- 1 - HC-KAR CNR: KAHC010382342025 NC: 2026:KHC:52143-DB COMAP No. 359 of 2025 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 22ND 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. 359 OF 2025 BETWEEN: 1. VIVEK GUPTA S/O SUBHASH CHANDER GUPTA, AGED ABOUT 40 YEARS, FORMER DIRECTOR VEMRI INDIA OVERSEAL PVT LTD., NO.2/37, GROUND FLOOR, HOSPITAL ROAD, JANGPURA-A NEW DELHI - 110 014 ALSO AT R/AT HO46, DLF CAPITAL GREEN, 4TH PHASE, 1 SHIVAJI MARG NEW DELHI - 110 015 ALSO AT R/AT FLAT NO. EH3-804 ELDECO UTOPIA, SECTOR 93-A EXPRESS WAY, NOIDA GAUTAM BUDDHA NAGAR UTTAR PRADESH - 201 301 2. CHARCHIT SHARMA S/O SUNIL DUTT SHARMA AGED ABOUT 29 YEARS, FORMER DIRECTOR, VEMRI INDIA OVERSEAL PVT. LTD., NO. 2/37, GROUND FLOOR Digitally signed by VASANTHA KUMARY B K Location: HIGH COURT OF KARNATAKA - 2 - HC-KAR CNR: KAHC010382342025 NC: 2026:KHC:52143-DB COMAP No. 359 of 2025 HOSPITAL ROAD, JANGPURA-A NEW DELHI - 110 014 …APPELLANTS (BY SRI. S.RAJASHEKAR FOR SMT. INDIA S PANCHAGAVI., ADVOCATE) AND: 1. SUPRIYA NAIR SOLE PROPRIETOR, NAIR SYSTEMS, A PROPRIETORSHIP CONCERN HAVING ITS REGISTERED OFFICE AT NO. D601, AKME BALLET, 1ST BLOCK, DODDANAKUNDI BENGALURU - 560037 REP BY GPA HOLDER MR.SURESH NAIR, S/O V R RAMAKRISHNAN, NO.D601, DODDANAKUNDI BENGALURU - 560037 ALSO AT FACTORY AT NO. 59/3D2 GROUND FLOOR, CHEEMASANDRA BIDARAHALLI HOBLI NEAR NARAYANA COLLEGE VIRGO NAGAR POST BENGALURU - 560049 2. VEMRI INDIA OVERSEAS PVT LTD., A COMPANY REGISTERED UNDER THE COMPANIES ACT, 1956 NO. 2/37, GROUND FLOOR HOSPITAL ROAD, JANGPURA-A NEW DELHI - 110 014 REP BY ITS MANAGING DIRECTOR KRISHNA MENON 3. KRISHNARAJ MENON - 3 - HC-KAR CNR: KAHC010382342025 NC: 2026:KHC:52143-DB COMAP No. 359 of 2025 MANAGING DIRECTOR, VERMRI INDIA OVERSEAL PVT LTD., NO. 2/37, GROUND FLOOR HOSPITAL ROAD, JANGPURA-A NEW DELHI - 110 014 ALSO AT NO.214, SOBHA JADE, BEHIND FLYING CLUB, JAKKUR, YELAHANKA BENGALURU - 560064 4. MANGAL SINGH DIRECTOR VEMRI INDIA OVERSEAL PVT LTD., NO. 2/37, GROUND FLOOR HOSPITAL ROAD, JANGPURA-A NEW DELHI - 110 014 …RESPONDENTS (BY SMT. POONAM S. PATIL., ADVOCATE FOR R1 (GPA COPY FILED)) THIS COMMERCIAL APPEAL IS FILED UNDER SECTION 13 (1A) OF THE COMMERCIAL COURTS ACT, 2015 PRAYING TO SET ASIDE THE JUDGMENT AND DECREE DATED 28.02.2025 PASSED IN COMMERCIAL OS NO.274/2023 ON THE FILE OF LXXXII ADDITIONAL CITY CIVIL AND SESSIONS JUDGE, (COMMERCIAL COURT) AT BENGALURU (CCH-83) DECREED IN FAVOR OF THE PLAINTIFF VIDE ANNEXURE - A AND GRANT SUCH OTHER AND FURTHER RELIEFS INCLUDING COST AS THIS HON'BLE COURT DEEMS FIT AND PROPER UNDER THE FACTS AND CIRCUMSTANCES OF THE CASE IN THE INTEREST OF JUSTICE AND EQUITY. THIS APPEAL, COMING ON FOR ORDERS, THIS DAY, JUDGMENT WAS DELIVERED THEREIN AS UNDER: CORAM: HON'BLE MR. JUSTICE D K SINGH and HON'BLE MR. JUSTICE H.SHANTHI BHUSHAN - 4 - HC-KAR CNR: KAHC010382342025 NC: 2026:KHC:52143-DB COMAP No. 359 of 2025 ORAL JUDGMENT (PER: HON'BLE MR. JUSTICE D K SINGH) The present appeal under Section 13(1A) of the Commercial Courts Act, 2015 has been filed impugning the judgment and decree dated 28.02.2025 passed in Com.O.S.No.274/2023 by the Court of LXXXII Additional City Civil and Sessions Judge, at Bengaluru. 2. The suit was filed by respondent No.1 herein for recovery of a sum of Rs.26,36,852/- for which the defendants had issued the cheques, which got bounced. The defendants having been served with summons did not take pain even to file written statement. The Commercial Court framed the following issue for consideration:- "1.Whether the plaintiff is entitled for the Suit Claim from the Defendant? 2. What order?" 3. The Commercial Court has decreed the suit for an amount of Rs.26,36,852/- with interest at the rate of 24% p.a. w.e.f. 25.11.2022 till the date of realization. - 5 - HC-KAR CNR: KAHC010382342025 NC: 2026:KHC:52143-DB COMAP No. 359 of 2025 4. Mr. Rajashekar, learned eminent counsel of this Court has made sincere endeavour to convince us that the impugned judgment and decree requires interference by this Court on the ground that defendant Nos.4 and 5, who are the appellants had resigned and transferred their share holdings in favour of defendant No.2 and 3 before the decree came to be passed and therefore, they cannot be saddled with the personal liability. His further submission is that interest awarded at the rate of 24% p.a. is too excessive. Even under the MSME Act maximum interest that could be levied is three times of the Bank rate. The Bank rate is only 6%, and therefore, awarding interest @ 24% p.a. on decretal amount is liable to be set aside. 5. We have given our thoughtful consideration to the two submissions, which have been advanced by Mr. Rajashekar, learned counsel. 6. The liability for payment of the decretal amount accrued prior to the alleged resignation and transfer of share holding by appellants/defendant Nos.4 and 5. The specific averment in the suit is that the appellants, who were defendant Nos.4 and 5 - 6 - HC-KAR CNR: KAHC010382342025 NC: 2026:KHC:52143-DB COMAP No. 359 of 2025 in suit, were controlling and managing the affairs of M/s Vemri India Overseas Private Limited, defendant No.1, at that relevant time. Such assertion in the plaint has not been disputed inasmuch as no written statement came to be filed by the defendants. At the appellate stage, therefore, we cannot entertain such assertion or the contention of the appellants, when they chose not to file the written statement and contest the suit. 7. Therefore, the first contention of Mr. Rajashekar does not merit consideration, which is hereby rejected. 8. So far as the interest part is concerned, we find that the interest awarded @ of 24% p.a. is much more than three times of the Bank Rate. Even otherwise, three times of the Bank rate is maximum interest which could be provided, It depends on the facts and circumstances of the case, and the Court is not bound to grant mandatorily three times the Bank rate of interest to the plaintiff under the MSME Act if the plaintiff succeeds to secure a decree. - 7 - HC-KAR CNR: KAHC010382342025 NC: 2026:KHC:52143-DB COMAP No. 359 of 2025 9. Considering these facts we deem it appropriate to modify the decree to the extent of interest of 12% from 25.11.2022 till the date of realization. Let a modified decree be drawn accordingly. 10. With the above observation, this commercial appeal stands disposed of. Sd/- (D K SINGH) JUDGE Sd/- (H.SHANTHI BHUSHAN) JUDGE NG CT:SN List No.: 1 Sl No.: 11