JUDGMENT ASHIM KUMAR BANERJEE, J. 1. Three suits were filed by the respective plaintiffs being the respective respondents in the above appeals, inter alia, praying for money decree. 2. It was the consistent case of the respective plaintiffs that they had lent and advance diverse sums on account of acquisition of land and premises at 14A, Beliaghata Main Road consisting of an area measuring about 142 kathas belonging to the appellants through their Directors. 3. In C.S. No. 351 of 1998 International Constructions Limited formerly known as Subhas Capital City Limited lent and advanced Rs. 90.00 lacs to M/s. Saraogi Developers Pvt. Ltd. which remained outstanding because of non-payment. 4. In C.S. No. 350 of 1998 International Construction Limited formerly known as Subhash Capital City Limited lent and advanced a sum of Rs. 50.00 lacs to M/s. Jain Enclave Pvt. Ltd. out of which a sum of Rs. 45.00 lacs was repaid leaving a balance sum of Rs. 5.00 lacs. 5. In C.S. No. 354 of 1998 the plaintiff in the said suit SPML paid Rs. 2.00 crores to M/s. Vardhaman Finvest Pvt. Ltd. Out of the said sum Rs. 1,55,50,000.00 was repaid leaving a balance sum of Rs. 44.5 lacs. 6. Thus taking into account repayments, in the three suits a sum of Rs. 139.5 lacs became due and payable apart from the interest break up of which is as follows:- C.S. No. 350 of 1998 Rs. 5.00 lacs C.S. No. 351 of 1998 Rs. 90.00 lacs C.S. No. 354 of 1998 Rs. 44.5 lacs Total Rs. 139.5 lacs 7. In all the three suits respective plaintiffs filed application under Order 12 Rule 6 of the Code of Civil Procedure based on respective admissions made by the concerned defendant companies in their Balance Sheets. 8. The applications were opposed by the respondents being the defendants in the said suits on the ground that the amounts were not lent or advanced in respect of acquisition of any immovable property, far to speak of premises no. 14A, Beliaghata Main Road, Kolkata. Those amounts were paid for the purpose of artificial enhancement of the share price in SMPL which was ultimately held to be illegal by SEBI. Hence, the so called admission in the respective Balance Sheets were not unequivocal and should not be considered as an admission within the meaning of Order 12 Rule 6 of the Code of Civil Procedure. Those amounts were paid for the purpose of artificial enhancement of the share price in SMPL which was ultimately held to be illegal by SEBI. Hence, the so called admission in the respective Balance Sheets were not unequivocal and should not be considered as an admission within the meaning of Order 12 Rule 6 of the Code of Civil Procedure. 9. The appellants being the defendants in the above three suits filed affidavit-in-oppositions taking a consistent stand. One Mr. Raj Kumar Patni filed the main affidavit. The contention of the appellants as appears from Patni's affidavit are summerised as follows:- (i) In August, 1994 Subhas Projects and Marketing Limited thereinafter referred to as SPML) being the plaintiff in C.S. No. 354 of 1998 decided to launch its Right Issue. To camouflage the said Right Issue by fictitious share dealings and thereby raising the value of the shares they contacted M/s. Raj Investment proprietary concern of Smt. Sumita Jain, wife of Patni. As per agreement diverse sums were paid to Patni through his various sisters concerns named in page no. 65 of the Paper Book. (ii) It was agreed between Subhas Sethi, the Managing Director of SPML on the one hand and Patni on the other hand that Subhas Sethi through his companies would provide funds from time to time to Patni and/or his associate companies. M/s Raj Investment would purchase shares in SPML on the instruction of Subhas Sethi and/or his nominee M.P. Verma and money would accordingly adjusted against sale and purchase of shares. M/s Haj Investment would get the difference between purchase price and the bill price in lieu of such transaction. (iii) A sum of Rs. 5.4 crores were paid by four companies belonging to Subhas. Snares were dealt with as agreed upon. Monies were accordingly adjusted. Ultimately a sum of Rs. 22,31,11,000/- became due and payable by Subhas to Patni as the differential amount. Rs. 3.4 crores were repaid by Patni to Subhas through their respective companies. After taking into account the entire transaction a sum of Rs. 2,45,99,788.00/- became due and payable by Subhas to Patni in addition to Rs. 50.00 lacs as and by way of commission. (iv) On Beliaghata property Patni categorically denied having any title over the said property and denied the alleged agreement of acquisition of the said property in question. 10. The applications were heard by the learned Single Judge. 2,45,99,788.00/- became due and payable by Subhas to Patni in addition to Rs. 50.00 lacs as and by way of commission. (iv) On Beliaghata property Patni categorically denied having any title over the said property and denied the alleged agreement of acquisition of the said property in question. 10. The applications were heard by the learned Single Judge. Before His Lordship Patni group disclosed show-cause notice issued by Security and Exchange Board of India (hereinafter after referred to as SEBI) to both the groups alleging fictitious share transaction in violation of SEBI regulation. When the matter was heard by the learned Single Judge the proceeding did not culminate in a logical conclusion, at least no final order was produced before His Lordship. 11. His Lordship by three separate judgments passed in three applications held that SEBI took a prima facie view that the defendants in the suits were involved in some transaction for the purpose of artificially pushing up the price of the share of SPML. His Lordship further held that by reason of SEBI investigation or any final decision to be taken by SEBI it could not be said that the issued involved in the suit would be concluded by SEBI's report. His Lordship also observed that SEBI's report may have great persuasive value at the time of trial of the suit. His Lordship observed, the rebuttal by the defendant in the present case was feeble and on grounds that would ordinarily not be accepted. To test the bona fide of the defendants His Lordship directed deposit of the principal claim with the Registrar, Original Side as a pre-condition to contest the suits and asked the plaintiffs to wait till the final trial. Hence, these appeals by the respective appellants/ defendants. 12. With the leave of this Court the appellants filed a supplementary Paper Book disclosing three orders passed by SEBI and its appellate authority on August 18, 2004; June 01, 2006 and September 25, 2008. On perusal of the said three orders it appears that SEBI held both the groups responsible for artificial increase of the shares being violative of SEBI regulation. The Board imposed punishment to both the groups. However, in appeal the punishment was reduced. 13. Mr. On perusal of the said three orders it appears that SEBI held both the groups responsible for artificial increase of the shares being violative of SEBI regulation. The Board imposed punishment to both the groups. However, in appeal the punishment was reduced. 13. Mr. Soumen Sen, learned Counsel appearing for the appellants contended as follows:- (i) Order 12 Rule 6 of the Code of Civil Procedure did not empower the Court to pass any order other than allowing the application for judgment upon admission by passing a judgment on the admitted amount or to reject the said application if it is otherwise not satisfied. There could not be any scope for the Court to direct security to be furnished as a pre-condition to contest the claim at the final trial. (ii) The transactions between the parties were held to be illegal by the appropriate forum being SEBI as would appear from the final order which was not available at the time of hearing of the applications before the learned Single Judge. Hence, no decree could be passed based upon the alleged admission. To support his contention Mr. Sen relied on the English decisions being A.R.P.L. Palaniappa Chettiar vs. P.L.A.R. Arunasalam Chettiar, reported in 1962, Appeal Cases, Page 294 and Mahmoud vs. Ispahani, reported in 1921, Volume - II, King's Bench Division, Page 716. 14. Mr. Ranjan Bachawat, learned Counsel appearing for the respondents/plaintiffs while opposing the appeals contended as follows:- (i) The proceedings before SEBI had no relation in respect of the claim made by the plaintiffs in the respective suits. The claim made by the respective plaintiffs in their suits were not based on share transaction. Hence, the order of SEBI could not have any impact on the subject controversy involved in the suit. (ii) The plaintiffs claimed that they had lent and advanced diverse sums and after adjusting part payments diverse sums became due and payable. The plaintiffs filed applications for judgment upon admission on the basis of the unequivocal acknowledgement made by the respective defendant companies in their Balance Sheets. The learned Single Judge relied on the such unequivocal admission and asked the defendants to secure the claim to show their bona fide. Since no security was furnished the appellants suffered a decree in the respective suits which could not be assailed on the alleged plea of SEBI investigation. The learned Single Judge relied on the such unequivocal admission and asked the defendants to secure the claim to show their bona fide. Since no security was furnished the appellants suffered a decree in the respective suits which could not be assailed on the alleged plea of SEBI investigation. (iii) The alleged plea of share transaction and the alleged agreement between Subhas and Patni could not be supported by any documentary evidence. (iv) On the basis of the unequivocal admission made by the respective appellants/ defendants in their Balance Sheets the respondents/ plaintiffs were entitled to a decree on admission. The learned Judge, however, to test the bona fide gave them opportunity to defend the suit by securing such claim. The appellants failed to avail such opportunity. 15. In reply Mr. Sen contended that Patni gave a detailed explanation in his affidavit which was not at all dealt with by the plaintiffs in their affidavit-in-reply. No attempt was made by the respondents/plaintiffs to counter act such statement of Patni. He further contended that the learned Single Judge after observing that such explanation if held to be correct would not allow the plaintiff to obtain a decree should not have held that mere investigation by SEBI would not operate as a res judicata in the trial. Such observation of His Lordship was contradictory. He prayed for setting aside of the judgment and order passed by the learned Single Judge. 16. We have considered the rival contentions of the parties. We have considered two English decisions cited by Mr. Sen. We have also considered the subsequent orders passed by SEBI. 17. In the case of Mahmoud vs. Ispahani (supra) sale of subject articles was prohibited under the Seeds, Oils and Fats Order, 1919. Despite such prohibition the parties entered into an agreement. Lord Justice Bankes observed, "The respondent had a licence; the appellant had no licence. The respondents contends that, as he had a licence, the appellant cannot be heard to say that in the circumstances he had not a licence. I cannot assent to that proposition. Despite such prohibition the parties entered into an agreement. Lord Justice Bankes observed, "The respondent had a licence; the appellant had no licence. The respondents contends that, as he had a licence, the appellant cannot be heard to say that in the circumstances he had not a licence. I cannot assent to that proposition. I do not think there is any authority for it, and as the language of the Order clearly prohibits the making of this contract, it is open to a party, however shabby it may appear to be, to say that the Legislature has prohibited this contract, and therefore it is a case in which the Court will not lend its aid to the enforcement of the contract." Lord Justice Scrutton observed, "As I understand, two reasons are given why in this case the Court should enforce this contract. First of all, it is said that the Court will not listen to a person who says, protect me from my own illegality. In my view the Court is bound, once it knows that the contract is illegal, to take the objection and to refuse to enforce the contract, whether its knowledge comes from the statement of the party who was guilty of the illegality, or whether its knowledge comes from outside sources. The Court does not sit to enforce illegal contracts. There is no question of estoppel; it is for the protection of the public that the Court refuses to enforce such a contract." 18. The Bench ultimately held that Umpire ought not to have awarded any sum to be paid by the defendant to the plaintiff by upholding the defendant's contention. 19. In the case of A.R.P.L. Palaniappa Chettiar (supra) the Privy Council observed that no Court will lend its aid to a man who found his cause of action upon an immoral or an illegal act. 20. The learned Judge in the case before hand (Suit No. 351 of 1998) while dealing with the contention observed as follows:- "If the explanation is correct, the plaintiff is not entitled to any decree. But the mere investigation by SEBI will not operate as res Judicata in respect of the relevant relief at the trial, even if SEBI's report may have great persuasive value. But the mere investigation by SEBI will not operate as res Judicata in respect of the relevant relief at the trial, even if SEBI's report may have great persuasive value. Though the principles of Order 38 of the Code and the Principles recognised under Chapter 13A of the rules on the Original Side of this Court would not apply, for the explanation which has been referred by the defendant to be accepted and to permit the defendant to await the adjudication of the issue at the trial, it is necessary that the defendant is required to deposit the sum of Rs. 90 lacs which is acknowledged and admitted to be due to the plaintiff in the defendant's balance sheet for the year ended March 31, 1997." 21. The learned Single Judge observed that SEBI report may have great persuasive value when the matter was pending under investigation before SEBI. SEBI ultimately passed final orders which the learned Judge did not get any opportunity to consider. The order of SEBI was upheld in appeal by the appellate authority. Hence, it is now conclusive that the parties to the pending proceeding involved themselves in an artificial share transaction which was prohibited in law. It is also true that diverse sums were paid by account payee cheques. Substantial sums were repaid leaving the balance sum as aforesaid. Those sums were unequivocally acknowledged in the respective Balance Sheets of the companies. Cheque issued by the defendants in C.S. No. 354 of 1998 was also dishonoured for non-payment. At the time of final trial it is to be seen upon consideration of the evidence that would come out whether those sums were paid to artificially enhance the price of the share or for any other purpose. The learned Single Judge to test the bona fide of the defendants and their contentions, asked the defendants to deposit the money in Court. Admittedly those sums were paid by the respondents to the appellants. Such payments are not in dispute. The outstanding is also not in dispute. Whether those claims could be enforced in law or not is a subject matter to be decided at the time of final hearing of the suit. Learned Judge while exercising his discretion asked the appellants to deposit the respective sums in Court. We do not find any scope of inference on that score. The outstanding is also not in dispute. Whether those claims could be enforced in law or not is a subject matter to be decided at the time of final hearing of the suit. Learned Judge while exercising his discretion asked the appellants to deposit the respective sums in Court. We do not find any scope of inference on that score. For ends of justice we, however, wish to extend the time for deposit and grant opportunity to the appellants to contest the suit on such condition. 22. Mr. Sen, however, contended that the Court was not competent to pass any order under Order 12 Rule 6 of the Code of Civil Procedure directing the defendants to deposit the sums sought to have been admitted by them. According to Mr. Sen, the Court could only pass a judgment if it was otherwise satisfied about such admission or refuse to pass a judgment if it was satisfied with the explanation offered by the defendant in not acting upon such admission. With deepest regard we have for Mr. Sen, we are unable to accept such contention. On a plain reading of Rule 6 it would appear that even the Court was satisfied with the admission of fact the Court may make such order or give such judgment as it may think fit having regard to such admission. It logically follows that when the Court feels that the defence was not sham or concocted there is ample scope to give an opportunity to the defendant to prove their explanation as and by way of defence upon such condition as the Court may think fit and proper. The Court may impose condition upon the defendant in appropriate cases. In this regard we may refer to the well-settled principle of law laid down in the case of Kiranmoyee Dassi vs. J. Chatterjee, reported in Volume - 49, CWN, 246. 23. The appeals, thus, fail and are hereby dismissed without, however, any order as to costs. 24. We, however, extend the time to make deposit for a period of eight weeks from date. In case such deposits are made the suit would be heard on contest and the appellants/ defendants would be at liberty to contest the suit by filing their respective written statements within a period of four weeks from the date of such deposit. 25. We, however, extend the time to make deposit for a period of eight weeks from date. In case such deposits are made the suit would be heard on contest and the appellants/ defendants would be at liberty to contest the suit by filing their respective written statements within a period of four weeks from the date of such deposit. 25. We abundantly make it clear that the observation made by His Lordships in the judgments and orders impugned as well as our foregoing judgment must not inf1uence the final hearing of the suit as our observation are prima facie in nature and such observation have been made only to decide the respective applications under Order 12 Rule 6 and/or the appeals, as the case may be. 26. There would be stay of operation of this judgment and order for a period of four weeks from date. 27. Urgent xerox certified copy would be given to the parties, if applied for. I agree. Appeals dismissed.