Kewal Sadana and Ors. v. ITQ Technologies Pvt Ltd

1. Matter taken up today as 25.11.2025 was declared a holiday on account of Guru Teg Bahadur’s Martyrdom Day.

2. Petitioners/defendants have assailed order dated 01.08.2025 of the learned commercial court, whereby application of the present petitioners NO. 1 & 2 for being deleted from array of parties was dismissed. Having heard learned counsel for petitioners/defendants, I do not find it a fit case to even issue notice.

3. Broadly speaking, the contention raised by the petitioners is that the entire transaction in question took place only with the petitioner no. 3 company and role of the petitioners no. 1 & 2 is only to the extent that they are Directors/shareholders in the petitioner no.3 company. The impugned order is based on the specific averments in pleadings, especially paragraphs 3, 5 and 8 of the plaint. The learned trial court has also made a reference to the judgment of a coordinate bench of this court in the case of Tristar Consultants vs. V. Customers Services India Pvt. Ltd. AIR 2007 Del 157.

4. Learned counsel for petitioners contends that the pleadings on the basis whereof the impugned order has been passed are bald allegations in the plaint, so merely on the basis thereof, the petitioners cannot be compelled to face the suit. It is contended that the corporate veil can only be lifted in cases of malfeasance and misfeasance. It is further argued by learned counsel for petitioners that merely on bald averments that the petitioners NO. 1 & 2 undertook a personal guarantee to pay if the petitioner no. 3 company did not, are not enough. It is contended that there is no other allegation that petitioner no. 1 & 2 fraudulently withdrew any money from the account of petitioner no. 3 company, so they cannot be compelled to face the suit. No other submission has been advanced.

5. As regards the legal position settled by a coordinate bench of this Court in the case of Tristar Consultants (supra), there is no dispute.

6. As rightly observed by the learned trial court in the impugned order, the plaint of the suit contains specific pleadings as regards petitioners no. 1 & 2, in addition to their being shareholders of the petitioner no. 3 company. There are specific allegations in paragraph 5 of the plaint that the petitioners no. 1 & 2 had personally assured that they would be personally liable to fulfil all obligations under the subject contract, in case the petitioner no. 3 company failed to do so. Further, in paragraph 8 of the plaint also, the present respondent/plaintiff specifically pleaded about the assurances of petitioners no. 1 & 2, on the basis whereof Rs. 20,00,000/- was paid as upfront advance. Besides that, if the plaint is read in its entirety, the role ascribed to petitioners no. 1 & 2 is not merely that of being directors of petitioner no. 3 company. There are specific pleadings in the plaint pointing towards liability of petitioners no. 1 & 2 co-extant with petitioner no. 3 company.

7. I am unable to agree with the argument of learned counsel for petitioners that where pleadings are not supported with the documentary evidence, the same have to be rejected. In my considered view, this is not a correct approach. Once a party has pleaded certain facts, be it in the plaint or the written statement or even the replication (if taken on record), the concerned party cannot be deprived of an opportunity to prove those facts.

8. I am unable to find any infirmity in the impugned order, so the same is upheld. The petition and the accompanying applications are dismissed.

GIRISH KATHPALIA (JUDGE) NOVEMBER 26, 2025 ‘rs’