 till February 28, 2018. Thus, the petitioner has filed the suit against the respondents claiming a decree for Rs.4,45,42,894.98 against them.

(3.) According to the petitioner, the said instrument dated March 18, 2016 contains the admission of the respondent nos. 1 and 2 of the liability to pay Rs. Rs.3,99,43.806.70, as also to pay interest at the rate of 12%, per annum from October 01, 2016 and respondent no.1 has allowed deduction of Rs.21,77,133.25 from his salary. After giving credit to the respondent for the said sum of Rs. 21,77,132.25, a sum of Rs.4,45,42,894 remains due and owing by the respondents to the petitioner. The petitioner claims that in view of the the clear and unequivocal admission made by the respondent no.s 1 and 2 by the said agreement dated March 18,2018 it is entitled to a judgment upon admission against the said respondents for the said sum of Rs.4,45,42,894.98.