Commercial Suit

 

IN THE COURT OF THE LEARNED COMMERCIAL COURT AT KOLKATA
[COURT HAVING TERRITORIAL AND PECUNIARY JURISDICTION]

COMMERCIAL SUIT NO. ______ OF 2026

IN THE MATTER OF:

M/s. SUSTAINABLE GREEN INITIATIVE PRIVATE LIMITED,
a Company duly incorporated under the provisions of the Companies Act, 2013,
bearing CIN No. U02000WB2022PTC253934,
having its registered office at P-41, Princep Street,
2nd Floor, Room No. 213, Kolkata – 700072,
West Bengal,
represented through its duly authorised Director/Authorised Representative,
[NAME], duly authorised by Board Resolution dated ________.

... PLAINTIFF

VERSUS

1.      M/s. NAVCHETNA AGRO CENTER PRODUCER COMPANY LIMITED,
a Producer Company incorporated under the applicable provisions of law,
having its office at House No. 233, Bitthalapur Sikhar,
Mirzapur – 231306, Uttar Pradesh.

... DEFENDANT NO. 1

2.      MR. MUKESH KUMAR PANDEY,
Chief Executive Officer,
M/s. Navchetna Agro Center Producer Company Limited,
House No. 233, Bitthalapur Sikhar,
Mirzapur – 231306, Uttar Pradesh.

... DEFENDANT NO. 2

3.      MR. UMESH CHANDRA PANDEY,
Director, DIN: 08321860,
M/s. Navchetna Agro Center Producer Company Limited,
House No. 233, Bitthalapur Sikhar,
Mirzapur – 231306, Uttar Pradesh.

... DEFENDANT NO. 3

4.      MR. RAJNI KANT PANDEY,
Director, DIN: 08321873,
M/s. Navchetna Agro Center Producer Company Limited,
House No. 233, Bitthalapur Sikhar,
Mirzapur – 231306, Uttar Pradesh.

... DEFENDANT NO. 4

5.      MR. AKHILESH KUMAR TRIPATHI,
Director, DIN: 08344648,
M/s. Navchetna Agro Center Producer Company Limited,
House No. 233, Bitthalapur Sikhar,
Mirzapur – 231306, Uttar Pradesh.

... DEFENDANT NO. 5

6.      MR. TUSHAR PANDEY,
Director, DIN: 08891335,
M/s. Navchetna Agro Center Producer Company Limited,
House No. 233, Bitthalapur Sikhar,
Mirzapur – 231306, Uttar Pradesh.

... DEFENDANT NO. 6

7.      MS. ANJU SHUKLA,
Director, DIN: 09168700,
M/s. Navchetna Agro Center Producer Company Limited,
House No. 233, Bitthalapur Sikhar,
Mirzapur – 231306, Uttar Pradesh.

... DEFENDANT NO. 7

8.      MR. VISHAL KUMAR PANDEY,
Director, DIN: 10320794,
M/s. Navchetna Agro Center Producer Company Limited,
House No. 233, Bitthalapur Sikhar,
Mirzapur – 231306, Uttar Pradesh.

... DEFENDANT NO. 8

SUIT FOR:

(a) recovery of a sum of Rs.13,20,00,000/- (Rupees Thirteen Crores Twenty Lakhs only);

(b) interest at the rate of 18% per annum from the respective dates of breach/default and/or dates on which the amounts became due and payable until full and final realisation;

(c) in the alternative, restitution/recovery of the proportionate misutilised project funds quantified presently at Rs.11,66,11,070/-;

(d) damages and compensation for contractual breaches, non-performance, failure of plantation survival, replantation and remediation expenditure and allied losses;

(e) rendition of true and complete accounts in respect of all amounts received, utilised, disbursed and/or retained by the Defendants in connection with the project;

(f) production and delivery of all project-related records, books of accounts, vouchers, invoices, MIS reports, geo-tagging records, TraceX/Krystal database records, photographs, plantation registers, wage records, statutory challans, bank records and other documents;

(g) permanent injunction restraining the Defendants from destroying, altering, suppressing, transferring or otherwise tampering with the project records and evidence;

(h) costs of the suit; and

(i) such further or other reliefs as this Learned Court may deem fit and proper.

MOST RESPECTFULLY SHEWETH:

1.      That the Plaintiff, M/s. Sustainable Green Initiative Private Limited, is a Company duly incorporated under the provisions of the Companies Act, 2013, bearing CIN No. U02000WB2022PTC253934 and having its registered office at P-41, Princep Street, 2nd Floor, Room No. 213, Kolkata – 700072, West Bengal. The Plaintiff is engaged, inter alia, in sustainable agriculture, plantation development, environmental conservation, ecological restoration, rural livelihood enhancement and community development projects.

2.      That the Plaintiff has been carrying on its activities through professionally structured projects involving plantation, environmental restoration, ecological development and allied rural livelihood initiatives and has acquired substantial goodwill and reputation in the said field.

3.      That Defendant No.1 represented before the Plaintiff that it possessed adequate infrastructure, manpower, field personnel, local network, technical expertise, administrative support and operational capability to undertake large-scale plantation and allied developmental activities.

4.      That acting upon the representations, assurances and commitments of Defendant No.1 and its responsible officers, the Plaintiff entered into a Memorandum of Understanding dated 01.06.2022 with Defendant No.1.

5.      That subsequently, in view of further expansion and continuation of the project, the parties entered into Addendums dated 01.09.2022 and 01.01.2024.

6.      That the aforesaid contractual documents collectively constituted the contractual framework governing the relationship between the Plaintiff and Defendant No.1 and prescribed, inter alia, the scope of plantation activities, project timelines, survival benchmarks, reporting requirements, operational responsibilities, financial accountability, reimbursement mechanism, maintenance obligations and other conditions.

7.      That under the said contractual arrangement, Defendant No.1 undertook to execute plantation and allied developmental activities strictly in accordance with the agreed specifications, technical requirements, SOPs, timelines and survival benchmarks.

8.      That the contractual obligations of Defendant No.1 included, inter alia, proper plantation, pit preparation, transportation, watering, irrigation, application of vermicompost/manure, fencing, maintenance, protection, monitoring, farmer coordination, gap-filling, replantation, reporting, maintenance of records and ensuring the prescribed survival percentage.

9.      That the Plaintiff, in performance of its reciprocal obligations and in furtherance of the project, released substantial amounts to Defendant No.1 towards management fees, plantation expenses, project execution costs, transportation, manpower, wages, infrastructure, operational expenses, mobilisation and other approved project-related expenditure.

10.  That the Plaintiff's records disclose payment towards management fees amounting to Rs.1,61,97,596/- during the relevant period.

11.  That the Plaintiff further deployed substantial sums towards the Plantation Project Account, including reimbursement and advances for plantation work and operational expenditure.

12.  That after eliminating inter-ledger duplication, the aggregate amount paid, reimbursed and entrusted by the Plaintiff to Defendant No.1 for the project was approximately Rs.13,71,89,494/-, excluding the independent economic value and cost of saplings separately supplied by the Plaintiff.

13.  That the said deployment was made upon the express contractual understanding that Defendant No.1 would properly utilise the funds solely for the designated project purposes and would maintain complete transparency and documentary accountability. The Plaintiff's demand notice records the aggregate deployment and the corresponding contractual obligations.

14.  That Defendant No.1 was further required to maintain proper accounts, vouchers, invoices, wage records, attendance registers, plantation records, utilisation statements and supporting documents and to furnish the same to the Plaintiff for verification and audit.

15.  That Defendant No.1 was also required to furnish regular MIS reports, geo-tagging records, plantation data, photographs and other material necessary for verification and monitoring of the project.

16.  That under the contractual arrangement, Defendant No.1 was required, wherever applicable, to act as a “pure agent” of the Plaintiff in relation to pass-through/reimbursable expenses and to utilise the amounts strictly for the designated purposes.

17.  That despite receipt of substantial amounts, Defendant No.1 failed and neglected to maintain and furnish proper utilisation records, supporting vouchers, invoices, labour payment records and project completion reports.

18.  That upon internal verification, audit, field inspection and reconciliation, the Plaintiff discovered serious discrepancies between the activities claimed by Defendant No.1 and the actual status of implementation.

19.  That several activities claimed by Defendant No.1 were found to be incomplete, deficient, improperly executed, unsupported by contemporaneous records and/or not executed at all despite receipt of substantial amounts.

20.  That the Plaintiff further discovered serious deficiencies in the actual plantation survival rate.

21.  That under the original MOU and subsequent contractual arrangements, survival of plantation constituted an essential and material obligation of Defendant No.1. The minimum survival benchmark under the January 2024 Addendum was 85%, while higher contractual expectations were applicable under the earlier arrangement wherever stipulated.

22.  That the Plaintiff's field verification and assessment disclosed an extremely high rate of plantation failure/mortality.

23.  That approximately 67 lakh plantation interventions, including original plantation and replantation, were undertaken within the scope of the project, whereas the presently estimated surviving plants are approximately 10 lakh, leaving an estimated failure/non-survival of approximately 57 lakh plants.

24.  That notwithstanding the aforesaid actual field position, the Plaintiff has adopted a highly conservative figure of approximately 35 lakh failed saplings for the purpose of the present quantified claim, without prejudice to its right to rely upon the higher actual mortality revealed by further technical verification and audit.

25.  That the failure of the plantation project was not attributable to any isolated or unforeseeable circumstance but resulted from repeated and systemic failures in implementation, maintenance, monitoring and protection.

26.  That Defendant No.1 failed to maintain the prescribed pit dimensions and failed to ensure proper pit preparation necessary for healthy root development and survival.

27.  That Defendant No.1 further failed to ensure adequate watering and irrigation arrangements during the critical post-plantation period.

28.  That Defendant No.1 failed to furnish credible records establishing proper and adequate application of vermicompost, manure and other prescribed soil-conditioning inputs.

29.  That Defendant No.1 also failed to undertake adequate post-plantation maintenance, monitoring, supervision and survival-support activities.

30.  That the Plaintiff had supplied fencing materials for protection of the plantation areas, yet a substantial portion of the said materials remained unutilised. The Plaintiff's contemporaneous material records that more than 80% of the fencing material remained unutilised.

31.  That the failure to install adequate fencing and protection exposed the plantation to grazing animals, trespass and other foreseeable damage and constituted a material failure in the performance of the contractual obligations.

32.  That Defendant No.1 failed to furnish adequate inventory records, site-wise consumption statements, installation records, geo-tagged photographs, fencing completion reports and other documents establishing proper utilisation of the fencing material.

33.  That Defendant No.1 also failed to maintain the prescribed species mix and failed to comply with the agreed operational standards.

34.  That the cumulative effect of inadequate pit preparation, deficient watering and irrigation, inadequate soil conditioning, lack of maintenance and protection, and failure of monitoring resulted in widespread plantation mortality.

35.  That Defendant No.1 has subsequently attempted to attribute the plantation failure to alleged deficiencies in the quality of saplings supplied by the Plaintiff.

36.  That the aforesaid allegation is false, belated and unsupported by contemporaneous records. During the subsistence of the project, Defendant No.1 did not produce any contemporaneous rejection notice, quality complaint, inspection report or written protest demonstrating rejection of the saplings on account of alleged defective quality. The Plaintiff has specifically recorded this position in its Rejoinder.

37.  That Defendant No.1 accepted, transported and planted the saplings, continued the project and submitted progress and reimbursement claims without raising any contemporaneous written objection regarding the alleged quality of the saplings.

38.  That the subsequent attempt to attribute approximately 85% plantation mortality to alleged sapling quality is therefore an afterthought and an attempt to evade contractual responsibility.

39.  That Defendant No.1 further failed to achieve the targeted plantation quantities within the agreed timelines and failed to undertake adequate gap-filling and corrective plantation activities.

40.  That repeated opportunities and extensions were granted by the Plaintiff in good faith, but Defendant No.1 failed to take effective corrective measures.

41.  That Defendant No.1 also failed to furnish contractual deliverables, reports and compliance documentation within the agreed timelines.

42.  That Defendant No.1 repeatedly delayed and/or furnished incomplete MIS reports.

43.  That under Clause 1(d) of the January 2024 Addendum, Defendant No.1 was required to update the TraceX Application and Krystal Database Management System on a weekly basis with accurate plantation data, but failed to discharge the said obligation.

44.  That Defendant No.1 failed to furnish complete and reliable geo-tagging records, plantation coordinates, mapping data and site-specific information.

45.  That Defendant No.1 also failed to furnish adequate date- and time-stamped photographs evidencing plantation, maintenance and survival.

46.  That the invoices and reimbursement claims submitted by Defendant No.1 were frequently incomplete and unsupported by adequate vouchers and documentary materials.

47.  That Defendant No.1 further failed to furnish adequate proof regarding payment of salaries, wages and statutory dues including PF, ESIC and Professional Tax despite claiming reimbursement towards such expenditure.

48.  That the Plaintiff had reimbursed and advanced amounts towards labour and manpower expenditure, but Defendant No.1 failed to establish proper disbursement of the corresponding sums to its workers and field personnel.

49.  That significantly, by email dated 12.11.2025 and corresponding ledger entry dated 14.11.2025, the Plaintiff recorded that against a reimbursement amount of Rs.5,11,621/-, only Rs.4,42,192/- was released and Rs.69,429/- was withheld on account of Defendant No.1's failure to pay its personnel. The said contemporaneous record evidences that financial irregularities had been detected by the Plaintiff during the subsistence of the project.

50.  That Defendant No.1's failure to properly account for labour-related reimbursements and other project funds caused serious prejudice to the Plaintiff and constituted breach of the contractual obligation to utilise entrusted funds strictly for designated purposes.

51.  That Defendant No.1 repeatedly submitted invoices, declarations, undertakings and reimbursement claims representing that salaries, wages and statutory obligations had been duly discharged.

52.  That subsequent verification revealed that several such claims were unsupported, incomplete, inflated and/or incapable of satisfactory verification.

53.  That Defendant No.1's aforesaid conduct constituted material breach of the contractual obligations relating to financial transparency, accounting, utilisation and reporting.

54.  That the Plaintiff repeatedly called upon Defendant No.1 to explain the discrepancies, furnish records, rectify defaults and take corrective action.

55.  That on 05.01.2026, Defendant No.1 proposed supply of approximately 4 lakh Teak and Custard Apple plants between July 2026 and September 2026 together with vermicompost for approximately 8 lakh plants.

56.  That the said proposal was wholly inadequate to remedy the substantial plantation shortfall and did not address the systemic deficiencies in execution, maintenance, reporting and financial accountability.

57.  That thereafter, on 30.01.2026, the Plaintiff issued a detailed Show Cause Notice calling upon Defendant No.1 to explain the plantation shortfall, performance deficiencies, reporting failures and other contractual breaches.

58.  That the Plaintiff further called upon Defendant No.1 to submit a quantified corrective action proposal and granted an opportunity to remedy the defaults.

59.  That upon failure of Defendant No.1 to furnish a satisfactory explanation and corrective proposal, the Plaintiff issued a further communication dated 07.02.2026 recording continuation of suspension and proposed termination of the contractual arrangement.

60.  That the aforesaid contemporaneous communications demonstrate that the Plaintiff did not acquiesce in or waive the defaults of Defendant No.1, but consistently exercised its contractual rights and afforded Defendant No.1 repeated opportunities to cure the breaches.

61.  That thereafter the Plaintiff caused a detailed Legal Demand Notice dated 21.05.2026 to be issued calling upon the Defendants to pay the quantified amount of Rs.13,20,00,000/- together with interest at 18% per annum.

62.  That the Legal Demand Notice also required Defendant No.1 to preserve and produce the complete project records, including plantation registers, geo-tagged data, TraceX/Krystal records, MIS reports, photographs, attendance and wage registers, PF/ESIC/PT challans, vendor bills, vouchers, bank payment proofs and survival/mortality records.

63.  That instead of satisfying the Plaintiff's legitimate demands and furnishing the requisite records, Defendant No.1 issued a Reply-Cum-Legal Notice dated 01.06.2026 raising allegations and a purported counterclaim of Rs.20,00,00,000/-.

64.  That the Plaintiff, through its Advocate, issued a detailed Rejoinder Reply-cum-Legal Notice dated 29.06.2026 denying the allegations and reiterating the Plaintiff's claims.

65.  That the Plaintiff specifically pointed out that Defendant No.1 had failed to furnish authenticated survival audits, plantation inventories, geo-tagged verification records, independent assessments, survival certificates, farmer-wise survival data or other credible material capable of rebutting the Plaintiff's field assessment.

66.  That the purported counterclaim of Rs.20,00,00,000/- raised by Defendant No.1 is wholly speculative, unsupported and legally untenable and is liable to be rejected.

67.  That the Plaintiff's cause of action has arisen from the contractual breaches and wrongful acts of Defendant No.1, including failure to achieve contractual survival benchmarks, failure to maintain the plantation, failure to furnish records, failure to properly utilise and account for project funds, failure to comply with SOPs and failure to remedy the defaults despite repeated opportunities.

68.  That the aforesaid breaches constitute violations of the contractual obligations and give rise to a claim for compensation, restitution and damages under the applicable provisions of the Indian Contract Act, 1872, including Sections 37, 39, 40, 51, 73, 74 and 75, as applicable to the contractual terms and reliefs claimed.

69.  That Section 37 of the Indian Contract Act requires parties to perform their respective contractual promises, which Defendant No.1 failed to do.

70.  That the persistent refusal and failure of Defendant No.1 to perform its essential contractual obligations constitute a repudiatory/material breach attracting the consequences contemplated under Section 39 of the Indian Contract Act, 1872.

71.  That by reason of the aforesaid breaches, the Plaintiff is entitled to recover such loss and damage as naturally arose in the usual course of things from the breaches or was within the reasonable contemplation of the parties at the time of entering into the contracts.

72.  That the Plaintiff has suffered substantial loss on account of the failure of plantation survival, expenditure required for replacement and corrective plantation, gap-filling, post-plantation maintenance, technical verification, audit, supervision and remediation.

73.  That the Plaintiff has presently and conservatively quantified its claim at Rs.13,20,00,000/-, without prejudice to its right to seek enhancement upon completion of forensic audit, technical verification, environmental assessment and reconciliation.

74.  That the present claim is structured as follows:

A. COST OF REPLACEMENT SAPLINGS:
35,00,000 failed saplings × Rs.12/- per sapling = Rs.4,20,00,000/-.

B. REPLANTATION, GAP-FILLING, POST-PLANTATION MAINTENANCE, SURVIVAL SUPPORT AND CORRECTIVE PLANTATION:
35,00,000 saplings × Rs.20/- per sapling = Rs.7,00,00,000/-.

C. FORENSIC AUDIT, EXPERT VALUATION, FIELD VERIFICATION, QUALITY CONTROL, SUPERVISION AND REMEDIATION = Rs.2,00,00,000/-.

TOTAL = Rs.13,20,00,000/-.

The aforesaid computation is expressly supported by the Plaintiff's prior demand notice and Rejoinder.

75.  That the Plaintiff further claims, in the alternative and strictly not in addition to the aforesaid Heads A and B, restitution/recovery of an estimated Rs.11,66,11,070/- representing the proportionate amount attributable to failed/dead plantation out of the project funds deployed by the Plaintiff.

76.  That the alternative restitution claim is based upon the project deployment of approximately Rs.13,71,89,494/- and the estimated mortality/failure of plantation. The said alternative head is expressly pleaded so as to avoid double recovery.

77.  That the Plaintiff does not seek double recovery and shall accept only such amount as may ultimately be adjudged legally recoverable under the respective heads.

78.  That the Plaintiff is further entitled to interest at the rate of 18% per annum from the respective dates of breach/default and/or dates on which the amounts became due and payable until full realisation, or at such other rate as this Learned Court may deem fit and proper.

79.  That the claim for interest is founded upon the contractual and commercial nature of the transactions, the prolonged withholding/misutilisation of the Plaintiff's funds, the continuing financial prejudice suffered by the Plaintiff and the express demand for interest made prior to institution of the present proceedings.

80.  That the Plaintiff further reserves its right to seek additional damages, costs and consequential reliefs upon production of further records and completion of forensic audit, subject to the leave of this Learned Court and applicable procedural law.

81.  That the Plaintiff has repeatedly demanded production and preservation of records, but the Defendants have failed to furnish complete and satisfactory records.

82.  That the Defendants are therefore liable to render true and complete accounts of all amounts received, utilised, transferred, disbursed and/or retained in connection with the project.

83.  That the Defendants are further liable to produce all original and electronic records relating to the project, including books of account, invoices, vouchers, bank statements, attendance records, wage registers, statutory challans, plantation registers, MIS reports, geo-tagging records, TraceX/Krystal database extracts, photographs, survival records, vendor records and correspondence.

84.  That the failure to preserve and produce such material records, despite repeated demands, warrants appropriate directions for preservation, disclosure and production in accordance with the applicable provisions governing commercial suits.

85.  That Defendant Nos.2 to 8 have been impleaded in view of the specific allegations regarding their involvement in the management, negotiation, execution, administration, certification and operation of the project and the allegations concerning their personal acts and conduct.

86.  That the Plaintiff respectfully submits that the liability of the individual Defendants is not founded merely upon their status as directors or officers, but upon their alleged individual participation, representations, certifications, authentication of project records, control over project operations and acts/omissions contributing to the losses complained of.

87.  That the Plaintiff shall place on record the documentary material establishing the specific role and participation of each individual Defendant at the appropriate stage.

88.  That the Plaintiff further reserves its right to seek appropriate relief in respect of fraudulent conduct, misrepresentation, dishonest diversion/misutilisation of entrusted funds and other unlawful acts, subject to the evidence that may emerge from disclosure, inspection, audit and trial.

89.  That the Plaintiff's claims are also supported by the principle that a contracting party cannot accept the benefits of the contractual arrangement and thereafter approbate and reprobate by denying the corresponding obligations after substantial performance and receipt of contractual benefits.

90.  That Defendant No.1 voluntarily accepted the project, accepted the contractual responsibilities, received substantial reimbursements and management fees, participated in the project for several years and submitted claims under the contractual mechanism. It cannot now selectively disown the obligations forming the very basis upon which such payments were released. The Plaintiff has expressly raised this position in its Rejoinder.

91.  That the purported counterclaim of Rs.20,00,00,000/- is liable to be rejected, inter alia, because Defendant No.1 has not furnished audited accounts, damage assessment, expert valuation, causal analysis or documentary evidence establishing either the fact or quantum of the alleged loss.

92.  That the alleged losses claimed by Defendant No.1, insofar as they are remote, speculative, contingent or unsupported by evidence, are not recoverable merely by making an assertion and are liable to be tested strictly in accordance with Section 73 of the Indian Contract Act.

93.  That the Plaintiff's Legal Demand Notice dated 21.05.2026 was duly issued upon the Defendants and called upon them to satisfy the interim quantified claim of Rs.13,20,00,000/- together with interest at 18% per annum.

94.  That the Defendants failed and neglected to comply with the said demand.

95.  That thereafter the Plaintiff issued its detailed Rejoinder Reply-cum-Legal Notice dated 29.06.2026, reiterating its claims and calling upon Defendant No.1 to produce records, reconcile accounts and remedy the contractual breaches.

96.  That despite the aforesaid notices and opportunities, the Defendants have failed to make payment, furnish complete accounts or remedy the breaches.

97.  That the cause of action for the present suit first arose on the dates on which the Defendants committed the respective contractual breaches and further arose on the dates when the Plaintiff discovered the material discrepancies, plantation failure, financial irregularities and failure of performance, and continued to arise upon the issuance and non-compliance with the notices dated 21.05.2026 and 29.06.2026.

98.  That the cause of action is continuing in respect of the Defendants' continuing failure to account for, preserve and produce the project records and to make good the losses caused by their breaches.

99.  That the present suit is within the period of limitation, the Plaintiff reserving its right to rely upon the dates of acknowledgment, continuing breach, subsequent discovery of discrepancies and other legally permissible grounds for computation and exclusion of limitation.

100.                      That the present dispute is a commercial dispute within the meaning of the Commercial Courts Act, 2015, arising out of written commercial agreements and transactions between commercial entities and involving a claim exceeding the specified pecuniary jurisdiction of the Commercial Court.

101.                      That [THE PLAINTIFF HAS COMPLIED WITH THE REQUIREMENTS OF SECTION 12A OF THE COMMERCIAL COURTS ACT, 2015 BY INITIATING PRE-INSTITUTION MEDIATION / THE PLAINTIFF SHALL PLEAD THE APPLICABLE EXEMPTION ON THE GROUND OF URGENT INTERIM RELIEF, IF FACTUALLY AND LEGALLY MAINTAINABLE].

102.                      That this Learned Court has territorial jurisdiction to entertain and try the present suit because [INSERT THE SPECIFIC CONTRACTUAL JURISDICTION CLAUSE / PLACE OF EXECUTION / PLACE OF PAYMENT / PLACE WHERE SUBSTANTIAL CAUSE OF ACTION AROSE / OTHER VALID JURISDICTIONAL FACTS AFTER VERIFICATION OF THE MOUs AND ADDENDUMS].

103.                      That the Plaintiff's registered office is situated at Kolkata. However, the Plaintiff does not rely merely upon the location of its registered office to confer jurisdiction and shall establish territorial jurisdiction on the basis of the contractual jurisdiction clause and/or the legally recognised part of the cause of action arising within the territorial jurisdiction of this Learned Court.

104.                      That [IF THE CONTRACTS CONTAIN AN EXCLUSIVE JURISDICTION CLAUSE IN FAVOUR OF KOLKATA, THE SAME MAY BE SPECIFICALLY PLEADED HERE].

105.                      That the Plaintiff states that there is no waiver, abandonment or acquiescence on its part in respect of any of the breaches committed by the Defendants.

106.                      That all approvals and payments made by the Plaintiff during the subsistence of the project were based upon the information, records, certifications, MIS reports, reimbursement claims, plantation records and representations furnished by Defendant No.1 and its representatives.

107.                      That any provisional approval or release of payment based upon representations subsequently discovered to be inaccurate, incomplete or misleading cannot amount to waiver of the Plaintiff's rights arising from the underlying breach.

108.                      That the Plaintiff acted promptly upon discovery of discrepancies and had already withheld Rs.69,429/- from a reimbursement on account of labour-payment irregularities and thereafter issued the Show Cause Notice dated 30.01.2026 and communication dated 07.02.2026.

109.                      That the Plaintiff has acted bona fide and has afforded the Defendants sufficient opportunity to explain, rectify and cure the defaults.

110.                      That the Defendants' failure to take corrective action has left the Plaintiff with no effective alternative remedy except to institute the present proceedings.

111.                      That the Plaintiff has not included the alternative restitution claim of Rs.11,66,11,070/- in addition to the principal claim of Rs.13,20,00,000/- and expressly undertakes that there shall be no double recovery.

112.                      That the Plaintiff is entitled to recover the aforesaid amount together with interest, costs and such further damages as may be adjudged by this Learned Court.

113.                      That the Plaintiff shall rely upon the following documents, inter alia:

(i) Certificate of Incorporation and constitutional documents of the Plaintiff;

(ii) Board Resolution/Authorisation in favour of the authorised representative;

(iii) Memorandum of Understanding dated 01.06.2022;

(iv) Addendum dated 01.09.2022;

(v) Addendum dated 01.01.2024;

(vi) relevant ledger accounts;

(vii) bank statements/payment records;

(viii) invoices and reimbursement records;

(ix) plantation and project records;

(x) field verification/survival assessment reports;

(xi) Show Cause Notice dated 30.01.2026;

(xii) communication dated 07.02.2026;

(xiii) Legal Demand Notice dated 21.05.2026;

(xiv) Reply-Cum-Legal Notice dated 01.06.2026 issued on behalf of Defendant No.1;

(xv) Rejoinder Reply-cum-Legal Notice dated 29.06.2026;

(xvi) email dated 12.11.2025;

(xvii) corresponding ledger entry dated 14.11.2025;

(xviii) MIS reports;

(xix) geo-tagging and TraceX/Krystal records;

(xx) photographs and field verification materials;

(xxi) correspondence exchanged between the parties;

(xxii) records relating to labour payments, PF, ESIC and Professional Tax;

(xxiii) expert/technical reports, upon availability;

(xxiv) forensic audit report, upon completion; and

(xxv) such other documents as may be produced with the leave of this Learned Court.

114.                      That the Plaintiff craves leave to produce additional documents discovered during disclosure, inspection, forensic audit, reconciliation and discovery, in accordance with law.

115.                      That the Plaintiff has valued the suit for the purposes of jurisdiction and court fees at Rs.13,20,00,000/- plus the applicable interest/other reliefs, subject to final valuation and payment of requisite court fees under the applicable law.

116.                      That the Plaintiff undertakes to pay any additional court fee, if found payable upon final adjudication or amendment/enhancement of the claim.

117.                      That no other suit seeking the same substantive reliefs has been filed by the Plaintiff before any competent Court, save and except such proceedings, if any, specifically disclosed herein.

118.                      That the Plaintiff reserves its right to initiate or pursue appropriate proceedings before other competent statutory/regulatory authorities in respect of acts which independently constitute statutory or criminal violations, without prejudice to the present civil/commercial claim.

119.                      That the Plaintiff is entitled to all reliefs claimed herein in law and equity.

PRAYER

In the premises aforesaid, the Plaintiff most respectfully prays that this Learned Court may graciously be pleased to:

a) PASS A DECREE in favour of the Plaintiff and against the Defendants for a sum of Rs.13,20,00,000/- (Rupees Thirteen Crores Twenty Lakhs only);

b) PASS A DECREE for interest at the rate of 18% per annum upon the aforesaid sum from the respective dates of breach/default and/or dates on which the respective amounts became due and payable until full and final realisation, or at such rate as this Learned Court may deem fit and proper;

c) IN THE ALTERNATIVE, and strictly without permitting double recovery, pass a decree for restitution/recovery of Rs.11,66,11,070/- representing the estimated proportionate amount attributable to failed/dead plantation and/or misutilised project funds;

d) PASS A DECREE for the cost of replacement saplings presently quantified at Rs.4,20,00,000/-;

e) PASS A DECREE for replantation, gap-filling, post-plantation maintenance, survival-support and corrective plantation presently quantified at Rs.7,00,00,000/-;

f) PASS A DECREE for forensic audit, expert technical/environmental valuation, independent field verification, survival assessment, supervision, quality control and remediation presently quantified at Rs.2,00,00,000/-;

g) DIRECT the Defendants to render true, complete and verified accounts of all monies received, utilised, transferred, disbursed and/or retained in relation to the project;

h) DIRECT the Defendants to produce and hand over all original and electronic project records, including books of account, invoices, vouchers, bank records, wage records, PF/ESIC/PT challans, plantation registers, MIS reports, geo-tagging data, TraceX/Krystal records, photographs, survival/mortality records, vendor records and correspondence;

i) PASS an order directing preservation of all physical and electronic records relating to the project and restraining the Defendants from destroying, altering, suppressing, transferring or tampering with the same;

j) PASS a decree for such additional damages as may be established upon forensic audit, expert assessment, technical verification and trial, subject to appropriate amendment/permission in accordance with law;

k) REJECT/DISMISS the purported counterclaim of Defendant No.1 for Rs.20,00,00,000/- as being false, speculative, remote, unsupported and legally unsustainable;

l) AWARD the Plaintiff the costs of the present suit including court fees, professional charges and other litigation expenses;

m) GRANT such other and further relief or reliefs as this Learned Court may deem fit and proper in the facts and circumstances of the case.

AND FOR THIS ACT OF KINDNESS THE PLAINTIFF AS IN DUTY BOUND SHALL EVER PRAY.

VERIFICATION

I, [NAME], son/daughter of ____________, aged about ___ years, presently residing at ____________, being the duly authorised representative of the Plaintiff Company, do hereby verify that the statements contained in paragraphs 1 to ___ are true to my knowledge derived from the records of the Plaintiff Company, those contained in paragraphs ___ to ___ are based upon information received and believed to be true, and the remaining submissions are based upon legal advice which I believe to be correct.

Verified at Kolkata on this ___ day of __________, 2026.

DEPONENT/PLAINTIFF'S AUTHORISED REPRESENTATIVE

AFFIDAVIT OF VERIFICATION

I, [NAME], the authorised representative of the Plaintiff Company, do hereby solemnly affirm and state that the statements made in the accompanying plaint are true and correct to my knowledge and belief, based upon the records maintained by the Plaintiff Company, and that no material fact has been knowingly concealed therefrom.

DEPONENT

LIST OF DOCUMENTS

1.      Certificate of Incorporation of the Plaintiff Company.

2.      Memorandum and Articles of Association.

3.      Board Resolution/Letter of Authority.

4.      MOU dated 01.06.2022.

5.      Addendum dated 01.09.2022.

6.      Addendum dated 01.01.2024.

7.      Relevant ledger accounts.

8.      Bank statements and payment proofs.

9.      Invoices and reimbursement claims.

10.  Plantation/project records.

11.  MIS reports.

12.  TraceX/Krystal records.

13.  Geo-tagging records.

14.  Photographs and field verification materials.

15.  Email dated 12.11.2025.

16.  Ledger entry dated 14.11.2025.

17.  Show Cause Notice dated 30.01.2026.

18.  Communication dated 07.02.2026.

19.  Legal Demand Notice dated 21.05.2026.

20.  Reply-Cum-Legal Notice dated 01.06.2026.

21.  Rejoinder Reply-cum-Legal Notice dated 29.06.2026.

22.  Expert/technical assessment reports.

23.  Forensic audit report, if available.

24.  Correspondence exchanged between the parties.

25.  Any other document necessary for adjudication of the suit.