IN THE COURT OF THE LEARNED CIVIL JUDGE (SENIOR DIVISION) AT

JALPAIGURI

Title Suit No. 111 of 2025

IN THE MATTER OF:

1. Kohinoor Tea Company Limited, a

Company registered under the
relevant provisions of the
Companies Act, 1956, having its
registered office at Kohinoor
Building, Thana Road, Post Office
& District- Jalpaiguri, Pin Code-
735101;

2. Vaibhav Sinha, son of Sri Keshab

Sinha, residing at 203, Shree
Tower, Kadru Main Road, Ranchi,
Jharkhand, Pin Code- 834001, one
of the Directors of the plaintiff no.
1 company.
… Plaintiffs.
-V e r s u s-

1. The Central Bank of India, a

Banking Company constituted
under the Banking Companies
(Acquisition and Transfer of
Undertakings) Act, 1970, having
its registered office at
2

Chandermukhi, Nariman Point,

Mumbai, Pin code-400 021;

2. The Chairman and

Managing Director, Central Bank
of India, having its registered
office at Chander Mukhi, Nariman
Point, Mumbai – 400 021;

3. The Zonal Head, Eastern

Zone, Central Bank of India,
having its registered office at
Central Bank Building, 33, Netaji
Subhash Road, Kolkata - 700 001;

4. The Regional Manager,

Central Bank of India, Jalpaiguri,
having address at P.B. No.12,
Merchant Road, P.O.- Jalpaiguri,
Pin code- 735101;

5. The Branch Manager,

Central Bank of India, Jalpaiguri
Branch, Post Office & District-
Jalpaiguri, Pin Code- 735101;

6. H.S.S. & Sons Venture

Private Limited, a Company
incorporated under the relevant
provisions of the Companies Act,
1956, having its registered office
 3

at C/o- Uma Sinha, House No. 64,

Dangal Para, Ward No. 19,
District-Dumka, Jharkhand,
Pincode-814101;
…Defendants.

Suit for declaration and injunction valued at Rs. 2 lakhs.

1. The plaintiff no. 1 herein is a company having its registered

address mentioned in the cause title hereinabove and is, inter alia,
involved in the business of running and managing tea estate. For the
purpose of the plaint, the plaintiff company is also represented by one
of its directors who is impleaded as plaintiff no. 2 in the array of
parties.

2. The plaintiff company in its usual course of business had availed

a substantial amount of credit facilities from the defendant bank for
the purpose of running, managing and investing in its tea business
from time to time. The earlier management and Board of Directors of
the plaintiffs company having caused default in repayment of the said
credit facilities, had confronted recovery measures on the part of the
defendant bank wherein the bank before the learned Debt Recovery
Tribunal, had also initiated measures under the relevant provisions of
the SARFAESI Act, 2002. It shall appear from records that in
pursuance of such measures under the SARFAESI Act, 2002, on or
about 4th May, 2018, the defendant bank attempted to put the assets
of the plaintiffs company on E-auction and for such purposes, an
appropriate publication was made, a copy whereof is annexed hereto
and marked as Annexure “P-1”.
 4

The asset of the plaintiffs company being a tea estate under the
name and style of Kohinoor Tea Estate situated under the Police
Station – Samuktala, District- Alipurduar, which is the subject matter
of the instant suit is morefully described as Schedule- A to this plaint.

3. In view of the fact that the defendant bank had failed to find an
appropriate purchaser for the property belonging to the plaintiff no. 1
company on repeated occasions, finally on or about 14 th October,
2019, the defendant bank offered a non-discretionary/non-
discriminatory (NDND) Special OTS Scheme, 2019-20 for One-Time
Settlement of NPS and technical right off/prudential right off accounts
in favour of the plaintiffs company wherein the OTS offer and other
relevant terms and conditions of such offer was mentioned. In this
regard, the relevant instruction circular being No. 2333 dated 22 nd
May, 2020 and the OTS offer letter issued in favour of the plaintiffs
company dated 14th October, 2019 are annexed hereto and marked
as Annexure “P-2”.
4. Subsequently, by a communication dated 24 th August, 2020, the
OTS offer from the end of the defendant bank was revised to 2.3
crores as shall appear therefrom, a copy whereof is annexed hereto
and marked as Annexure “P-3”

5. The plaintiffs submit that in the meantime, while the plaintiffs

company was negotiating the offer of OTS with the responding bank
and was tried to find out modalities to make payment in pursuance of
such scheme, in view of the acute financial constraints, the earlier
management of the plaintiffs company had transferred the majority
stake of the plaintiffs company in favour of the defendants herein,
which in turn, acquired full control and management of the plaintiff
no. 1 company. Such and other facts were also intimated to the
defendant bank herein by way of a communication dated 28 th August,
 5

2020, a copy whereof is annexed hereto and marked as Annexure

“P-4”.

6. In such circumstances, all of a sudden, on or about 1 st

September, 2020, a third party being one Rithwik Bhattacharya
addressed a communication to the defendant bank expressing his
interest to offer a substantial amount in favour of the bank with a
further request to the bank to transfer the assets and properties of
the plaintiffs company which was earlier subjected to E-auction in
favour of him. Pursuant to such communication dated 1 st September,
2020, the said individual also proceeded to file an interim application
in connection with the proceeding that was pending before the Debt
Recovery Tribunal against the plaintiffs company being IA No. 217 of
2020 in TOA 607 of 2017 (Central Bank of India Vs. Kohinoor Tea
Company). That apart, the said individual also proceeded to prefer a
writ petition before this Hon’ble Court being WPA 8096 of 2020
(Rithwik Bhattacharya Vs. Central Bank of India & Ors.), wherein the
said individual has sought appropriate directions upon the bank for
acceptance of his offer. Such writ petition was disposed of by this
Hon’ble Court in terms of an order dated 14 th October, 2020, wherein
this Hon’ble Court directed the said individual to prefer appropriate
application before the Tribunal and ventilate his grievances before the
Tribunal.

A copy of the communication dated 1 st September, 2020 and

the order passed by this Hon’ble Court in WPA 8096 of 2020 (Rithwik
Bhattacharya Vs. Central Bank of India & Ors.) dated 14 th October,
2020 are annexed hereto and collectively marked as Annexure “P-
5”.
 6

7. Being aggrieved and dissatisfied with the order passed by this

Hon’ble Court in WPA 8096 of 2020, the said Rithwik Bhattacharya
preferred an appeal before the Hon’ble Division Bench of this Court
which was registered as MAT 741 of 2020, wherein this Hon’ble Court
denied granting any interim relief in favour of the plaintiffs. Being
aggrieved, the said Rithwik Bhattacharya as well the plaintiffs
company both preferred separate Special Leave Petition before the
Hon’ble Supreme Court which was finally disposed of with an
observation that the said individual, i.e., Rithwik Bhattacharya being a
prospective buyer cannot be permitted to intervene in such a matter
since grant of One-Time Settlement and benefit under a particular
scheme was in between the bank as well as the borrowers. In view of
such observation, subsequently, by an order dated 29 th September,
2023, the appeal being MAT 11 of 2021 preferred by said Rithwik
Bhattacharya was dismissed by the Hon’ble Division Bench of this
Court thereby observing that the appellant third party has no locus
standi in the matter and the proceedings initiated by him was in gross
abuse of process of law. The relevant orders passed by the Hon’ble
Supreme Court in this regard and the final order disposing of the
appeal being MAT 11 of 2021 dated 29th September, 2023 are
annexed hereto and collectively marked as Annexure “P-6”.

8. The plaintiffs submit that in view of the pending litigations as

indicated above, during the period broadly from 2020 till 2023, the
negotiations regarding OTS Scheme could not proceed further. In the
meantime, the defendant bank has also not communicated its
unwillingness to proceed with the One-Time Settlement since in
pursuance of the original offer. In the meantime the plaintiffs
company has also paid a substantial amount showing their willingness
to accept the offer of One-Time Settlement. It shall be pertinent to
mention that reflecting its willingness to accept the One-Time
 7

Settlement offer, on 16th September, 2020, the plaintiffs company had

made payment of Rs. 5 lakhs and thereafter on 30 th September, 2020,
they had paid a further amount of Rs. 12 lakhs, which were duly
accepted and acknowledged by the defendant bank.

A copy of the relevant documents evidencing such payment are

annexed hereto and collectively marked as Annexure “P-7”.

9. In such factual backdrop on or about 20th April, 2022, the

defendant bank preferred a communication addressed to the
Directors of the plaintiff no. 1 company communicating that the
application for One Time Settlement initiated in between the plaintiffs
and the defendant bank has been rejected by the appropriate
authority, inter alia, on the ground that there has been several
litigations which had cropped up and that the bank has also received
expressions of interest in respect of the subject property from
prospective buyers. However, from the subsequent communications
in between the plaintiffs and the defendant bank, it shall transpire
that such rejection as communicated on 20 th April, 2022 was never
acted upon and on the contrary, in fact, the bank had subsequently
proceeded to conclude the offer of OTS in favour of the plaintiffs
company on an agreed sum of money.

Copy of the communication dated 20th April, 2022 is annexed

hereto and marked as Annexure “P-8”.

10. After disposal of the appeal preferred by the third-party

intervener being MAT 11 of 2023 and after several round of verbal
discussions in between the competent authority of the bank and the
plaintiffs company, on or about 15 th May, 2024, a communication was
preferred by the plaintiffs company wherein the plaintiffs company
 8

had expressed its desire to settle the accounts upon payment of a

further amount of Rs. 1.30 crores excluding the payments which have
already been made by the plaintiffs company.

A copy of the communication dated 15 th May, 2024 is annexed

hereto and marked as Annexure “P-9”.

A copy of the order disposing of the appeal pending before the

Hon’ble High Court at Calcutta, Circuit Bench at Jalpaiguri in MAT 11
of 2023 is annexed hereto and marked as Annexure “P-10”.

11. The plaintiff submits that in the meantime, the plaintiffs through
credible sources had received information that the original registered
Deed of Lease on this basis of which the equitable mortgage was
effectuated by the bank is untraceable in the records of the bank and
the same could not be located by the officials of the bank despite
their best efforts. Upon enquiry, it also transpires to the plaintiffs that
in the proceeding before the Debt Recovery Tribunal, the said
registered Deed also could not be produced by the bank for reasons
best known to them. In such circumstances, the plaintiffs on or about
6th June, 2024 preferred an application under the Right to Information
Act before the bank authorities seeking to know as to whether the
said document is available with the bank and in the event the same is
available to hand over the same to an authorized representative of
the company. Pertinently the said document was extremely important
since in absence of original copy of the registered Deed Lease, the
marketable title of the company in respect of all its properties,
particularly, the landed property and the registered office of the
plaintiffs company situated in Jalpaiguri shall be permanently
affected.
 9

In this regard, a copy of the relevant application under the Right

to Information Act is annexed hereto and marked as Annexure “P-
11”.

12. In the meantime, in respect to the offer made by the plaintiffs,

the defendant bank in a meeting dated 23 rd May, 2024 had rejected
the same and had called upon the plaintiffs company to increase the
amount so that the dues against the plaintiffs company can be
settled. In the meantime, on 26 th July, 2024, pursuant to verbal
discussions in between the plaintiffs company and the bank, the offer
of the plaintiffs company was revised and enhanced to Rs. 1.50 crores
and the same was communicated to the bank by a communication
dated 26th July, 2024.
Importantly it shall appear that the defendant bank had neither
rejected the proposal of the plaintiffs nor their offer for settling the
dues by way of an OTS Settlement was ever withdrawn by the bank.
From the development as indicated above, it shall, therefore, be
apparent that the earlier communication of rejection dated 20 th April,
2022 has subsequently been reversed by the bank in view of their
subsequent conduct and actions.

A copy of such communication dated 23 rd May, 2024 and a copy

of the communication dated 26th July, 2024 are annexed hereto and
collectively marked as Annexure “P-12”.

13. In pursuance of the same, on 20 th August, 2024, the plaintiffs

once again reiterated their offer of Rs. 1.50 crores and had also
submitted a cheque of Rs. 20 lakhs evidencing their intention to
conclude the One-Time Settlement which was duly submitted before
the bank authorities.
 10

A copy of the communication dated 20th August, 2024 is

annexed hereto and marked as Annexure “P-13”.

14. Subsequently, on several occasions, the Directors of the

plaintiffs company as well as the competent officers of the defendant
bank had discussed the issue in several meetings which were held at
the Regional as well as the Zonal Office of the defendant bank and in
pursuance thereof, subsequently on 13 th November, 2024, the
plaintiffs had enhanced their offer to Rs. 2.26 crores as originally
indicated by the bank and the same was communicated to the bank
authorities by an email dated 13th November, 2024. Such
enhancement of offer was also done by the plaintiffs company in view
of a communication of the bank dated 12 th November, 2024 wherein
the defendants authorities indicated that they had by an email dated
2nd September, 2024 urged the plaintiffs company to increase the
compromise offer to Rs. 2.26 crores and accordingly, the highest
offices of the plaintiffs company has been waiting for submission of
the enhancement offer by the plaintiffs company for Rs. 2.26 crores.
Copies of such communications are annexed hereto and collectively
marked as Annexure “P-14”.

15. The plaintiffs submit that in the meantime, while the

negotiation and exchange of communication was going on in between
the bank and the plaintiffs company, in the meantime, the plaintiffs
company had deposited an amount to the tune of Rs. 50 lakhs which
included payment of Rs. 18 lakhs before the Debut Recovery Tribunal,
Rs. 12 lakhs initially against the NDND Scheme thereafter Rs. 20 lakhs
on 28th August, 2024.

16. It shall appear from the communication in between the parties

that on or about 6th September, 2024, the plaintiffs had requested the
 11

bank to clarify with regard to the availability of the original Deed of

Conveyance and as to how the bank will assist or compensate the
plaintiffs in the event the same could not be traced out. A further
request was made to the bank to consider the amount of
compensation in finalizing the One-Time Settlement amount.
Surprisingly although it would appear from subsequent
communication that the highest authorities of the bank were well-
conversant with the fact that the original Deed of Conveyance has
been lost and/or misplaced from the custody of the bank still the
same for reasons best known to the bank was neither communicated
to the plaintiffs nor any steps and/or enquiry was initiated by the bank
in this regard to find out the same. It is evident that the bank had not
only acted in a negligent manner but had also dealt with the plaintiffs
in a highhanded manner only to keep extracting substantial amount
from time to time despite the fact that the plaintiffs was at all times
kept in the dark with regard to the misplacement and/or loss of the
original Deed of Conveyance.

A copy of the communicated dated 6 th September, 2024 is

annexed hereto and marked as Annexure “P-15”.

17. It shall further appear that on 16 th November, 2024, the

plaintiffs company had communicated the bank with regard to their
final revised One-Time Settlement offer of Rs. 2.26 crores and the
payment made by the plaintiffs in the meantime was also duly
communicated to the highest authorities of the bank.

A copy of the communicated dated 16th November, 2024 is

annexed hereto and marked as Annexure “P-16”.
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18. On 16th November, 2024 itself it shall appear that the

defendants authorities had called upon the plaintiffs to submit a
signed copy of the compromise offer letter and had also called upon
the plaintiffs to appraise as regards the source of funds wherefrom
the said payment shall be made by the plaintiffs. Followed by such
communication on the same date, it shall appear that on 18 th
November, 2024, the plaintiffs received a further communication
wherein most surprisingly and astonishingly the bank communicated
that the original Lease Deed of Kohinoor Tea Estate as well as the
original Title Deed of Kohinoor Building is missing from the bank’s
record and in this regard they had already lodged a police complaint
on 30th September, 2020. The communication further records that in
the event of compromise settlement, the bank shall only be able to
handover the FIR copy so that the plaintiffs can obtain certified copy
of the original document from the concerned office.
Copies of the communication dated 18 th November, 2024 are
annexed hereto and marked as Annexure “P-17”.

19. The plaintiffs respectfully submit that such communication was

extremely surprising and shocking since from the conduct of the bank
it shall appear that the bank authorities have failed to maintain the
minimum exact standard of transparency since on one hand while the
bank was seeking to obtain payment in terms of the settlement offer,
on the other hand, the plaintiffs company was completely kept in dark
with regard to the misplacement of the original Title Deed as well as
the original Lease Deed of the tea garden. It shall be needless to
mention that misplacement of both the documents shall directly
impact the marketability of the respective properties, particularly, the
land and building upon which the registered office of the plaintiffs
company situated since without original chain Deed, any prospective
buyer shall not be able to avail finance from any bank or financial
 13

institution. Consequently, the marketability of the property shall be

irreparably affected for which there cannot be any substitute
arrangement. Even if the plaintiffs company can avail a certified copy
of the original Deed, no bank or financial institution shall accept the
same in lieu of the original in this regard.

20. Being surprised and shocked with such communications, by a

communication dated 23rd December, 2024, the plaintiffs requested
the defendants authorities to immediately take a decision for
finalization of the OTS keeping in view the payments already made by
the plaintiffs in this regard subsequent to the offer of the One-Time
Settlement and to compensate the plaintiffs company adequately in
view of the loss/misplacement of the original Deed from the custody
of the bank. The grievances of the plaintiffs in this regard as
ventilated before the bank authorities shall appear from a copy of the
communication dated 23rd December, 2024, a copy whereof is
annexed hereto and marked as Annexure “P-18”.

21. From the facts and circumstances as narrated above, it shall

appear that at all times, the bank authorities are acted in an open
manner and without any transparency since one hand while they
were negotiating the OTS offer by the plaintiffs, on the other hand,
they had willfully and deliberately suppressed the fact that the
original Title Deeds have been missing from their own custody and
record. The plaintiffs submit that on account of such irreparable loss
and injury this has been caused by the plaintiffs, the defendant bank
and its highest officials, particularly, the defendant nos. 2, 3, 4 and 5
must be held jointly and severely liable and responsible for such loss
and the plaintiffs are required to be compensated adequately for such
loss of documents which directly impacts the future marketability of
the property as indicated above.
 14

22. In such circumstances, being aggrieved and dissatisfied with

the acts and omissions on the part of the bank in not finalizing the
One Time Settlement in favour of the plaintiffs despite the fact that
from the facts and circumstances as narrated above shall indicate
that the offer exchanged in between the parties and the proposal of
One Time Settlement was, in fact, accepted by both the parties and
such acceptance was also buttressed by exchange of a substantial
amount of consideration, there was a concluded agreement in
between the parties from which there could not have been any
occasion on the part of the bank to deviate. Accordingly, the plaintiffs
herein preferred a writ petition before the Hon’ble High Court at
Calcutta, Circuit Bench at Jalpaiguri being WPA 710 of 2025 (Kohinoor
Tea Company Limited Vs. The Central Bank of India and others), inter
alia, praying for appropriate directions upon the bank to forthwith
finalize the One Time Settlement initially granted in favour of the
plaintiffs and for a further direction upon the bank to pay
compensation to the plaintiffs to the tune of Rs. 1 crore for loss,
misplacement of the original title deeds etc. In course of hearing of
the said writ petition, the defendant bank intimated the Hon’ble Court
that by a communication dated 11 th April, 2025, the One Time
Settlement has not been found suitable and accordingly, the same
cannot be considered under the One Time Settlement Scheme of the
bank. In such circumstances, the writ petition having been found
infructuous in view of the communication dated 11 th April, 2025 was
dismissed as withdrawn.

A copy of the order dated ________ passed on WPA 710 of 2025

is annexed hereto and marked as Annexure “P-19”.
 15

23. Since by the communication dated 11th April, 2025, it was

intimated by the bank that the proposal of the plaintiffs has been
found not suitable for consideration under One Time Settlement
scheme, a new cause of action arose which did not exist at the time
of initiation of the writ petition as indicated above.

A copy of the communication dated 11th April, 2025 is annexed

hereto and marked as Annexure “P-20”.

24. The plaintiffs submit that from the communication exchanged

between the plaintiffs and the bank during the period September
2024 till 18th November, 2024, August 2024 till April 2025, it shall
appear that there were several offers and counter offers exchanged in
between the parties which ultimately ended up in an agreed amount
which the plaintiffs agreed to pay to the defendant bank and to which
the defendant bank had expressly conveyed its acquiescence and
acceptance in no unclear term. On the face of such communication, it
shall be apparent that there was a consensus ad idem in between the
parties which resulted in a concluded agreement and/or contract in
between the parties supported by exchange of consideration. The
plaintiffs submit that in such view of the matter, there arose a
concluded contract from which no departure was permissible since
the defendant bank not only accepted the same but has also acted
upon it inasmuch as an initial amount in lieu of such offer was
accepted by the bank. The plaintiffs further submit that the
acceptance of the defendant bank in this regard is manifest from their
written communications exchanged in between the parties and was
further reflected from their conduct inasmuch as they had invited the
plaintiffs to pay and deposit a substantial amount on the pretext of
concluded the One Time Settlement offer.
 16

25. In such view thereof, the subsequent communication dated 11 th

April, 2025 which was issued by the bank during pendency of the writ
petition as indicated above, is absolutely illegal, misconceived and is
a nullity in the eye of law. After having concluded the settlement as
described above, the defendant bank could not have revoked and/or
altered their position to the detriment of the plaintiffs company.

26. The cause of action for filing the instant suit arose first on 14 th
October, 2019 when the OTS offer letter was first issued in favour of
the plaintiffs company and thereafter on several occasions and dates
as indicated above when the defendant bank had proceeded to
accept the offer of the plaintiffs and lastly on 11 th April, 2025 when
the bank communicated that the proposal has not been found
suitable for considering under the One Time Settlement scheme of
the bank. The cause of action arose within the territorial jurisdiction of
this learned Court since the head office of the plaintiffs company is
situated under Police Station- Kotwali and the initial credit facility and
the subsequent communications in connection thereto was
exchanged by the defendant bank through their branch at Jalpaiguri.

27. For the purpose of Court fees and jurisdiction, the instant suit is
valued at Rs. 2 lakhs as plaintiffs’ own valuation within the meaning
of Section 7(4)(c) of the West Bengal Court Fees Act, 1971 and ad
valorem Court fees upon such valuation has been paid by the
plaintiffs. The plaintiffs, therefore, claim for:-

(i) A decree for declaration that the One Time Settlement offer
agreed and settled in between the plaintiffs company and the
defendant bank for an amount of Rs. 2.26 crores has attained finality
resulting into a concluded contract.
 17

(ii) A decree for declaration that the One Time Settlement offer of
Rs. 2.26 crores is liable to be accepted and acted upon by the
defendant bank without any deviation therefrom.

(iii) A decree for declaration that the communication dated 11 th

April, 2025 issued by the defendant bank is illegal, misconceived and
void in the eye of law.

(iv) Permanent and temporary injunction restraining the bank from

giving any effect or further effect to the communication dated 11 th
April, 2025 and/or to take any further action or actions in pursuance
thereof.

(v) Permanent and temporary injunction restraining the defendant

bank from dealing with the mortgaged property as described in
Schedule-A to the plaint in any manner whatsoever and/or to change
the nature, character and possession of the same till disposal of the
present suit.

(vi) Ad interim orders in terms of prayer (v) above.