1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION SUIT NO. 1116 OF 1992 1 Jahangir Mansion Co-Op. Hsg. Society Ltd. a duly registered Society under the Maharashtra Co-operative Societies Act, 1960, and having their office at Jehangir Mansion, Plot No. 518, H.R. Mahajani Marg, Matunga, Bombay-400 019. 2 S. Chidambaram, Indian Inhabitant, residing at Flat No.2A & B, Jehangir Mansion, Plot No. 518, H.R. Mahajani Marg, Matunga, Bombay-400 019. 3 Asim Kumar Sarma (Since deceased) 3-i) Smt. Shanta Chidambaram 3-ii) Suresh Chidambaram both Indian inhabitants of Bombay, residing at Flat No.1-A, Jehangir Mansion, Jehangir Mansion Co-op. Hsg. Society, Ltd., 518, H.R. Mahajani Marg, Bombay-400 019. 4 Dilipkumar Gupta S1116.92 2 (Since deceased through his L.Rs.) 4 (i) Ms. Lily Gupta, Widow of Dilip Kumar Gupta, Indian, presently residing at B-2, Shefali Bldg., I.C.S. Colony, Pune 411 007. 4(ii) Ms. Ratina Sen daughter of Dilip Kumar Gupta, Indian, residing at 1-1688, Chittaranjan Park, Kalkaji, New Delhi-110 019. 4(iii) Ms. Champa Roy, daughter of Dilip Kumar Gupta, Indian, residing at 72, Jodhpur Park, Calcatta-700 068. 4(iv) Ms.Dipa Banerjee, daughter of Dilip Kumar Gupta, Indian, residing at 2, Godavari Building, Harikripa C.H.S., Govandi Statation Road, Mumbai-400 088. 4(v) Ms.Rita Lal, daughter of Dilip Kumar Gupta, S1116.92 3 Indian, residing at – Ashirwad Building, 5th Avenue Besant Nagar Chennai 600 090. 4(vi) Ms. Manosh Bandopadhya, daughter of Dilip Kumar Gupta, Indian, residing at B-1, Shefali Building, I.C.S. Colony, Pune-400 007. 5 Mrs. Gool Shashidhar Bhat, Indian inhabitant, residing at Flat No. 3A, Jehangir Mansion, H.R. Mahajani Marg, Matunga, Bombay-400 019. 6 Ashok Shashidhar Bhat, Indian inhabitant, residing at Flat No. 3B, Jehangir Mansion, Plot No.518, H.R. Mahajani Marg, Matunga, Bombay-400 019. 7 Mrs. Vimalaben Jayant Doshi 7-A Alok Umesh Doshi of Mumbai, Indian Inhabitant, residing at Flat No.4-A, Jehangir Mansion, Jehangir Mansion S1116.92 4 Co-op. Hsg. Society Ltd., 518 H.R. Mahajani Marg, Matunga, Bombay-400 019. 8 Mrs. Meena Umesh Doshi o Indian Inhabitant, residing at Flat No.4-B, Jehangir Mansion, Jehangir Mansion Co-op. Hsg. Society Ltd., 518 H.R. Mahajani Marg, Matunga, Bombay-400 019. 9 Bhikalal Nathalal Parekh (Since deceased) 9-A) Mrs. Jasmina Bhikalal Parekh, Widow of Bhikalal Nathalal Parekh, Indian, Residing at Flat No.5-B, Jehangir Mansion, Jehangir Mansion Co-op. Hsg. Society Ltd., 518 H.R. Mahajani Marg, Matunga, Bombay-400 019. 10 Kailash Bhikalal Parekh, Indian Inhabitant, residing at Flat No.5-A, Jehangir Mansion, H.R. Mahajani Marg, Matunga, Bombay-400 019. S1116.92 5 11 Mrs. Nargis Phiroze Chinoy, Indian Inhabitant, residing at Flat No.6-B, Jehangir Mansion, 518 H.R. Mahajani Marg, Matunga, Bombay-400 019. 12 Khushroo Phiroze Chinoy, 12(i) Mrs. Ruby Khushroo Chinoy, Widow of Khushroo Phiroze Chinoy. 12(ii)Burges Khushroo Chinoy 12(iii)Ms. Rizeena Khushroo Chinoy (Minor) through her mother and natural guardian. 13. Jayant Keshavlal Doshi. 13-A)Umesh Jayant Doshi of Bombay Indian Inhabitant, residing at Flat No.4-B, Jehangir Mansion, Jehangir Mansion Co-op. Hsg. Society Ltd., 518 H.R. Mahajani Marg, Matunga, Bombay-400 019. ...Plaintiffs. Versus S1116.92 6 1 Keki Jehangir Chinoy (Since deceased) 1-A) Malcolm Keki Chinoy, Son of Keki Jehangir Chinoy, Indian, Residing at 16 Cobden Road, South Narwood SE 25, London. 2 Harish Thakordas Mehta, Indian inhabitant, Residing at Flat No.7, Jahangir Mansion, Plot No.518, H.R. Mahajani Marg, Matunga, Bombay-400 019. 3 Mrs. Tarla Harish Mehta, Indian inhabitant, Residing at Flat No.7, Plot No.518, H.R. Mahajani Marg, Matunga, Bombay-400 019. 4 Mrs. Ranjan Rasiklal Shah, Indian Inhabitant, residing at 57/7, Sewree, Wadala Road, 100 Mangala Third Floor, Bombay 400031. 5 Shriniwas Sunder Shetty, of Bombay, Indian inhabitant residing S1116.92 7 at Bharat Niwas, Opp. Hare Park, Paramar Guruji Marg, Parel, Mumbai-400 012. ...Defendants. Mr. K.T. Vergese for the Plaintiffs. Mr. Denzil D’Mello for Defendant Nos. 4 and 5. Mr. S.G. Gokhale for the Defendant Nos. 2 and 3. CORAM :- ANOOP V. MOHTA, J. DATE OF RESERVING THE JUDGMENT :- 10th SEPTEMBER,2009 DATE OF PRONOUNCING THE JUDGMENT:- 4th DECEMBER,2009 JUDGMENT:- 1 The suit is for specific performance filed by the plaintiffs. 2 The basic events, as averred, are as under:- 1 On 12/03/1941, a lease for 999 years from Municipal Corporation of the City of Bombay in favour of Jehangir Hormasji Chinoy, in respect of the suit property. 2 On 25/01/1978, deceased defendant No.1 sent a note to the tenants/ Plaintiff Nos. 2 to 3 calling a meeting on 28.01.1978. On that day, meeting held in Flat No.5, deceased defendant No.1 offered to the meeting to form a Co-operative Housing Society and take over S1116.92 8 the remainder of the lease. Plaintiff Nos. 2, 13 (deceased) and deceased defendant No.1 were elected promoters of the society. 3 On 18/06/1978, 12 applications for membership of Society signed and delivered to deceased defendant No.1. 4 On 29/06/1978, form “A” for registration of Co-operative Housing Society signed and given to deceased defendant No.1. 5 On 13/07/1978, Jehangir Mansion Co-operative Housing Society Ltd., registered as registration No. 1300/HSG/5525 of 1978. 6 On 14/07/1978, an agreement for assigning remainder of the lease of deceased defendant No.1 to the Jehangir Mansion Co- operative Housing Society Ltd., executed; Rs.83,000-00 deposited in A/c No. 2729, Bank of Maharashtra Kings Circle Branch. The total amount of Rs.99,500/- was deposited in the joint name of promoters. The deceased withdraw 50% of the same. The balance was payable to the deceased on completion of assignment. 7 On 08/08/1978, supplemental agreement between deceased defendant No.1 and S.H. Bhat (deceased) in respect of flat No.3. Plaintiff Nos. 5 and 6 are the L.Rs. of deceased S.H. Bhat. There was no time limit fixed. S1116.92 9 8 On 11/08/1978, 1st General Body Meeting of Jehangir Mansion CHS Ltd., held. The Bye-laws of the society were adopted. 9 On 18/08/1978, the share certificates of Jehangir Mansion CHS Ltd., issued to the members including deceased defendant No.1. 10 On 04/12/1978, the Municipal Corporation of Mumbai issued to deceased defendant No.1 a Commissioner’s licence and a consent to the assignment to (1) S. Chidambaram (2) Jayant Keshavlal Doshi and (3) Keki Jehangir Chinoy, the promoters of Jehangir Mansion Co- operative Housing Society Ltd. 11 On 11/06/1979, Advocate H.B. Gandhi’s letter to Plaintiff No.1 regarding draft deed of assignment sent by Harakschand & Co. 12 On 11/10/1979, letter from H.B. Gandhi to Plaintiff No.1 with a draft deed of Assignment. 13 On 18/01/1980, an Agreement between deceased defendant No.1 and defendant No.2. The suits between them settled. Defendant No.2 declared tenant in respect of flat No.7. The standard rent fixed. The staircase room, terrace attached to Flat No.7; rights under agreement dated 14/07/1978 and share rights, title and interest of deceased defendant No.1 in Jehangir Mansion CHS Ltd., agreed to be S1116.92 10 transferred. Defendant No.2 steps into the shoes of Defendant No.1. The power of attorney to act also in favour of Defendant No.2 by Defendant No.1. 14 Defendant No.2 obtained B.M.C. permission to utilize the F.S.I. and built two duplex flats. 15 On 31/03/1982, an agreement between defendant No.2 and defendant No.4 to develop two duplex flats at her own costs, subject to agreement dated 14/07/1978 (20A) 16/08/1986; the consent/ compromise agreement. 16 On 02/12/1986, Advocate of defendant No.4 called upon defendant No.2 to arrange defendant No.4 to be taken as per member of plaintiff No.1. 17 On 20/12/1986, advocate of defendant No.4 wrote to plaintiff no.1 for application form for membership. 18 On 29/12/1986, defendant No.2 writes to Plaintiff No.1 not to entertain the requests of defendant No.4. 19 On 31/12/1986, defendant No.4 applied for membership of plaintiff No.1. 20 09/01/1987, a letter from defendant No.4 to plaintiff. S1116.92 11 21 On 21/11/1988, original defendant No.1 assignment to Defendant nos. 3 and 4. They steps into the shoes of defendant No.1 under agreement dated 14/07/1978, to them. 22 On 14/02/1990, an advocate of defendant Nos. 2 and 3 calls upon the promoter of Jahangir Mansion CHS Ltd., to have assignment within 15 days. This was termination notice of the agreement dated 14/07/1978. 23 On 01/03/1990, plaintiffs’ advocate wrote to the advocate of defendant Nos. 2 and 3 to furnish copies of documents dated 18/01/1980, 21/11/1988 and 12/02/1941. 24 On 30/08/1991, a letter from plaintiff No.1 to deceased defendant no.1 and defendant no.2 to complete the assignment in their favour of the suit property. 25 On 17/02/1992, a reply from the advocate of defendant 2 and deceased defendant no.1. 26 In 1992, the suit filed within three years from the date of refusal. 27 Defendant No.2 got standard rent in respect of flat No.7 fixed in RAN Appln. No.481/SR of 1967 at Rs.141.98 per month. S1116.92 12 28 On 04/05/2000, a consent decree in High Court Suit No. 3035 of 1987 between defendant Nos. 2 to 5 inter-alia declaring the agreement dated 31/05/1982, and the compromise agreement dated 16/08/1986 are valid, subsisting and binding between the parties.” 3 The Plaintiffs filed an affidavit of evidence on 12th June, 2003 along with the compilation of 66 documents (Exhibit P-1) and additional compilation of 14 documents (Exhibit 29). All the documents are exhibited by consent of the parties. Defendant No.1 did not contest the suit. Defendant Nos. 2, 3, 4 and 5 contesting the matter and filed the Written Statement. 4 The following issues were framed. 1 Do the Plaintiffs prove that the Suit is filed within limitation? 2 Do the Plaintiffs have any locus-standi or are they entitled to seek declaration that the assignment/sale deed dated 21.11.88 is void? 3 Do the Plaintiff prove that the assignment/Sale-deed dated 21.11.88 is void? S1116.92 13 4 Do the Plaintiff prove that agreements dated 14.7.78 and 8.8.78 are still subsisting and valid and enforceable against Defendant Nos. 1 to 3? 5 Do the Plaintiffs prove that they have performed and or ready and willing to perform their part of contract under agreements dated 14.7.78 and 8.8.78? 6 Whether the two deed of surrender both dated 6.12.96 are being properly stamped and duly registered and if not what is the consequences? 7 What order? ISSUE NOS. 1,4 AND 5:- 5 The basic documents which are also admitted by the parties except (vi) are as under:- i. On 14.07.1978, Agreement between the original defendant no.1 and the promoter of plaintiffs society. (proposed) to assign the said property and said building to the Plaintiffs Society however, defendant No.1 retained his rights to consume the additional F.S.I. available on the said properties till execution of conveyance to the Plaintiff Society and thereafter any further F.S.I. Would be that of the Plaintiff Society. Exhibit P/6-Pg/8. ii. On 08/08/1978, Supplementary Agreement from original deceased defendant No.1 to deceased Mr. S.H. Bhat, allowing him to be a member of the plaintiffs society. Exhibit P/7-Pg/17 S1116.92 14 iii. On 18/01/1980, Agreement by Org. defendant No.1 to defendant No.2 and 3 assigning his rights and obligation as contained in agreement dated 14/07/1978 Exhibit P/i- Pg/21, mainly for the purpose of exploiting the additional F.S.I. Then available on the property by constructing additional 3rd and 4th floor on the said building. iv. On 18/01/1980, Power of Attorney by original deceased Defendant No.1 to Defendant No.2 to act on his behalf for the purpose of carrying org. defendant No.1 obligation and benefits under agreement dated 14/07/1978 and 18/01/1980 Exhibit P/9-Pg/39. v. On 31/03/1982, Agreement between defendant no.2 and defendant No.4 to exploit the additional F.S.I. By constructing two duplex flats on the 3rd and 4th floor being duplex flats no. 7 (for defendant no.2) and 7a (for defendant No.4) subject to agreement dated 14.07.1978 Exhibit P/11-Pg/51 6 The importance of agreement dated 14/07/1978 (Exhibit P-6) is as under:- “6) The following facts are admitted by the parties- (a) The execution and contents of the above agreements/ documents, except Deed of Assignment dated 21.11.88 item No.5 (vi). S1116.92 15 (b) that the consideration amount of Rs.83,000/- to be paid by the Plaintiffs society to original Defendant No.1 was paid by the Society as under:- Agreement dated 14/07/1978 (Ex-P6-Pg.8) Para-1 Pg/10 “1 The Vendor shall sell and the Purchasers shall purchase all the singular the land hereditaments and premises standing thereon bearing Plot No.518 Jehangir Mansion, H.R. Mahajani Marg, Matunga of Bombay Municipal Corporation and more particularly described in the schedule hereunder written with their appurtenances free from all incumbrances at or for the price of Rs. 83,000/- to be deposited and the same shall remain deposited with a Bank viz. Maharashtra Bank, Matunga Branch, Bombay 400 019, pending the completion of the transfer of title to the society and the purchasers agree that the Vendor shall be entitled to receive interest that may accrue from time to time on the said sum of Rs.83,000/- till such transfer is effected and completed”. “16. The purchasers hereby agree and undertake that after the completion of the registration of the society 50% payment of the purchase price shall be paid within a period of one two weeks after such completion and balance 50% after getting assignment from Bombay Municipal Corporation and completion of conveyance and shall not be detained on any ground whatsoever and on such failure the purchasers shall be bound and liable to pay a interest on the purchase price at the rate of 9% from date of such failure till payment time is the essence of the contract.” 7 These facts are also confirmed by defendant No.1 and 2 in the subsequent documents as under:- S1116.92 16 (a) Agreement dated 18.1.1980 (Ex-P8), clause-3,4 9,10,11,12,13 and 8 clause-1(a),(b),(c) clause-3 and 8. (b) Power of Attorney dated 18.1.80;(Ex-P-9); clause-(i). (c) Agreement dated 31.3.1982, (Ex-P11) clause-3 (d) Deed of Assignment dated 21.11.1988, (Ex-P38) 7 The execution of the agreement dated 14/07/1978 by deceased defendant No.1 with the promoters of plaintiff No.1 including himself to assign the suit property for the remainder of the term and supplemental agreement dated 08/08/1978 to release rights, title and interest in respect of Flat No.3, (Exhibits P-16 and P-17) are not in dispute. No time limit was fixed (Exhibit P-16). It is mentioned that all the terms and conditions are binding on the parties (Exhibit P-6 and P-16). DW has admitted that the advantages of two agreements with the rights to recover the amounts are set out. They were called upon to pay the balance consideration with interest accrued and also to complete the purchase and assignment of the said property within S1116.92 17 a period of 15 days from the receipt of notice dated 14/02/1990 (Exhibit P-45). The Plaintiffs replied (Exhibit P-13) and expressed that they are always ready and willing to perform and have already performed their part of the agreement dated 14/07/1978. 8 Even in consent terms in Suit No. 3035 of 1987 (Exhibit P-46), it is agreed and declared that the agreement dated 31/03/1982 and compromise agreement dated 16/08/1986 executed between the plaintiff and defendant No.1 in respect of duplex flat on the 3rd floor of the premises are valid, subsisting and binding between the parties. Defendant No.4, therefore, has a right to join plaintiff No.1 and demand assignment in favour of Plaintiff No.1. 9 In Motilal Jain Vs. Ramdasi Devi (Smt.) & Ors. (2000) 6 S.C.C. 420, referring to the case AIR 1971 SC 1238, R.C. Chandiok V. Chuni Lal Sabharwal, the Apex Court held that- “In the present case, major portion of the consideration has already been paid on the execution of the documents itself. The willingness to pay the remaining amount is apparent, as it has been lying in the Account since then.” 10 It was specifically referred and pointed out that the agreement dated 31st March, 1982 between defendant No.2 and defendant No.4 to exploit the additional FSI by constructing two duplex flats on 3rd S1116.92 18 and 4th Floor for defendant No.2 and for defendant No.4 was subject to agreement dated 14/07/1978. 11 By a deed of assignment dated 21/11/1988, it is further recorded by Original defendant No.1, defendant Nos. 3 and 4 wherein, defendant Nos. 2 and 3 steps into the shoes of defendant No.1 by which, assigned their rights, interest and obligation of defendant No.1 and the agreement dated 14/07/1978 to them (Exhibit P-36). 12 On 14/02/1990, the advocate for defendant Nos. 2 and 3 for the first time issued the notice and thereby terminated the agreement dated 14/07/1978. This notice, therefore, is the first refusal on the part of concerned defendants to perform their part of the agreement and thereby, it is also admitted and the earnest money of Rs.40,500/- which was paid under the agreement stands forfeited. The fact remains that there is no dispute about the agreement, as well as, deposit/ receipts of the money in pursuance to the same. The plaintiffs have specifically replied by letter dated 30.08.1991 and expressed their readiness and willingness. It was also pointed various litigation between defendant Nos. 2, 3 and 4 and that was the reason for not completing the assignment in favour of the plaintiffs by the S1116.92 19 defendants. 13 As the notice issued by the defendant for refusal to perform his part of contract, the limitation period of 3 years will commence from the date of this notice. (1999) 8 S.C.C. 587 Shakuntala (Smt.) Vs. Narayan Gundoji Chavan & Ors. 14 The Plaintiffs, in view of above refusal/ denial/ termination of the contract/assignment have filed the suit in the year 1992 i.e. within the 3 years from the date of refusal. 15 It is clear from above, that the said agreement dated 14/07/1978 and 08/08/1978, are still subsisting, valid and enforcing against Defendant Nos. 1,2 and 3. There are acknowledgments and admissions in writing about the existence of the said agreement. The balance consideration as recorded above, is still lying in the bank, as provided a part amount was withdrawn only. Therefore, there was full compliance, so far as, the obligation on the part of the plaintiffs. It is difficult to accept the case of the defendants that they were not ready and willing to perform their part of obligation. Defendant No.1, as recorded, not obtained, at the relevant time, the requisite permission from the authorities, as mentioned in the agreement. The agreement executed in 1978, does not require to be registered or S1116.92 20 stamped, as amendment of registering for agreement of sale, came after 10/12/1982. Deceased defendant No.1 did not comply with any other things as per the agreement of 1978, including failed to secure the certificate under the ULC Act, 1976 and the Income Tax Act also. The entire agreement (Exhibit 16) specially clauses 4, 7 and 9, need to be read together and not clause 10 to be in isolation. 16 There is nothing on record to show that defendant No.2 has provided with power to terminate the contract on the basis of power of attorney. In view of above, issue Nos. 1, 4 and 5 are answered in positive. 17 ISSUE NOS. 2 and 3:- The findings given with regard to issue Nos. 1, 4 and 5, as referred above, further shows that the plaintiffs have locus-standi and entitled to seek declaration that the assignment/ sale-deed dated 21/11/1988 is void and they also proved that the same is void for the above reasons itself. The document itself is admittedly terminated in the year 1990. This admitted fact itself is sufficient to show that there was no question of any assignment or sale deed on 21/11/1988. The said assignment deed itself mentioned/referred about the existence of agreement dated 14/07/1978. The notice dated 14/02/1990 also refers to the S1116.92 21 agreement of 14/07/1978 and 18/01/1980. All transactions, therefore, after 14/07/1978 and 18/01/1980 proceeded on the footing of existence of those agreements. The rights, therefore, so created in favour of the plaintiffs have been recognized throughout even in the deed of assignment dated 21/11/1988. The sale deed or assignment or registration, therefore, is null and void and at least, not binding on the plaintiffs. Admittedly, the society is registered. Defendant Nos. 2 and 3, now cannot be permitted to challenge the said registration, therefore, the rights so created upon the society and its members and as recognized and acknowledged by the defendants from time to time, cannot be taken away by this sale-deed/ assignment dated 21/11/1988, as the same itself is illegal and bad in law. Admittedly, the agreement dated 14/07/1978 was executed by the promoters of the plaintiff-society and thereafter the said promoters including original defendant No.1 formed and registered the plaintiff society. Defendant No.1 never objected, and in fact, participated in forming the society. Defendant Nos. 2 and 3, therefore, now cannot be permitted to go beyond the agreement and documents executed by the deceased defendant No.1, as they are claiming through the original defendant No. 1 only. S1116.92 22 18 Defendant No.2, as a power of attorney of defendant No.1 assigned the property to himself and his wife Defendant No.3 by executing the deed of 21/11/1988 without obtaining the consent of the B.M.C. as required, as per the Indenture of Annexure 25/04/1941 (Exhibit P-17). In view of clauses of agreements dated 14/07/1978 and 18/01/1980, and even otherwise, defendant Nos. 2 and 3 failed to prove that on 21/11/1988, deed of assignment is for larger interest/entire property, whereas, the agreement dated 14/07/1978 is only for portion of the property. The power of attorney was also unregistered for the purpose. Exhibit – P-6, is admittedly, for transfer of deceased defendant’s right in Plaintiff No.1 as a member, and is reserved in clause 20 of Exhibit P-16 and as accepted in the consent terms and accordingly passed the order. In the result, Issue Nos. 2 and 3 are answered in affirmative. 19 ISSUE NO.6:- The witness of plaintiffs has given evidence in support of two deeds of surrender, Exhibit P-65 and P-66, whereby they have surrendered their rights, interest in respect of their tenements in favour of one Umesh Doshi. The said document clearly referred the agreement dated 18/08/1978. The surrender of tenanted premises required no registration and no stamp duty also, unless S1116.92 23 conveyance is executed as per the agreement dated 14/07/1978. There is no question of ownership right in respect of the said premises. 20 In view of the above, defendant No.2 and 3 have paid some property taxes and or paying the property taxes, that itself cannot be the reason to retain the transaction which was executed, knowingly about the existence of agreement dated 14/07/1978 or 18/01/1980. All subsequent transactions are null and void, and therefore, all the actions arises out of the same also. 21 As the agreement based upon the various compliances and there was no time period provided, and as the defendants failed to comply with those formalities, the contention that “the time of essence” has no force. (AIR 1967, S.C. 868, Gomathinayagam Pillai & Ors. Vs. Palaniswami Nadar). 22 There are no pleadings on record to justify this issue. The Plaintiffs have at the appropriate time accepted and acted upon the said surrendered deeds, as it was well within the framework of law and the record. 23 Resultantly, the suit is decreed in terms of prayer clauses (a), S1116.92 24 (b), (c), (e) and (h), which reads thus:- “(a) that it be declared that the assignment/ sale deed dated November 21, 1988, executed between defendants 2 and 3, in favour of themselves, is null and void, illegal, of no effect, not binding on the Plaintiffs, and the Hon’ble Court be pleased to adjudge the said instrument null and void; and further order the said instrument to be delivered up and cancelled and direct the office of the Hon’ble Court to send one copy of the decree to the sub-registrar of Assurances for Bombay City in whose registry the same was registered; (b) that it may be declared that there is a valid subsisting and binding agreement between Plaintiffs No.1 and defendant No.1 and 3 upon the terms and conditions recorded in Agreement dated July 14, 1978 and August 8, 1978. (c) that the defendants 1 to 3 or such of them as to this Hon’ble Court may deem just and proper may be ordered and decreed to specifically perform the obligations under the said agreement dated July 14, 1978 and August 8, 1978, by executing a conveyance and/or assignment of