JUDGEMENT : The defendants 1, 2 and 4 in O.S.No.5348 of 1996 on the file of the IV Addl. Judge City Civil Court, Chennai are the appellants. The said suit was filed for recovery of a sum of Rs.9,63,470/- with interest on Rs.7,60,390.55 at 30% interest from the date of the plaint till date of realisation. 2. The case of the plaintiff is that the 1st defendant a Limited company is carrying on business in dry fruits, appalams, having its Sales Office at Door No.44-A, Cawasji Patel Street Fort, Bombay-400 023, the 2nd defendant is the Managing Director and the 3rd defendant is the Export Manager, of the first defendant-Company. 3. According to the plaintiff, the defendants 1 to 3 along with 4th defendant, required the plaintiff to supply Orid flour. On the above understanding, specified quantities of Orid Flour was supplied to the 4th defendant upon instruction by the defendants 1 to 3, the first defendant had made payments for the supply effected based on the invoices raised. The plaintiff would claim that he had supplied Orid Flour to the 4th defendant on various dates under several invoices. The defendants have not paid the amounts due under the four invoices which works out to Rs.7,60,390.55. Out of the four invoices marked as Exs.A22, A23, A25 and A26, two invoices namely, Exs.A22 and A23 are dated 15.04.1995 and other two invoices namely. Exs.A25 and A26 are dated 02.05.1995. Since the defendants did not come forward to pay the amount for the outstanding, despite several letters as well as legal notice, the plaintiff had come forward with the above suit for recovery. 4. The defendants 1 to 3 resisted the suit contending that city Civil Court has no jurisdiction to entertain the suit. The supply of the alleged quantities of Orid flour on 15.04.1995 and 02.05.1995 were denied. According to the defendants 1 to 3, there is no privily of contract between the plaintiff and defendants 2 and 3 and they are unnecessary parties to the suit. 5. The 1st defendant being a limited company, its Managing Director and other officials cannot be made personally liable for the suit claim. It was also contended that the plaintiff in fact did not supply Orid flour under the four disputed invoices. Therefore, the plaintiff is not entitled to the value of the goods supplied, since there was no delivery. 5. The 1st defendant being a limited company, its Managing Director and other officials cannot be made personally liable for the suit claim. It was also contended that the plaintiff in fact did not supply Orid flour under the four disputed invoices. Therefore, the plaintiff is not entitled to the value of the goods supplied, since there was no delivery. It was also claimed that the suit documents evidencing the suit transaction were fabricated for the purpose of the suit. The first defendant would also contend that supplies were done without the concurrence of the 1st defendant. It would also claim that wherever there was an authorized supply at the instance of the first defendant, payments were made by the first defendant. The 4th defendant, who claims to be an agent of the 1st defendant remained exparte. The first defendant would also claim that it has launched criminal prosecution against the 4th defendant. 6. On the above pleadings, the learned IV Additional Judge. City Court, Chennai framed the following issues: 1. Whether the suit as framed is maintainable? 2. Whether the City Civil Court has got jurisdiction to entertain the suit? 3. Whether the suit is bad for non-joinder of necessary parties? 4. Whether the plaintiff is entitled interest as claimed in the pliant. 5. Whether the defendants 1 to 3 are bound to pay the plaintiff, the value of the Orid flour supplied by the plaintiff. 7. The Manager of the plaintiff Mr.Manoharan was examined as PW1 and Exs.A1 to A45 were marked on the side of the plaintiff. The defendants had examined DW1 and Ex.B1 has been marked. 8. On consideration of facts and circumstances of the case, the IV Addl. Judge City Civil Court, Chennai, held that that suit as framed is maintainable and the City Civil Court has got jurisdiction to entertain the suit. He also rejected the claim of the defendants that the suit is bad for non-joinder of necessary parties. The learned Judge came to the conclusion that the plaintiff has established his claim that he had supplied the quantities of Orid flour covered by the four invoices namely, Exs.A22, A23, A25 and A26 dated 15.04.1995,15.04.1995,08.04.1995 and 08.4.1995 respectively and that the 1st defendant is liable to pay the value of the goods supplied by the plaintiff to the 4th defendant. Upon such findings, the learned IV Additional Judge,City Civil Court, Chennai, decreed the suit. However, IV Addl. Judge City Civil Court, Chennai, rejected the claim of the plaintiff for interest at 30% per annum and awarded 9% interest from the date of plaint till date of recovery. 9. Though the suit was decreed against all the defendants, the defendants 1 to 3 alone being aggrieved by the said judgment and decree have preferred the appeal. 10. I have heard Mr.M.Venkatachalapathy, learned Senior Counsel for M/s. V.S. Rajan Associates, appearing for the appellants and Mr.Shanmugam, learned counsel for Mrs.P.Balambal, appearing for the 1st respondent. 11. The following points arise for determination in this appeal: 1. Whether the arrangement pleaded by the plaintiff that he supplied the required quantities of Orid flour to the 4th defendant at the instance of defendants 1 to 3 has been established? 2. Whether the 1st defendant is liable to pay the value of Orid flour under the disputed invoices to the plaintiff? 3. Whether the defendants 2 and 3 would be made personally liable for the suit transaction? Point No.3: It is the admitted case of the parties that the first defendant is a Limited Company registered under Indian Companies Act. Therefore, the Managing Director and employees of the Limited company cannot be made as personally liable for the debts due by the company. Therefore, I find that the Trial Court had not addressed the issue specifically and granted decree against defendants 2 and 3 also. I find much force in the contention of Mr.M.Venkatachalapathy, learned Senior Counsel appearing for the appellant that the Trial Court ought not have granted the decree against the defendants 2 and 3, who are only the Managing Director and employee of the 1st defendant company. To that extent, I am in agreement with the learned Senior Counsel. 12. Point No.3 is answered in favour of the appellant and the decree granted as against the defendants 2 and 3 in their personal capacity is bound to be set aside and the same is accordingly set aside. Point No.2: 13. Since point Nos.1 and 2 are interlinked and they are taken up together for consideration. The first defendant which is engaged in export and sale of Appalams would place orders for supply of Orid Flour to the plaintiff. Point No.2: 13. Since point Nos.1 and 2 are interlinked and they are taken up together for consideration. The first defendant which is engaged in export and sale of Appalams would place orders for supply of Orid Flour to the plaintiff. Upon receipt of such orders, which are orally made to the plaintiff, the plaintiff would effect the supply to the 4th defendant, who according to the plaintiff was an agent of the first defendant company. Upon the supply being made, the first defendant would effect payment by way of demand drafts. On several earlier occasions, the 1st defendant had made payments for several quantities of Orid flour supplied by the plaintiff to the 4th defendant. 14. The defendants 1 to 3 would vehemently deny the above scheme of transaction as suggested by the plaintiff. They would submit that no order for supply of Orid flour was ever given by the defendants to the plaintiff. Wherever orders were given and supplies were made, the first defendant would claim that the amount due under such invoices were paid by the 1st defendant without any demur. Mr. M. Venkatachalapathy, learned Senior Counsel appearing for the appellant would contend that the plaintiff has not established the fact that the supplies under the disputed invoices were in fact effected under the orders of the 1st defendant. In the absence of any proof to that effect, according to the learned senior counsel, the first defendant cannot be made liable for the value of the goods supplied under the four disputed invoices. 15. He would also take me through the evidence of PW1 examined on the side of the plaintiff, who would admit that except the suit invoices for all other invoices, the 1st defendant had made payments and therefore, the non-payment for the four disputed invoices was due to the fact that goods were not actually delivered. The learned Senior Counsel also invites my attention to the cross-examination of PW1, wherein he has deposed that there was no written orders made by the defendants and the orders are given over phone. 16. He would also point out that the said witness had admitted that goods were delivered to the first defendant, but he has not chosen to produce the copy of the delivery challan. 16. He would also point out that the said witness had admitted that goods were delivered to the first defendant, but he has not chosen to produce the copy of the delivery challan. The learned Senior counsel would also rely upon the evidence to the effect that he has not signed the delivery chalans for the disputed supplies. Learned Senior counsel would also draw my attention to Ex.A1 and claim that the admission cannot be presumed to the contents of Ex.A1. Per contra, Mr.Shanmugam, learned counsel appearing for the first respondent/plaintiff would contend that the contents of Ex.A1, demonstrate that the 4th defendant was in fact receiving materials on behalf of the plaintiff and inviting my attention to evidence of DW1, learned counsel would submit that supplies were made by the plaintiff to the 4th defendant and the 4th defendant have received the goods on behalf of the first defendant, which has been admitted by the said evidence. The relevant portion of the evidence is as follows: xxxx xxxx Relying on the above said evidence and the contents of Ex.A1 which runs as follows, “With reference to the above, we would like to confirm that “the advice of goods received” attached with the above bill shall not suffice for our accounts purpose and you are requested to kindly henceforth issue goods and delivery challan on your own company's name addressed to Pennant Foods who is receiving the material on behalf of ADFL. You are requested to also take up matter with the Pennat office in Madras and arrange for the above as required by our accounts department. We are returning herewith the Challan No.301 and would request you to kindly arrange to get the necessary change done to enable us to regularize the accounts.” the learned counsel would contend that the plaintiff has established the modus operandi and the very fact that the first defendant in its letter dated 17.08.1995 marked as Ex.A40 would claim that both the plaintiff as well as the 1st defendant has been victimized. The said letter namely Ex.A40 would undoubtedly demonstrate that the first defendants wants to shift the burden on the 4th defendant. It is also stated that the 1st defendant would cooperate with the plaintiff, when he seeks to recover money form the 4th defendant. 17. The said letter namely Ex.A40 would undoubtedly demonstrate that the first defendants wants to shift the burden on the 4th defendant. It is also stated that the 1st defendant would cooperate with the plaintiff, when he seeks to recover money form the 4th defendant. 17. Learned counsel also pointed out the conduct of the parties and drew my attention to various letters namely, Exs.A24 and A27 to 39 sent by the plaintiff to the first defendant company demanding payment for the disputed invoices, namely Exs.A22, 23, 25 and 26. Mr.Shanmugam would also point out the absence of any response from the 1st defendant company for over a period of three months till 17.08.1995. He would contend that this conduct of the 1st defendant would by itself, demonstrate, the 1st defendant's present attempt is intended to evade payment, shifting blame to the 4th defendant. 18. I have gone through the oral evidence and the documents Ex.A24 and A.27 to A39. In all these letters, the plaintiff had pointed out that supplies have been made at the instance of the 1st defendant to the 4th defendant and the 1st defendant is liable to pay the value of the goods supplied under the disputed invoices. It is seen from the records that the 1st defendant has not chosen to dispute the claim of the plaintiff for over a period of three months till 17.08.1995. It sent Ex.A40 attempting to wriggle out of its liability. It will be pertinent to point out at this juncture that after the receipt of Ex.A40, the plaintiff had sent lawyer notice under Ex.A41 on 30.08.1995. The suit was filed on 22.12.1996. The 1st defendant did not choose to send any reply to the lawyer's notice, disputing its liability. 19. The cumulative effect of oral and documentary evidence, particularly the contents of Ex.A1 and the oral evidence of DW1 would show that whenever orders placed by the defendants, the plaintiff had supplied the goods to the 4th defendant and the 1st defendant had made payments for the goods supplied to the 4th defendant. 20. Though the plaintiff would claim that the goods under the disputed invoices were supplied without specific orders from the first defendant, I am unable to accept the said claim of the 1st defendant for the simple reason that the quantities of which supplied under the disputed invoices are as follows: 1. 20. Though the plaintiff would claim that the goods under the disputed invoices were supplied without specific orders from the first defendant, I am unable to accept the said claim of the 1st defendant for the simple reason that the quantities of which supplied under the disputed invoices are as follows: 1. Under Ex.A22 dated 15.04.1995, the quantity supplied is 3 tonnes; 2. Under Ex.A23 dated 15.04.1995,the quantity supplied is 7 tonnes; 3. Under Ex.A25 dated 02.05.1995, the quantity supplied is 7 tonnes; and 4. Under Ex.A26 dated 02.05.1995, the quantity supplied is 5 tonnes Therefore, the plaintiff had supplied 22 tonnes of Orid flour under four disputed invoices. No rational human being would effect the supply of such large quantity without an order being placed by the 1st defendant. The fact that the 1st defendant had kept quite, despite of having received several reminders from the plaintiff during the period form 22.04.1995 to 14.8.1995, would also lend credibility to the claim of the plaintiff. 21. In view of the above clinching evidence, I am unable to accept the contention of the learned Senior counsel appearing for the appellants to the effect that supply was made without order being placed by the first defendant. Therefore, I conclude that the plaintiff has by cogent and reliable evidence established the modus operandi of the entire transaction and that the plaintiff had in fact supplied the quantities of Orid flour covered under the disputed invoices namely, Exs.A22, A23, Ex.A25 and Ex.A26. I find that the 1st defendant is liable to pay the amounts due under the said invoices to the plaintiffs. 22. Mr.M.Venkatachalapathy, learned Senior Counsel appearing for the appellants would contend that the City Civil Court had no jurisdiction to entertain the suit inasmuch as the Registered Office of the first defendant is situated at Bombay (Mumbai). Inviting my attention to the Explanation to Section 20 of C.P.C., learned Senior Counsel would contend that the suit should be filed where the defendants are carrying on business and in the case of Corporation or companies, shall be deemed to carry on business at its sole or principal office or where it has subordinate office, at such place. I am unable to persuade myself to agree with the contention of the learned Senior Counsel. I am unable to persuade myself to agree with the contention of the learned Senior Counsel. In so far as the jurisdiction is concerned, it is settled law that the suit can be instituted at the place where the defendant resides or where there are more than one defendant with the leave of Court at the place, where any one of them reside or where cause of action wholly or partly arose. In the case on hand, it is an admitted fact that the supplies were effected in Madras, within the jurisdiction of the City Civil Court and I find on facts this case would fall under clause (c) of Section 20 of C.P.C., I see no force in the contention of the learned Senior counsel that the City Civil Court has no jurisdiction to entertain the suit. 23. The learned senior counsel would also draw my attention to the judgment in Gujarat Agro Oil Enterprises Ltd., Ahmedabad vs. Arvind H.Pathak reported in AIR 1993 Gujarat 47 would contend that the burden of proof of delivery of goods is on the person who sues. There is no quarrel with the proposition enunciated by the Division Bench. The learned counsel would contend that there was no proof for delivery of the goods. I have already held that the plaintiff has established his case by letting in cogent and reliable evidence that delivery was in fact effected to the 4th defendant and though delivery challans had been disputed by the first defendant, the factum of delivery is proved. Therefore, the decision of the Division Bench, does not help the case of the appellant. The learned counsel also contend that the interest claimed is exorbitant. The Trial Court has taken note of the fact and granted interest at the rate of 9% per annum. Therefore, I see no cause for complaint on the question of interest. For all the aforesaid reasons, I do not see any ground to interfere with the judgment and decree of the Trial Court. So far as, against the defendants 1 and 2 the conclusion of the Trial Court is confirmed. 24. Therefore, I see no cause for complaint on the question of interest. For all the aforesaid reasons, I do not see any ground to interfere with the judgment and decree of the Trial Court. So far as, against the defendants 1 and 2 the conclusion of the Trial Court is confirmed. 24. In fine, the appeal is partly allowed and the decree granted against the defendants 2 and 3 alone is set aside and the suit will stand decreed for a sum of Rs.7,99,533/- along with interest at 9% per annum from the date of the plaint i.e. on 22.01.1996 till date of realisation with proportionate cost of Rs.75,610/- against the 1st and 4th defendants. The decree against defendants 2 and 3 is set aside. The appellants shall pay the cost of the appeal to the 1st respondent in this appeal. Consequently the connected CMP.No.4463 of 2005 is closed.