JUDGMENT (Prayer: The suit is filed under Order IV Rule 1 of O.S. Rules read with Order VII Rule 1 CPC Section 7 of the Commercial Courts, Commercial Division and Commercial Appellate Division of High Court Act,2015, praying to (a) direct the defendant to pay a sum of Rs.16,52,82,984/- (Rupees Sixteen Crores Fifty Two Lakhs Eighty Two Thousand Nine Hundred and Eighty Four only); (b) for further interest at 24% p.a. On the sum of Rs.16,52,82,984/- from the date of filing of the suit till the date of realization; and (c) for the costs of the suit.) 1. The suit was instituted for the recovery of a sum of Rs.16,52,82,984/- from the defendant with further interest thereon at 24% from the date of filing of the suit until realization. 2. The plaintiff stated that it was engaged in the manufacturing and trading of iron and steel products. According to the plaintiff, the defendant carries on the business of dismantling defunct factories and selling the salvage as scrap. Since scrap may be used as raw material for manufacturing and trading of iron and steel, the plaintiff and defendant had a long period of association. The plaintiff further stated that KIOCL Limited (previously known as Kudremukh Iron Ore Company Limited) floated a tender on 16.01.2012 inviting offers for the purchase of mining and beneficiation equipment as a package on “ as is where is, no complaint basis''. The value of the contract was about Rs.200,00,00,000/-. The defendant was keen on participating in the tender and approached the plaintiff for financial support for submission of the earnest money deposit (EMD) of Rs.5,00,00,000/-. In response to the said request, the plaintiff advanced a sum of Rs.2,00,00,000/-. The said sum was advanced on the terms that the money would be repaid with interest if the defendant was unsuccessful in its bid. On the other hand, if the defendant was successful, the defendant would supply materials from and out of materials purchased by the defendant under the contract to the plaintiff to the extent of the sum of Rs.2,00,00,000/-, which the defendant received from the plaintiff. 3. The plaintiff stated that the defendant was the successful bidder and entered into a sale contract dated 12.10.2012 with KIOCL. 3. The plaintiff stated that the defendant was the successful bidder and entered into a sale contract dated 12.10.2012 with KIOCL. Upon coming to know of the same, the plaintiff addressed a communication to the defendant on 18.10.2012 and requested the defendant to negotiate a deal for the supply of heavy melting steel from the materials available at the site of KIOCL. However, the plaintiff came to know that the defendant had not taken possession of the site and therefore was not in a position to honour its commitments to the plaintiff. The plaintiff further stated that the defendant approached the plaintiff once again for financial assistance. Pursuant thereto, on the same terms as earlier agreed upon, the plaintiff advanced sums of Rs.10,00,000/- on 23.11.2012 and Rs.1,93,00,000/- on 28.11.2012. 4. According to the plaintiff, the defendant failed to adhere to the commitment of supplying raw material. Meanwhile, the steel industry was facing a seasonal lull and therefore the revenues of the plaintiff dipped considerably. Therefore, the plaintiff was constrained to stop production. In these circumstances, the plaintiff stated that it issued a communication dated 07.01.2013 to the defendant and requested the defendant to repay the entire amount received from the plaintiff with interest and reasonable profit. More than a year later, the defendant took possession of the site on 29.03.2014. In response to the repeated requests for repayment, the plaintiff stated that the defendant paid a sum of Rs.16,00,000/- by RTGS in May 2016. Thereafter, no further payments were made by the defendant. Consequently, the plaintiff asserted that a sum of Rs.3,87,00,000/- is due and payable by the defendant as its principal liability together with interest at 24% per annum. Thus, the suit claim of Rs.16,52,82,984/- consists of Rs.3,87,00,000/- towards principal and Rs.13,32,92,729/- towards interest. 5. The above statements were denied by the defendant in its written statement. According to the defendant, the sum of Rs.2,00,00,000/- was not given to it as a loan. Instead, this amount was paid by the plaintiff towards its share for participating in the tender. By referring to the communication dated 20.03.2012, the defendant stated that the transaction between the parties is in the nature of a participatory contract, whereby the defendant would supply raw materials to the plaintiff upon being awarded the contract by KIOCL. Instead, this amount was paid by the plaintiff towards its share for participating in the tender. By referring to the communication dated 20.03.2012, the defendant stated that the transaction between the parties is in the nature of a participatory contract, whereby the defendant would supply raw materials to the plaintiff upon being awarded the contract by KIOCL. The defendant further stated that the additional sum of Rs.2,03,00,000/- was also paid by the plaintiff as contribution for participation in the tender floated by KIOCL. The defendant stated that the closure of the plant by the plaintiff is for reasons not attributable to the defendant. The defendant further stated that the plaintiff was fully aware that the possession of the site had not been handed over to the defendant when the plaintiff addressed the communication of 07.01.2013 to the defendant by which the defendant unlawfully repudiated the contract. Once the plant was handed over to the defendant by KIOCL, the defendant stated that it was the responsibility of the plaintiff to purchase materials for the value of the plaintiff's contribution at market price. This obligation was not adhered to by the plaintiff because the plaintiff had shut down its plant and was not willing to take materials from the defendant. According to the defendant, the date on which the defendant took possession of the site is not material for purposes of the suit and that limitation should be computed from 07.01.2013, which is the date on which the plaintiff demanded repayment in breach of contract. 6. As regards the payment of a sum of Rs.16,00,000/- by the defendant to the plaintiff by RTGS, the defendant stated that this amount was paid because the plaintiff demanded money to carry on day-to-day business activity. With regard to the entries in the defendant's balance sheet, the defendant stated that the said entries are only for accounting purposes and for purposes of submitting tax returns to the Income Tax Department. The liability and agreement to pay interest was also denied. The Defendant expressly stated that the suit is barred by limitation and that the suit does not pertain to a commercial dispute as per the Commercial Courts Act, 2015 (the Commercial Courts Act). 7. A reply statement was filed by the plaintiff in response to the written statement. In the reply, the plaintiff denied the allegation of breach of contract. The Defendant expressly stated that the suit is barred by limitation and that the suit does not pertain to a commercial dispute as per the Commercial Courts Act, 2015 (the Commercial Courts Act). 7. A reply statement was filed by the plaintiff in response to the written statement. In the reply, the plaintiff denied the allegation of breach of contract. On this issue, the plaintiff stated that the defendant committed breach by failing to supply materials after receiving the sum of Rs.4,03,00,000/- from the plaintiff. As regards the payment of a sum of Rs.16,00,000/- by the defendant in May 2016, the plaintiff stated that it does not stand to reason that the plaintiff requested for this amount for its day- today operations although it had informed the defendant on 07.01.2013 that it was constrained to close its factory. The plaintiff denied the assertion that the suit is not a commercial dispute as also the assertion that the suit is barred by limitation. 8. Based on the pleadings, the court framed the following issues: (1) Whether the suit is filed within the period of limitation? (2) Whether the letter dated 01.04.2016 amounts to acknowledgment of debt payable by the defendant to the plaintiff? (3) Whether the plaintiff is entitled for Rs.4,03,00,000/- from the defendant in terms of the letter dated 20.03.2012? (4) Whether the transaction between the plaintiff and the defendant vis-a-vis the tender floated by KIOCL is a joint participation or independent loan transaction? (5) Whether the plaintiff is entitled for any interest? (6) To what other relief the plaintiff is entitled to? 9. The plaintiff examined its Director, Mr.Ashok Kumar Jain, as P.W.1. In course of examination in chief of P.W.1, 9 documents were exhibited as Exs.P1 to P9. P.W.1 was cross examined by learned counsel for the defendant. The defendant examined its Manager, Mr.K.Suresh, as D.W.1. In course of examination in chief of D.W.1, the board resolution dated 18.12.2021 was exhibited as Ex.D1. D.W.1 was cross examined by learned counsel for the plaintiff. 10. Oral submissions were made on behalf of the plaintiff by Mr.N.P.Vijay Kumar, learned counsel, and on behalf of the defendant by Mr.K.V.Babu, learned counsel. Both parties also submitted written submissions. 11. Learned counsel for the plaintiff opened his submissions by stating that both parties were in the steel business and had been associated with each other for a long period. Oral submissions were made on behalf of the plaintiff by Mr.N.P.Vijay Kumar, learned counsel, and on behalf of the defendant by Mr.K.V.Babu, learned counsel. Both parties also submitted written submissions. 11. Learned counsel for the plaintiff opened his submissions by stating that both parties were in the steel business and had been associated with each other for a long period. Upon being requested to contribute a sum of Rs.2,00,00,000/- to enable submission of a bank guarantee for a sum of Rs.5,00,00,000/- as EMD for participation in the tender floated by KIOCL, he submitted that the plaintiff remitted the said amount on 24.03.2012. Exs.P1 and P2, both dated 20.03.2012, were referred to in this regard. By drawing reference to Ex.P3 (the letter dated 18.10.2012 from the plaintiff to the defendant), learned counsel pointed out that the defendant was required to supply materials worth Rs.2,00,00,000/- but did not do so. He also referred to bank statements evidencing the debit of a sum of Rs.2,00,00,000/- by RTGS in favour of the defendant on 24.03.2012. Upon being approached for further contributions, he pointed out that sums of Rs.10,00,000/- and Rs.1,93,00,000/-, respectively, were paid by RTGS in November 2012. Consequently, he stated that a total sum of Rs.4,03,00,000/- was paid. In support of this submission, he relied upon the ledger account pertaining to the defendant(Ex.P7). 12. After pointing out that the plaintiff was constrained to call upon the defendant to repay the money received from the plaintiff by letter dated 07.01.2013(Ex.P6), he submitted that the defendant acknowledged liability. In order to substantiate this contention, he referred to and relied upon the financial statements of the defendant. By drawing reference to the balance sheet as of 31.03.2014, he pointed out that a sum of Rs.4,03,00,000/- was shown as a long term liability of the defendant to the plaintiff. Similarly, he referred to the balance sheet for the financial year ended on 31.03.2016 and pointed out that the defendant acknowledged its long term liability to the plaintiff in a sum of Rs.3,87,00,000/-. As regards the reduction in liability, he submitted that the plaintiff paid Rs.16,00,000/- in May 2015 as corroborated by the confirmation of accounts for the period from 01.04.2015 to 31.03.2016(Ex.P8). As regards the reduction in liability, he submitted that the plaintiff paid Rs.16,00,000/- in May 2015 as corroborated by the confirmation of accounts for the period from 01.04.2015 to 31.03.2016(Ex.P8). By referring to questions 8 to 11 in cross-examination and the answers thereto of D.W.1, he submitted that D.W.1 agreed that a sum of Rs.2,00,00,000/- was received and stated that he would check with the accounts department as to whether the defendant received Rs.10,00,000/- on 23.11.2012 and Rs.1,93,00,000/- on 28.11.2012. 13. With regard to payment of interest, he submitted that the plaintiff had incurred interest liability at commercial rates because its account with the Indian Overseas Bank was an account with cash over draft facility. He also placed reliance on the ledger account of the plaintiff with regard to the borrowing from Subash Chand Jain, a private financier. Therefore, he stated that the plaintiff is entitled to interest at commercial rates either from 07.01.2013 or at least from the date on which the defendant took possession of the plant from KIOCL. 14. These contentions were refuted by learned counsel for the defendant. The first contention of learned counsel for the defendant was that the suit is barred by limitation. He stated that the sum of Rs.2,00,00,000/- was received on 24.03.2012, the sum of Rs.10,00,000/- on 23.11.2012 and the sum of Rs.1,93,00,000/- on 28.11.2012. Consequently, even if computed from 28.11.2012, he contended that the limitation period expired on 27.11.2015. As regards the payment of a sum of Rs.16,00,000/- subsequently, he stated that the said payment pertained to an unconnected independent transaction between the plaintiff and the defendant and that it had no bearing on the question of limitation. With regard to the alleged admissions in the balance sheet, he submitted that the balance sheet contains entries relating to long term borrowings and that this amount is not reflected as a long term borrowing because the defendant did not receive the money by way of a loan. Instead, the money was received towards the plaintiff's contribution for participating in the tender floated by KIOCL. As a corollary, he stated that the plaintiff is not entitled to recovery of this money after failing to take steps to lift stocks of equivalent value once the defendant took possession from KIOCL. Instead, the money was received towards the plaintiff's contribution for participating in the tender floated by KIOCL. As a corollary, he stated that the plaintiff is not entitled to recovery of this money after failing to take steps to lift stocks of equivalent value once the defendant took possession from KIOCL. By drawing reference to Schedule- III of the Companies Act, 2013, he submitted that the entries in the balance sheet under the head ''other long term liabilities'' shows that these are trade obligations and not borrowings. On this issue, he also relied upon the judgment of this Court in Royal Bank of Scotland v. Dr.N.Varadarajan and others, 2016 SCC OnLine Madras 29476. 15. As regards the confirmation of balance under Ex.P8, he stated that the said document was executed on 01.04.2016, which is beyond the limitation period. As a result, this document cannot be relied upon for purposes of Sections 18 and 19 of the Limitation Act, 1963 (the Limitation Act). As regards both Exhibits P5 and P7, which are ledger accounts, he stated that these documents were denied by the defendant in the affidavit of admission/denial. These were printed out from a computer and cannot be relied upon in evidence in the absence of a certificate under Section 65-B of the Indian Evidence Act, 1872 (the Evidence Act). In this connection, he referred to the answers of P.W.1 in cross-examination to questions 11 to 21. He also relied upon the judgment of the Hon'ble Supreme Court in Ravinder Singh alias Kaku v. State of Punjab, 2022 SCC Online SC 541 (Ravinder Singh), particularly paragraph 21 thereof. 16. By way of rejoinder, learned counsel for the plaintiff stated that interest is the time value of money. Since the plaintiff had made RTGS payments to the defendant from its cash credit account and had also placed evidence of borrowing from a private lender, the plaintiff is entitled to interest at commercial rates. As regards Ex.P5 and Ex.P7, he stated that no objections were raised on account of not filing a certificate under Section 65-B at the time of marking of the documents. By referring to Ravinder Singh, which is the judgment relied upon by the defendant, he pointed out that the certificate under Section 65-B is not required when the owner of the computer steps into the box. By referring to Ravinder Singh, which is the judgment relied upon by the defendant, he pointed out that the certificate under Section 65-B is not required when the owner of the computer steps into the box. In order to substantiate the contention that objections should be raised at the time of marking of the documents and not later, he relied on the judgment of the Hon'ble Supreme Court in Sonu alias Amar v. State of Haryana (2017) 8 SCC 570 , particularly, paragraph 32 thereof. 17. Upon taking stock of the rival contentions, the issues framed by this court should be determined. Since the first issue pertains to limitation and the second issue is connected thereto, the said issues are dealt with first. Issue Nos. 1 & 2: 18. The defendant submitted that the suit is barred by limitation by pointing out that sums of Rs.2,00,00,000/-, Rs.10,00,000/- and Rs.1,93,00,000/- were received by the defendant from the plaintiff on 24.03.2012, 23.11.2012 and 28.11.2012, respectively. On that factual basis, it was contended that the suit should have been filed within three years from the last receipt. The date from which limitation runs depends upon the nature of the transaction and the nature of the suit. In this case, the above mentioned three payments were not made by the plaintiff to the defendant as loans. This is evident from Exs.P1 and P2. Under Ex.P1, the defendant informed the plaintiff that a bank guarantee for a sum of Rs.5,00,00,000/- is required to be furnished as EMD to participate in KIOCL's tender and that the parties had mutually agreed that the plaintiff would provide a sum of Rs.2,00,00,000/- as its share and that the defendant should supply materials for the value of Rs.2,00,00,000/- if the contract was awarded to the defendant. If not, the defendant was required to repay the entire amount with interest upon refund of EMD from KIOCL. Therefore, the transaction between the parties was such that the sum of Rs.2,00,00,000/- would be repaid only if the contract was not awarded to the defendant, and such repayment would be made after the defendant received the refund of EMD of Rs.5,00,00,000/- from KIOCL. The factual position is that the contract was awarded to the defendant, as admitted by the defendant in pleading and evidenced by the letter dated 18.10.2012 from the plaintiff to the defendant(Ex.P3). The factual position is that the contract was awarded to the defendant, as admitted by the defendant in pleading and evidenced by the letter dated 18.10.2012 from the plaintiff to the defendant(Ex.P3). Therefore, the contingency under which the amount would be repaid to the plaintiff did not arise. Consequently, out of the two options outlined in Ex.P1, the obligation triggered by the award of the contract to the defendant was the obligation to supply materials for the value of Rs.2,00,00,000/- to the plaintiff at the market rate prevailing at the time of award of the contract to the defendant. 19. The defendant also admitted receipt of further sums of Rs.10,00,000/- on 23.11.2012 and Rs.1,93,00,000/- on 28.11.2012. As regards these amounts, the pleading of the defendant in the written statement is that the plaintiff remitted these amounts as contribution of its share for participation in the tender. Such participation was by way of receiving materials of a value equivalent to the plaintiff's contribution from the defendant. In effect, the case of the defendant is that the plaintiff was entitled to materials of an aggregate value of Rs.4,03,00,000/-, and that this was the consideration for contributing Rs.4,03,00,000/-. 20. The admitted position is that the defendant took possession of the relevant project site only on 29.03.2014. Consequently, the defendant was not in a position to supply materials until 29.03.2014. Meanwhile, the plaintiff informed the defendant by letter dated 07.01.2013 (Ex.P6) that it had closed its plant and called upon the defendant to repay amounts advanced along with interest and a share of profit. The defendant did not reply to the communication dated 07.01.2013. If the defendant's position was that the plaintiff should take materials of the value of Rs.4,03,00,000/-, the defendant should have responded to Ex.P6 by calling upon the plaintiff to take materials for a value equivalent to amounts paid by the plaintiff. But such evidence is not on record. On the contrary, the plaintiff has placed on record the confirmation of accounts for the period from 01.04.2015 to 31.03.2016(Ex.P8). The defendant has signed this document in confirmation of the closing balance of Rs.3,87,00,000/-. Therefore, this document evidences that there is an outstanding of Rs.3,87,00,000/- from the defendant to the plaintiff as on 31.03.2016. The defence raised with regard to this document is that the confirmation was provided after expiry of the period of limitation on 27.11.2015. The defendant has signed this document in confirmation of the closing balance of Rs.3,87,00,000/-. Therefore, this document evidences that there is an outstanding of Rs.3,87,00,000/- from the defendant to the plaintiff as on 31.03.2016. The defence raised with regard to this document is that the confirmation was provided after expiry of the period of limitation on 27.11.2015. For reasons set out earlier, the limitation period clearly did not expire on 27.11.2015 because the dates of remittance of the three payments by the plaintiff cannot be considered as the starting point for computation of limitation. The starting point of limitation is addressed next. 21. The defendant's contention that its obligation under the transaction was to supply materials is supported by Exs.P1 and 2 and warrants acceptance. As stated above, this obligation could not have been fulfilled by the defendant until it took possession of the site from KIOCL on 29.03.2014. Put differently, upon being declared as the successful bidder and put in possession of the site, the defendant was in a position to supply materials of a value equivalent to Rs.4,03,00,000/-. If this had been done within a reasonable time after taking possession, the plaintiff would not have the cause of action to sue for recovery. Therefore, the period of limitation would commence a reasonable time after 29.03.2014. A period of three months after taking possession of the site, which is on or before 28.06.2014, would be a reasonable time to fulfil the supply obligation. Thus, the period of limitation would run from 28.06.2014 to 27.06.2017, if the same is not extended. 22. As evidence of acknowledgment of liability, apart from Ex.P8, the plaintiff also placed on record the balance sheets of the defendant. The balance sheet for the financial year ended 31.03.2014 reflects a long term liability of Rs.4,03,00,000/- to the plaintiff. This acknowledgment is within the period of limitation even if computed from 28.11.2012. Although learned counsel for the defendant endeavoured to draw a distinction between a long term borrowing and a long term liability, the said distinction is not relevant for purposes of limitation. In other words, at a minimum, the acknowledgment in the balance sheet of 31.03.2014 leads to the conclusion that the defendant was under the long term liability of supplying materials of the value of Rs.4,03,00,000/- to the plaintiff as on 31.03.2014. In other words, at a minimum, the acknowledgment in the balance sheet of 31.03.2014 leads to the conclusion that the defendant was under the long term liability of supplying materials of the value of Rs.4,03,00,000/- to the plaintiff as on 31.03.2014. An acknowledgment is also contained in the balance sheet as on 31.03.2015 and 31.03.2016. The only variation with regard to the balance sheet of 31.03.2016 is that the long term liability has reduced from Rs.4,03,00,000/- to Rs.3,87,00,000/-. The Hon'ble Supreme Court instructs that acknowledgments in financial statements may be relied upon for purposes of claiming the benefit of Section 18 of the Limitation Act provided the acknowledgment is before expiry of the period of limitation and subject to qualifications, if any, set out therein. Instead of multiplying authorities, it is sufficient to refer to the recent judgment of the Hon'ble Supreme Court in Asset Reconstruction Company of India Limited v. Bishal Jaiswal and another, (2021) 6 SCC 366 (Bishal Jaiswal). In paragraph 35 of the said judgment, it was held that the balance sheet should be examined on a caseby- case basis so as to determine whether the acknowledgment of liability has the effect of extending the period of limitation under Section 18 of the Limitation Act. Paragraph 35 is set out below: ''35. A perusal of the aforesaid sections would show that there is no doubt that the filing of a balance sheet in accordance with the provisions of the Companies Act is mandatory, any transgression of the same being punishable by law. However, what is of importance is that notes that are annexed to or forming part of such financial statements are expressly recognised by Section 134(7). Equally, the auditor's report may also enter caveats with regard to acknowledgments made in the books of accounts including the balance sheet. A perusal of the aforesaid would show that the statement of law contained in Bengal Silk Mills [Bengal Silk Mills Co. Equally, the auditor's report may also enter caveats with regard to acknowledgments made in the books of accounts including the balance sheet. A perusal of the aforesaid would show that the statement of law contained in Bengal Silk Mills [Bengal Silk Mills Co. v. Ismail Golam Hossain Ariff, 1961 SCC OnLine Cal 128 : AIR 1962 Cal 115 ] , that there is a compulsion in law to prepare a balance sheet but no compulsion to make any particular admission, is correct in law as it would depend on the facts of each case as to whether an entry made in a balance sheet qua any particular creditor is unequivocal or has been entered into with caveats, which then has to be examined on a case by case basis to establish whether an acknowledgment of liability has, in fact, been made, thereby extending limitation under Section 18 of the Limitation Act.'' 23. It was concluded earlier that the period of limitation should be computed from 28.06.2014, i.e. a reasonable time after 29.03.2014. The balance sheets for the years ended 31.03.2014, 31.03.2015 and 31.03.2016 contain an acknowledgment of liability to the extent of Rs.4,03,00,000/- or Rs.3,87,00,000/- as of the end of the relevant financial year. There is no qualification or caveat by the auditors with regard to the long term liability in any of the financial statements. All these acknowledgments are within three years from 28.06.2014. Therefore, as per the law laid down in the Bishal Jaiswal, on the facts of this case, the plaintiff is entitled to the benefit of Section 18 of the Limitation Act. In addition, Ex.P8, which is a confirmation of balance as on 01.04.2016, also confirms the outstanding balance of Rs.3,87,00,000/-. This acknowledgment was also made within the period of limitation. As a result of the acknowledgment in the balance sheet for the year ended on 31.03.2016 and Ex.P8, the period of limitation stands extended up to 31.03.2019. The plaint was presented on 28.03.2019. Consequently, the suit is presented within the period of limitation. Therefore, Issue Nos.1 and 2 are decided in favour of the plaintiff and against the defendant. The other preliminary objections on the maintainability of the suit before the Commercial Division and the implications of Section 12A of the Commercial Courts Act are considered next. 24. Consequently, the suit is presented within the period of limitation. Therefore, Issue Nos.1 and 2 are decided in favour of the plaintiff and against the defendant. The other preliminary objections on the maintainability of the suit before the Commercial Division and the implications of Section 12A of the Commercial Courts Act are considered next. 24. Although no issues were framed on the above aspects, the plaintiff contended that the the plaint is liable to be rejected for noncompliance with Section 12-A of the Commercial Court Act and that the dispute between the parties is not a commercial dispute. In Olympic Card Limited v. Standard Chartered Bank (2015) 1 CTC 38, this Court concluded that Section 12-A of the Commercial Courts Act is recommendatory and not mandatory. Such view held the field on the date of presentation of the suit and continued to hold the field while the case was prosecuted. Indeed, the position changed only upon pronouncement of the judgment of the Hon'ble Supreme Court in Patil Automation Private Limited and others v. Rekheja Engineers Private Limited (Patil Automation), 2022 SCC Online 1028. This judgment was pronounced on 17.08.2022. In paragraph 92 thereof, the Hon'ble Supreme Court held as follows: ''92. Having regard to all these circumstances, we would dispose of the matters in the following manner. We declare that Section 12A of the Act is mandatory and hold that any suit instituted violating the mandate of Section 12A must be visited with rejection of the plaint under Order VII Rule 11. This power can be exercised even suo moto by the court as explained earlier in the judgment. We, however, make this declaration effective from 20.08.2022 so that concerned stakeholders become sufficiently informed. Still further, we however direct that in case plaints have been already rejected and no steps have been taken within the period of limitation, the matter cannot be reopened on the basis of this declaration. Still further, if the order of rejection of the plaint has been acted upon by filing a fresh suit, the declaration of prospective effect will not avail the plaintiff. Finally, if the plaint is filed violating Section 12A after the jurisdictional High Court has declared Section 12A mandatory also, the plaintiff will not be entitled to the relief. '' 25. Still further, if the order of rejection of the plaint has been acted upon by filing a fresh suit, the declaration of prospective effect will not avail the plaintiff. Finally, if the plaint is filed violating Section 12A after the jurisdictional High Court has declared Section 12A mandatory also, the plaintiff will not be entitled to the relief. '' 25. Thus, the conclusion of the Hon'ble Supreme Court is that the declaration that the plaint should be rejected unless Section 12-A is complied with would operate prospectively from 20.08.2022 except in cases where the jurisdictional court rejected the plaint earlier for non-compliance and further action was taken on that basis by parties. As regards proceedings before this Court, it operates prospectively. Hence, it would apply to any plaint presented before this Court or on after 20.08.2022. Since this plaint was presented on 28.03.2019, the same is not affected by Patil Automation. 26. The pleadings disclose that both parties were involved in the steel business as manufacturers and/or traders; therefore, they qualify as merchants and/or traders. Hence, this dispute arises out of ordinary transactions of merchants or traders as per Section 2(1)(c)(i) of the Commercial Courts Act, and the contentions of the defendant to the contrary are rejected. Issue Nos.3 and 4: 27. Issue No.4 pertains to whether the transaction between the plaintiff and defendant is for joint participation in a tender or a loan transaction and Issue No.3 relates to whether the plaintiff is entitled to recover a sum of Rs.4,03,00,000/- from the defendant. Since both the issues are inter-related, they are dealt with and disposed of jointly. Ex.P1 throws considerable light on the nature of the transaction between the parties. The said letter, in relevant part, reads as under: ''This has reference to our discussion on our participation in the Tender floated by KIOCL cited above. In these regards we need to furnish Rs.5 Crore BG as EMD along with the Tender Documents opening on 26th March 2012. The value of the Tender will be around Rs.200 Crores. It is mutualy agreed that out of the requisite EMD of Rs.5 Crore, Rs.2 Crore will be arranged from your side. We will supply the materials for the value of Rs.2 crore at the prevailing market rate on award of the above Tender in our favour. The value of the Tender will be around Rs.200 Crores. It is mutualy agreed that out of the requisite EMD of Rs.5 Crore, Rs.2 Crore will be arranged from your side. We will supply the materials for the value of Rs.2 crore at the prevailing market rate on award of the above Tender in our favour. If the Tender was not awarded in our favour, we will return the entire amount on receipt of our EMD from KIOCL along with interest. Since we need to submit the Tender at Karnataka on or before 26th March, 2012, we need the RTGS for Rs.2 Crore should be processed on or before 22nd March 2012( 23rd is a Bank Holiday). Hence we request you to kindly arrange to transfer the amount of Rs.2 Crore before 22nd March 2012.'' Upon examining the above letter, the only inference that can be drawn is that the sum of Rs.2,00,00,000/- was remitted by the plaintiff as its contribution for procuring and furnishing a bank guarantee of Rs.5,00,00,000/- in relation to the tender floated by KIOCL. The said remittance was made on the understanding that the plaintiff would receive materials of the value of Rs.2,00,00,000/- from the defendant if the contract was awarded by KIOCL. Otherwise, the amount would be repaid along with interest. 28. As subsequent events reveal, the contract was awarded to the defendant. Therefore, the defendant was under an obligation to supply materials of the value of Rs.2,00,00,000/- to the plaintiff. This was admittedly not done. The plaintiff has also placed on record Ex.P8, whereby the defendant acknowledged receipt of an aggregate sum of Rs.4,03,00,000/-, which includes subsequent payments of Rs.10,00,000/- and Rs.1,93,00,000/-. Therefore, even on the basis of the defendant's case, the defendant should have supplied materials of the value of Rs.4,03,00,000/-. Admittedly, no materials were supplied by the defendant to the plaintiff. The only defence raised by the defendant is that the plaintiff did not call upon the defendant to supply materials and that the plaintiff instead issued the letter of 07.01.2013 demanding repayment. As discussed earlier, the defendant did not reply to this communication and put the plaintiff on notice that the agreement between the parties was only for supply of materials and not repayment of money. As discussed earlier, the defendant did not reply to this communication and put the plaintiff on notice that the agreement between the parties was only for supply of materials and not repayment of money. The defendant also did not address any communication to the plaintiff by which the plaintiff was called upon to take materials of the value of Rs.4,03,00,000/-. 29. The plaintiff also placed on record evidence that the defendant paid a sum of Rs.16,00,000/- subsequently, thereby leaving an outstanding balance of Rs.3,87,00,000/-. This contention was refuted by the defendant by alleging that the payment of Rs.16,00,000/- was made because the plaintiff requested for money to sustain its day-to-day operations. The contention of the defendant is liable to be rejected both for the reason that it contradicts Ex.P6 by which the defendant was informed that it had closed its plant and also because no evidence was adduced to prove the contention. Thus, the evidence on record leads to the conclusion that the defendant repaid a sum of Rs.16,00,000/- from and out of the total amount of Rs.4,03,00,000/- received from the plaintiff. The defendant should have either supplied materials for the net outstanding value of Rs.3,87,00,000/- or repaid the said amount. The retention of both materials and money by the defendant clearly amounts to unjust enrichment. By no stretch of imagination, can it be concluded that the plaintiff agreed to contribute Rs.4,03,00,000/- or Rs.3,87,00,000/- gratuitously to the defendant. Therefore, the defendant is liable to pay a sum of Rs.3,87,00,000/- to the plaintiff on account of failing to supply materials for the said value or repaying amounts received. Issue Nos.3 and 4 are therefore decided in the manner set out above. The interest claim of the plaintiff and the reliefs to be provided to the parties remain to be addressed. Issue Nos.5 and 6: 30. The documents on record disclose that the parties did not agree upon either payment of interest or the rate of interest. Ex.P1 discloses that the defendant agreed to pay interest in case KIOCL does not award the contract to the defendant. Since KIOCL awarded the contract to the defendant, the said contingency did not arise. In the absence of an agreed rate of interest, interest should be awarded at a reasonable rate by taking into account the nature of the transaction and interest rates prevailing at the relevant point of time. Since KIOCL awarded the contract to the defendant, the said contingency did not arise. In the absence of an agreed rate of interest, interest should be awarded at a reasonable rate by taking into account the nature of the transaction and interest rates prevailing at the relevant point of time. In support of the claim for interest at 24% per annum, the plaintiff relied upon Exs.P5 and P7. As is evident from the affidavit of admission/denial of the defendant with regard to these documents, these documents were denied. Upon denial of these documents, the plaintiff was under an obligation to adduce corroborative evidence to prove these documents. Such evidence was not tendered. As such, these documents are of limited probative value. Nevertheless, the transaction is undoubtedly commercial because both parties were engaged in the steel business and all the remittances by the plaintiff were in relation thereto. The remittances were made between March 2012 and November 2012. The defendant was not in a position to fulfill its obligations until 29.03.2014 on account of not being put in possession of the site by KIOCL until then. It was concluded earlier that three months is a reasonable time from 29.03.2014 for the fulfillment of the defendant's obligation. This three months period expired on 28.06.2014. Therefore, interest should be computed from 28.06.2014. In the absence of an agreed rate of interest, commercial rates prevailing at the relevant point of time should be taken into account. If it were a loan transaction, about 12% per annum would have been reasonable but considering the following: the contract envisaged supply of materials and not repayment; and the plaintiff resiled from the original agreement to take materials and claimed repayment, the rate of 9% per annum is reasonable. Issue Nos.5 and 6 are disposed of on this basis. Since costs follow the event, the plaintiff is entitled to proportionate costs to reimburse court fees, lawyer's fees and expenses. A sum of Rs.8,50,000/- is awarded on this count. 31. In the result, the suit is decreed by directing the defendant to pay the plaintiff a sum of Rs.3,87,00,000/-(Three Crores Eighty Seven Lakhs only) along with interest thereon at the rate of 9% per annum from 28.06.2014 until the date of realisation. A sum of Rs.8,50,000/- is awarded on this count. 31. In the result, the suit is decreed by directing the defendant to pay the plaintiff a sum of Rs.3,87,00,000/-(Three Crores Eighty Seven Lakhs only) along with interest thereon at the rate of 9% per annum from 28.06.2014 until the date of realisation. In addition, the defendant shall pay the plaintiff a sum of Rs.8,50,000/-(Rupees Eight Lakhs Fifty Thousands only) as costs which includes proportionate court fee, reasonable lawyer's fees and costs. Consequently, connected applications are closed.