1984 (12) TMI 248 - HC - Companies Law

Issues Involved:
1. Competency of Mr. S. K. Kalia to file the suit.
2. Registration of the petitioner's charges with the Registrar of Companies under section 125 of the Companies Act.
3. Advancement of loans by the plaintiff to defendant No. 1.
4. Liability of guarantors for the amount advanced to defendant No. 1.
5. Cause of action disclosed by the plaint.
6. Suit barred by limitation.
7. Non-joinder and misjoinder of necessary parties.
8. Misjoinder of causes of action.
9. Entitlement to future interest.
10. Relief.

Issue-wise Detailed Analysis:

Issue No. 1: Competency of Mr. S. K. Kalia to file the suit
The court held that Mr. S. K. Kalia, as the branch manager of the State Bank of India, was competent to file the suit. Sub-section (3) of section 50 of the State Bank of India Act, 1955, and the State Bank of India General Regulations, 1955, empower branch managers to sign and verify plaints and other legal documents. This was supported by a precedent in State Bank of India v. Kashmir Art Printing Press, where it was affirmed that branch managers have the authority to file suits.

Issue No. 2: Registration of charges with the Registrar of Companies
The court found that the charge for the medium-term loan of Rs. 4,50,000 was registered, but the charges for the other two loans were not. However, the plaintiff had filed the particulars in Form 8 within the prescribed time. The Registrar's failure to register the charges did not absolve the bank of its responsibility once the particulars were filed. This was consistent with the precedent in Haryana Financial Corporation v. Depro Foods P. Ltd., where the filing of particulars was deemed sufficient.

Issue No. 3: Advancement of loans by the plaintiff to defendant No. 1
The plaintiff advanced loans to the company as detailed in the statements of account. The balances as of December 31, 1978, were confirmed by the company. The total outstanding amount as of October 26, 1979, was Rs. 21,34,247.83, with Rs. 93,600 received from the company, leaving Rs. 20,40,647.83 due. The interest from October 27, 1979, to September 12, 1980, was Rs. 2,56,742.12, making the total amount due Rs. 22,97,389.95.

Issue No. 4: Liability of guarantors
The court held that the guarantors, including the legal representatives of deceased guarantors, were liable for the amounts advanced to the company. This was based on the demand promissory notes and deeds of guarantee executed by the guarantors. The court noted that the non-service of notice of dishonour did not discharge the guarantors from liability, as they did not plead any loss due to non-receipt of notice.

Issue No. 5: Cause of action disclosed by the plaint
The court found that the plaint disclosed a valid cause of action. The defendants at serial No. 6, who raised this objection, did not provide any evidence or arguments to support their claim.

Issue No. 6: Suit barred by limitation
The court held that the suit was not barred by limitation. The balances were acknowledged by the company on December 31, 1978, and the suit was filed on September 13, 1980, within the limitation period.

Issue Nos. 7 and 8: Non-joinder and misjoinder of necessary parties and causes of action
The court found no merit in the objections regarding non-joinder and misjoinder of parties or causes of action. The defendants who raised these objections did not appear to provide evidence or arguments.

Issue No. 9: Entitlement to future interest
The court awarded future interest at the rate of 14% per annum, as the plaintiff had charged the company this rate on all accounts. The plaintiff's claim for 18% per annum was not supported by evidence of the State Bank advance rate.

Issue No. 10: Relief
The court passed a decree for recovery of the amounts due, with costs and future interest at 14% per annum. The mortgaged property was ordered to be sold to recover the amounts, and the proceeds were to be applied towards the payment of the plaintiff's dues. The balance, if any, was to be paid to the official liquidator. The court noted that the plaint was not properly drafted, as admitted by the plaintiff's counsel.

Final Decree:
The court decreed the recovery of:
- Rs. 6,79,087.11 against defendant No. 1 along with defendants Nos. 2, 3, and 4.
- Rs. 1,68,095.98 against defendant No. 1 along with defendants Nos. 2, 3, 5, 6, and 7.
- Rs. 1,10,044.08 against defendant No. 1.
- Rs. 12,02,611.46 against defendant No. 1 along with defendants Nos. 2, 3, and 4.
- Rs. 1,37,551.32 against defendant No. 1 along with defendants Nos. 2, 3, and 4.

The mortgaged property was ordered to be sold to recover the amounts, and the proceeds were to be applied towards the payment of the plaintiff's dues, with the balance, if any, to be paid to the official liquidator.

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