M/S UNIQUE ROOF PRIVATE LIMITED vs M/S AKZONOBEL INDIA LTD
- Court
- Karnataka High Court
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COMAP No. 141 of 2026
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IN THE HIGH COURT OF KARNATAKA AT BENGALURU
TH
DATED THIS THE 24 DAY OF SEPTEMBER, 2026
PRESENT
THE HON'BLE MR. JUSTICE D K SINGH
AND
THE HON'BLE MR. JUSTICE H.SHANTHI BHUSHAN
COMMERCIAL APPEAL NO. 141 OF 2026
BETWEEN:
1. M/S UNIQUE ROOF PRIVATE LIMITED
S.F. NO.240/1, IRUGUR ROAD,
CHINNIYAMPALAYAM, COIMBATORE - 641 062,
(TAMIL NADU).
ALSO, AT
M/S UNIQUE ROOF PRIVATE LIMITED,
NO.279, 280/1, G.K. AYYAMPALAYAM AND POST,
PALLADAM, TIRUPUR (DT),
TAMIL NADU - 641 662.
REP BY ITS MANAGING DIRECTOR.
2. MR. ANBIAH DEVASUNDARAM
MANAGING DIRECTOR
M/S UNIQUE ROOF PRIVATE LIMITED,
NO. 1, ANBU ILLAM, JYOTHINAGAR,
ND
2 STREET, UPPILIPALAYAM POST,
COIMBATORE - 641 015 (TAMIL NADU).
3. MR. ANBIAH BALA SUNDARAM,
DIRECTOR,
M/S UNIQUE ROOF PRIVATE LIMITED
CHINNIYAMPALAYAM, 2/28 1E,
TEACHERS COLONY, COIMBATORE - 641 062
(TAMIL NADU).
…APPELLANTS
(BY SRI. SURESH S. LOKRE, SENIOR COUNSEL FOR
SRI. SHRAVAN S. LOKRE, ADVOCATE)
Digitally
signed by
MALA K N
Location:
HIGH
COURT OF
KARNATAKA
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COMAP No. 141 of 2026
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AND:
M/S AKZONOBEL INDIA LTD
(FORMERLY KNOWN AS ICI INDIA LTD.,)
REGISTERED OFFICE AT
GEETHANJALI APARTMENT,
ST
1 FLOOR, 8B, MIDDELTON STREET,
KOLKATA - 700 071.
AMONG OTHERS HAVING ONE OFFICE AT
PLOT NO.62P,
HOSKOTE INDUSTRIAL AREA, PERFORMANCE
COATING DIVISION,
BENGALURU - 562 114.
REPRESENTED BY ITS
AUTHORISED PERSON
MR. ARJUNAN SUNDER RAMAN,
AGED ABOUT 45 YEARS.
…RESPONDENT
(BY SMT. NIYATHI.M, ADVOCATE FOR
SRI. UDAY SHANKAR R. MANJESHWAR,ADV., FOR C/R
(CP NO.3793/26))
THIS COMAP FILED UNDER SECTION 13(1-A) OF
COMMERCIAL COURTS ACT, PRAYING TO CALL FOR RECORDS
AND SET ASIDE THE JUDGMENT AND DECREE DATED
07.01.2026 PASSED IN COM.O.S.NO.997/2021 PASSED BY THE
X ADDITIONAL DISTRICT AND SESSIONS JUDGE, (DEDICATED
COMMERCIAL COURT) BENGALURU RURAL DISTRICT,
BENGALURU.
THIS APPEAL, COMING ON FOR ADMISSION, THIS DAY,
JUDGMENT WAS DELIVERED THEREIN AS UNDER:
CORAM: HON'BLE MR. JUSTICE D K SINGH
AND
HON'BLE MR. JUSTICE H.SHANTHI BHUSHAN
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COMAP No. 141 of 2026
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ORAL JUDGMENT
(PER: HON'BLE MR. JUSTICE H.SHANTHI BHUSHAN)
The present Commercial Appeal under Section 13(1A) of
the Commercial Courts Act, 2015 has been filed impugning the
judgment and decree dated 07.01.2026 passed by the X
Additional District and Sessions Judge, (Dedicated Commercial
Court) Bengaluru Rural District, Bengaluru ( 'Commercial
Court' ) in Com.O.S.No.997/2021 which was instituted by the
defendants - appellants herein.
2. For the sake of convenience, and to avoid any
confusion, the parties are referred to herein by their respective
rankings before the Commercial Court.
I. Case of the plaintiff
3. The plaintiff, M/s AkzoNobel India Limited, formerly
known as ICI India Limited, instituted Commercial O.S.
No.997/2021 on 26.08.2021 before the Commercial Court,
seeking recovery of Rs.31,93,549/- from the defendants,
together with interest at 18% per annum. The plaintiff is
engaged in the manufacture and distribution of paints and
allied products, while defendant No.1, M/s Unique Roof Private
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Limited, is engaged in the manufacture of pre-engineered
buildings, aluminium composite panels and allied civil products.
Defendants No.3 and 4 are the Managing Director and Director
of the company, respectively, and were stated to be involved in
its affairs. According to the plaintiff, the defendants placed
several purchase orders between 01.03.2017 and 28.06.2017
for the supply of paints and related materials. The plaintiff
asserted that the goods were supplied between 23.04.2017 and
30.07.2017 under the relevant tax invoices and delivery notes,
but the defendants failed to clear the outstanding consideration
despite the agreed payment period of 30 days. The plaintiff
relied upon its purchase orders, invoices, delivery documents
and statement of accounts to establish the transactions and the
amount due.
4. The plaintiff further pleaded that, notwithstanding
repeated demands and assurances from the defendants, the
outstanding amount remained unpaid. It relied upon the
minutes of the meeting and joint inspection report dated
16.10.2017, which recorded certain paints requiring
reprocessing and also referred to the outstanding amount
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payable by the defendants after excluding the rejected
material. The plaintiff contended that the defendants had
acknowledged the subsisting liability and had agreed to make
payments in installments, but failed to honour the
arrangement. The plaintiff also initiated pre-institution
mediation in PIM No.10/2019 before the District Legal Services
Authority, Bengaluru Rural, which ended in a Non-Starter
Report dated 30.08.2019. Thereafter, a demand legal notice
dated 12.04.2021 was issued calling upon the defendants to
pay Rs.31,93,549/- within 15 days. As the amount was not
paid, the plaintiff instituted the suit seeking recovery of the
said amount with interest at 18% per annum from the date of
the suit until realisation. The plaintiff also relied upon the fact
that the goods had been supplied from its Hoskote Industrial
Area establishment in Bengaluru in support of the territorial
jurisdiction of the Commercial Court.
II. Defence of the defendants
5. The defendants, in their written statement, denied
that the plaintiff was entitled to recover Rs.31,93,549/- or any
interest thereon and contended that the suit was not
maintainable in law or on facts. They did not deny that business
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transactions had taken place between the parties or that
purchase orders had been placed for paints and allied products.
Their specific defence was that the materials supplied by the
plaintiff suffered from serious quality defects, including cissing,
blistering, problems relating to viscosity and density, dust
contamination and other deficiencies. According to them, the
plaintiff’s technical personnel had inspected the materials and,
during the meeting held on 16.10.2017, had agreed to take
back certain paints for reprocessing. The defendants relied
upon the minutes of that meeting/joint inspection report,
marked as Ex.D1, to contend that the plaintiff had
acknowledged the quality problems and undertaken to
reprocess the identified materials. They further alleged that the
defective paints had affected the aluminium coils used in their
manufacturing process, resulting in damage to machinery, the
baking unit and rollers. On this basis, they contended that the
plaintiff’s own failure to supply conforming goods had caused
substantial losses to the defendants and that the claim for the
price of the materials could not be allowed without accounting
for those losses.
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6. The defendants specifically disputed the plaintiff’s
claim by referring to the return of materials on 26.05.2018
through M/s Spoton Logistics (P) Ltd. They asserted that 16
barrels of paint had been returned, whereas the plaintiff’s
records allegedly reflected only 14 barrels, leaving a disputed
quantity of approximately 313 litres valued at about
Rs.2,62,881/-. They maintained that the plaintiff had not
properly accounted for the returned materials or established
the amount, if any, remaining payable after giving credit for
them. The defendants also pleaded that proceedings in
IBA/316/2019 had been initiated before the National Company
Law Tribunal, Chennai ( 'NCLT' ), and that an order dated
04.10.2019 had commenced the corporate insolvency
resolution process and declared a moratorium. They contended
that the plaintiff had itself submitted a proof of claim before the
Interim Resolution Professional on 04.10.2019 and, therefore,
ought to have pursued the claim in accordance with the
Insolvency and Bankruptcy Code, 2016 ( 'Code' ). According to
the defendants, the Commercial Court ought to have
considered the objection to its jurisdiction under Section 63 of
the Code before proceeding with the suit. They accordingly
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sought dismissal of the suit, asserting that the alleged
outstanding liability was disputed and that the plaintiff had
failed to give proper credit for the returned defective materials.
V. Judgment of Commercial Court
7. By judgment dated 07.01.2026 in Commercial O.S.
No.997/2021, the Commercial Court answered the issue
concerning the purchase of paints and allied products in favour
of the plaintiff. The Court noted that the defendants had not
denied the business relationship or the placement of purchase
orders and that DW-1 had expressly admitted those
transactions in cross-examination. It examined Ex.D1, the joint
inspection report dated 16.10.2017, and found that, even after
excluding the value of the rejected paints, the defendants had
acknowledged an outstanding amount of approximately
Rs.45.37 lakhs. The minutes also recorded the proposed
installment payments and the arrangement for reprocessing
and supplying replacement material. The Court observed that
the defendants had not placed satisfactory evidence to show
that the admitted balance had thereafter been paid or cleared.
It further found that the documents relied upon to establish the
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alleged return and adjustment of materials did not sufficiently
prove the defendants’ case, particularly where the contents of
the disputed document had not been duly established. On that
reasoning, the Court held that the plaintiff had proved the
supply transactions and its entitlement to recover the balance
amount, subject to the assessment made on the evidence.
8. The Commercial Court also considered the
defendants’ objection founded upon the proceedings before the
NCLT, Chennai, and the moratorium order dated 04.10.2019. It
noted that the proceedings in IBA/316/2019 had been initiated
by M/s Kanakadurga Cranes against the defendants and that
those proceedings were subsequently closed as withdrawn on
11.05.2023. The Court did not accept that the existence of
those proceedings, by itself, established that the present
money-recovery suit was barred in the circumstances of the
case. Having considered the oral and documentary evidence,
the Court answered the issue relating to the outstanding
liability partly in favour of the plaintiff and decreed the suit for
Rs.28,40,494/- with interest at 15% per annum from the date
of the suit until realisation, rather than granting the entire
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claim of Rs.31,93,549/- with interest at 18% per annum as
prayed. The decree dated 07.01.2026 thus allowed the
plaintiff’s claim only to the extent found proved by the Court.
9. The defendants, being aggrieved by the decree and
the findings recorded on the supply of goods, the alleged return
of defective materials and the jurisdictional objection, have
preferred the present commercial appeal seeking to set aside
the impugned judgment and decree.
10. We have heard Smt. Niyathi M for Sri. Uday
Shankar for plaintiff - caveator/respondent, Sri. Suresh S.
Lokre, learned Senior Counsel for Sri. Shravan S. Lokre
appearing for the defendants -appellants and perused the
documents.
11. Upon consideration of the pleadings, the records
placed before this Court and the submissions advanced on
behalf of the plaintiff and defendants the following question
arises for our consideration:
"Whether the appellant has made out any ground to
allow the appeal and consequently decree the suit
dated 07/01/2026 passed by the learned X
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Additional District and Session Judge (Dedicated
Commercial Court) at Bangalore Rural District in
Comm OS No 997/2021?"
Analysis & Reasons
12. The principal defence of the defendants is that the
plaintiff had neither supplied the entire quantity of paints
ordered nor supplied materials of the required quality.
However, the evidence of DW-1, the Managing Director of the
defendants - company, does not substantiate this defence to
the extent contended. In his cross-examination, DW-1
admitted: “We wanted to buy paints and thinners from the
plaintiff company. It is true that we used to place orders on the
plaintiff through purchase orders. The Ex.P2 are the purchase
orders placed by us.” The purchase orders at Ex.P2 were thus
admitted by the defendants' own witness. The existence of the
commercial transactions between the parties is, therefore, not
in dispute. The question that remained for consideration was
" Whether the defendants had established the alleged short
supply and defects so as to avoid or reduce their liability". The
Commercial Court examined the evidence in that regard, and
no error is demonstrated in its approach.
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13. The purchase orders at Ex.P2, the invoices at Ex.P3
and the lorry receipts at Ex.P4 have to be read together. The
defendants contended that, though they had ordered six or
seven colours, only three or four colours were supplied. They
also raised a contention that, against an order for 1,400 litres
of film, only 400 litres were supplied. However, no supporting
purchase records, delivery records or other reliable material
were produced to establish these assertions. The statements
made by DW-1, without supporting documentary evidence,
were insufficient to displace the plaintiff's documents relating to
the supplies. The Commercial Court was, therefore, justified in
not accepting the plea of short supply merely on the basis of
the defendnats' assertions.
14. The joint inspection report dated 16.10.2017,
marked as Ex.D1, require particular consideration, since the
defendants themselves rely upon the said document in support
of their defence regarding defective paints. The document
further records the outstanding amount as Rs.50.36 lakhs and
specifies that, after excluding the rejected paints, the
outstanding amount would be Rs.45.37 lakhs. It also records
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that the defendants had undertaken to give Rs.5.00 lakhs
before 17.10.2017, another Rs.5.00 lakhs by 20.10.2017, Rs.
10 lakhs by 20.10.2017 before the dispatching the reprocessed
materials Rs.20.00 lakhs before dispatching the reprocessed
materials by 25.10.2017 and the balance overdue of Rs.10.00
lakhs on or before 10.11.2017. The document, therefore,
cannot be read merely as an acknowledgement of defects while
ignoring the outstanding liability recorded therein. The
defendants have not established that the amount recorded as
payable was subsequently cleared. The Commercial Court was
accordingly justified in holding that the identification of certain
paints for reprocessing did not, by itself, extinguish the liability
arising from the other supplies.
15. The other documents produced by the defendants
also do not establish that the plaintiff's claim stood fully
adjusted or discharged. Ex.D2 was neither the original
document nor an authenticated certified copy. PW-2 did not
admit its contents, and its author was not examined. The
document also contained overwriting and did not clearly
disclose the date on which the goods were allegedly returned.
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In the absence of satisfactory proof of its contents and the
circumstances of the alleged return, the Commercial Court was
justified in not placing reliance upon it. Similarly, Ex.D3, the
ledger account for the period 01.04.2016 to 31.03.2017, was
not proved by examining its author, and the appellants did not
satisfactorily explain the closing balance of Rs,48,27,380/-. The
Commercial Court also considered Ex.D4, the profit and loss
statement for the period 31.03.2017 to 31.03.2018 which
disclosed profits of Rs.75,90,521/- for 2017 and Rs.75,60,000/-
for 2018. These figures did not support the defendants' pleaded
case of having suffered the asserted business losses on account
of the defective materials. The defendants have not shown why
these findings, based on the evidentiary value of the
documents produced by them, should be disturbed. It is equally
relevant that the Commercial Court did not overlook the
defendants' case concerning returned goods. On examining the
invoices, the Commercial Court found that four invoices,
namely HB803421 dated 31.05.2017 for Rs.53,055/-,
HB804655 dated 29.07.2017 for Rs.1,08,000/-, HB803419
dated 27.06.2017 for Rs.1,07,000/- and HB803418 dated
27.06.2017 for Rs.1,35,710/-, related to goods returned or
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sought to be returned. The plaintiff's entitlement to recover the
price covered by these invoices was not satisfactorily
established. The aggregate amount of Rs.3,53,055/- was,
therefore, deducted from the suit claim of Rs.31,93,549/-,
leaving a balance of Rs.28,40,494/-. The decree was passed
only for the balance amount. This adjustment shows that the
Commercial Court considered the defence of returned goods on
the basis of the relevant invoices and did not allow the
plaintiff's claim in its entirety without scrutiny. No further error
in the calculation of the amount decreed has been
demonstrated by the defendants.
16. The objection founded on the proceedings before
the NCLT, Chennai, also does not, on the material placed before
this Court, warrant setting aside the decree. The defendants
relied upon the order dated 04.10.2019 in IBA/316/2019 and
contended that the moratorium and the provisions of the
Insolvency and Bankruptcy Code, 2016, barred the Commercial
Court from entertaining the suit. The record, however, shows
that the NCLT proceedings were subsequently closed as
withdrawn on 11.05.2023. The defendants themselves refer to
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the closure of those proceedings and the subsequent
restoration of the suit for contest. No proceeding before the
NCLT remained pending when the Commercial Court
pronounced judgment on 07.01.2026. In the circumstances
placed before the Commercial Court, the defendants have not
established a sufficient basis to set aside the decree on the
ground urged. This conclusion is confined to the objection as
raised and the material available in the present appeal.
17. The contention regarding limitation has also been
considered with reference to the relevant dates and documents.
Ex.P5, the statement of account, records the last payment of
Rs.1,69,472/- on 27.06.2018, while the suit was instituted on
26.08.2021. The Commercial Court applied the orders of the
Supreme Court in Suo Motu Writ Petition No.3/2020 and
excluded the period from March 2020 to February 2023 while
computing limitation. On that basis, it held that the suit was
within time. The defendants have not demonstrated any error
in the consideration of Ex.P.5 or in the application of the period
directed to be excluded. The award of interest also does not
disclose an uncritical acceptance of the plaintiff's claim. Though
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interest at 18% per annum was sought, the Commercial Court,
in the absence of documentary support for that rate, awarded
interest at 15% per annum from the date of institution of the
suit until realisation.
18. On an overall consideration of the evidence, the
admitted purchase orders, the terms recorded in Ex.D1 dated
16.10.2017 and the absence of satisfactory proof that the
outstanding liability had been discharged, the decree for
Rs.28,40,494/- is supported by the material on record. The
defendants have not established the alleged short supply by
reliable evidence, nor have they proved through Ex.D2 and
Ex.D3 that the claim stood fully adjusted.
19. The Commercial Court has, moreover, accounted
for the returned goods by deducting Rs.3,53,055/- from the
original claim. The grounds urged in the appeal do not disclose
any material error warranting interference with these findings.
20. Having regard to the nature of the commercial
transaction, the amount decreed and the principles governing
the award of interest, this Court is of the view that the rate of
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interest awarded by the Commercial Court at 15% per annum
is on the higher side. Interest must reasonably compensate the
claimant -plaintiff for the loss of use of money without imposing
an unduly burdensome liability on the judgment debtor. In the
facts and circumstances of the case, the interest awarded at
15% per annum is accordingly reduced to 9% per annum, from
the date of institution of the suit until realisation.
21. Accordingly, the following:
ORDER
(i) The appeal is allowed in part .
(ii) The judgment and decree dated 07.01.2026
passed by the X Additional District and
Sessions Judge, (dedicated Commercial
Court), Bengaluru Rural District, Bengaluru in
Com.O.S.No.997/2021 is modified only to the
extent of the rate of interest;
(iii) The appellants/defendants are directed to pay
a sum of Rs.28,40,494/- along with interest at
the rate of 9% per annum from the date of
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suit till realization, accordingly, decree be
drawn;
(iv) The remaining findings of the Commercial
Court are left undisturbed.
Sd/-
(D K SINGH)
JUDGE
Sd/-
(H.SHANTHI BHUSHAN)
JUDGE
BVK
List No.: 1 Sl No.: 27