Case: HARI STEEL AND GENERAL INDUSTRIES LTD Vs. DALJIT SINGH

2. This Civil Appeal is filed by the defendant Nos. 1 and 2 in the Suit in CS(OS) No.2046 of 2006, aggrieved by the judgment dated 2 nd August, 2018, in FAO (OS) No.268 of 2017, passed by the High Court of Delhi at New Delhi. By the aforesaid judgment, the Division Bench of the High Court, by setting aside the judgment dated 24.7.2017 passed in IA No.1557 of 2007 in CS (OS) No.2046 of 2006, has allowed the interlocutory application and consequential prayers of the respondents-plaintiffs and decreed the suit with the following directions:-(i) The order dated 24 th July, 2017 passed by the ld. Single Judge on I.A. No.1557/2007 in CS(OS) No.2046/2006 is hereby set aside and quashed(ii) I.A.No.1557/2007 is hereby allowed and consequently the prayers of the plaintiffs in the suit, as prayed for,are decreed(iii) The Registry shall draw up a decree sheet accordingly(iv) The appellants shall pay the balance amount of 50.50 Crores to the defendant no.1 within a ? period of three months and 15 days from today(v) Upon receipt of the amount, the respondents shall forthwith execute the sale deed in favour of the appellants as well as any other documents, as may be required. It shall be the responsibility of the respondent no.2 to complete the formalities including obtaining permissions, if any, from any authority of department and ensure execution of the registered sale deed forthwith in favour of the appellants(vi) In case the respondents do not accept the payment of the amount from the appellants, the amount shall be deposited by the appellants in CS(OS)No.2046/2006 by way of cheque in the name of Registrar General of this court. Upon the deposit, the said cheque shall be encashed by the Registry and the amount thereof shall be kept in a Fixed Deposit Receipt initially for a period of six months to be kept renewed till further orders of the ld. Single Judge in the suit proceedings(vii) In such eventuality, the appellants shall be entitled to seek appropriate remedy for execution of the judgment and decree by appropriate proceedings by the ld. Single Judge(viii) Given the delay caused by the respondents in the adjudication of the matter and their conduct before the court, the respondents shall pay costs to the appellants at the rate of 1 Lac ? for each year of the litigation w.e.f. 1 st November, 2006 to July, 2018 being a total of 11,50,000/- for the period of 11 1/2 years. ?(ix) Costs of 1,00,000/- each are directed to be ? paid to the Delhi High Court Legal Services Committee; Delhi High Court Mediation and Conciliation Centre and the Delhi International Arbitration Centre, which shall be paid by the respondents within 15 days from today and proof of deposit shall be filed with the Registry. The copy of the receipts shall be made available to the appellants through counsel immediately upon the deposit(x) In case the respondents fail to deposit the costs as at S.no.(viii) & (ix) above, as directed, the appellants shall be entitled to deduct the amount of costs out of the balance sale consideration and to deposit the costs of 1 lakh ? with each of the DHCLSC, DHCMCC & the DIAC. Proof of deposit shall be sent to the defendants(xi) In view of the order we are passing regarding payment up to date costs in the suit, we are refraining from imposing further costs on the respondents in the present appeal(xii) The appeal is allowed in the above terms3. The learned Single Judge has dismissed the application in I.A. No.1557 in the aforesaid suit, filed under Order XII Rule 6 of the Civil Procedure Code. The respondent Nos. 1 and 2 – plaintiffs, have filed the aforesaid application for judgment, on admissions claimed by them in the suit. The order of learned Single Judge is reversed by the Division Bench on appeal, filed by the plaintiffs, by granting reliefs as referred above4. The respondents-plaintiffs have filed the above said suit praying for decree for specific performance of agreement to sell, concluded on 7.4.2005 and further recorded on 3.5.2005 between the respondents-plaintiffs and the appellants in respect of property bearing No.A-22, Mohan Cooperative Industrial Estate, Mathura Road, New Delhi. The plaintiffs also sought a decree of permanent injunction against the appellants-defendants and others to restrain them from selling, transferring or encumbering the suit property to third party and a permanent injunction against defendant Nos. 2 to 6 from transferring or encumbering their share holdings of 10 lakh shares in the appellant No.1/defendant No.1 company. It was the case of the plaintiffs, that the appellant No.2 herein, as a Managing Director and principal share holder of the appellant No.1 company, approached the respondents-plaintiffs for sale of suit property and the business carried in the name and style of South Delhi Toyota including the goodwill of the business. It is their case that on 7.4.2005, the respondent Nos. 1 and 2 – plaintiffs and the first appellant company through its Managing Director/2 nd appellant have arrived at a concluded agreement for sale of the suit schedule property, transfer of the goodwill and franchisee rights in respect of the running business of South Delhi Toyota for a total consideration of Rs.55.50 crores. It is their further case that pursuant to the said concluded contract on 7.4.2005, the respondents-plaintiffs have paid an amount of Rs.2 crores, i.e, Rs.1 crore in cash and Rs.1 crore by cheque and the said amount was acknowledged by the appellant No.2. It is their further case that they have entered into written agreement to sell on 3.5.2005, in pursuance of an understanding/agreement dated 7.4.2005. The breakup of the total consideration disclosed in the agreement is as follows:(i) Rs.49 crores for the purchase of the land and building bearing No.A-22, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi(ii) Rs.6 crore fifty lacs for the purchase of running business of the franchisee dealership of Toyata Kirloskar Motors Private Limited carried on in the name and style of South Delhi Toyota(iii) The difference in value of the assets and liabilities of the running business, on the basis of the balance sheet agreed to be furnished on 15.6.20055. It is the further case of the plaintiffs that they have paid further amount of Rs.3 crores on the date of written agreement of sale dated 3.5.2005 to the appellant No.1 company. In the agreement dated 3.5.2005, the aspect of payment of part consideration is recorded as follows:2(a) That out of the total consideration of Rs.55.50,00,000/- (Rs.Fifty five Crores Fifty Lacs only) the purchasers have paid to the vendor a sum of Rs.5,00,00,000/- (Rs.Five Crores only) as part consideration; at the time of execution of this Agreement to Sell in the following mannera) Cheque no.840711 dt 7.4.2005 drawn on ICICI Bank, Punjabi Bagh West, New Delhi – Rs.1,00,00,000/- (Rs. One Crore only)b) Cheque no. 840633 dt 28.4.2005 drawn on ICICI Bank, Punjabi Bagh West, New Delhi – Rs. 1,00,00,000/c) Cash – Rs.3,00,00,000/- ( Rs. Three Crores only) The receipt of which the vendor hereby acknowledges6. The appellants-defendants in the suit, have filed their written statement on 25.01.20077. In the written statement filed, the appellants have raised preliminary objections stating that respondents- plaintiffs have forged/fabricated, the agreement to sell dated 3.5.2005, by forging the signatures of Director of the appellant No.1, namely, Mr. Ram Dilawari, as such, they are liable for prosecution under Section 195(1)(b) of the Criminal Procedure Code. Further objection is also raised questioning the very maintainability of the suit, in view of the proceedings initiated by them in I.A.No.61 of 2006 in CS (OS)No.1508 of 2005 under Section 340 of the Criminal Procedure Code, wherein they have challenged the genuineness of the agreement dated 3.5.2005. They also pleaded that the suit is barred by Section 16 of the Specific Relief Act,1963, in absence of any plea of readiness and willingness, to perform the contract on their part8. While opposing the reliefs as prayed for in the suit, the appellants-defendants have pleaded that although an agreement was entered into with the respondents-plaintiffs for sale of land ad-measuring 19074.69 sq. yards bearing no. A-22, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi, but the said contract was never crystallized, as the nature, extent and various clauses were yet to be finalized. It is pleaded that the same is evident from the fact that all the necessary columns in the agreement dated 03.05.2005 were left blank and were to be filled, after mutual agreement only. Specific averment is made, stating that respondents-plaintiffs in connivance with Mr.T.R. Arya i.e. 3 rd defendant have fabricated facts and figures including the signatures on the agreement. The appellants-defendants have disputed receipt of Rs.3 crores, which amount is allegedly paid by the respondents by way of cash. It is pleaded that the respondents-plaintiffs have fraudulently incorporated the payment of Rs.3 crores, pertinently in cash, while only the payment of Rs.2 crores was made by cheque. In the written statement specific allegation is made stating that, Mr. T.R. Arya (defendant No.3) has abused his position in appellant No.1 company, in connivance with the plaintiffs and indulged in a fraud. In the written statement appellants have disputed the signatures on page nos. 3 and 4 of the agreement dated 3.5.2005. While denying the various allegations made by the plaintiffs, the appellant-defendants while stating that in absence of any finalized agreement to sell the property and in absence of any cause of action suit is filed for specific performance and same is not maintainable and is liable to be dismissed9. After filing of the written statement on 25.01.2007, in which specific averment is made to the effect that the respondents-plaintiffs were not ready and willing to perform the contract, the respondents-plaintiffs have filed I.A.No.3370 of 2007 on 20 th March, 2007 for amendment of the plaint, to incorporate the plea of their willingness and readiness, and the same is allowed by order dated 16 th April, 200710. In the aforesaid suit, statement of the appellant No.2/defendant No.2 was recorded on 21.9.2007. Thereafter, one Mr. Praveen Kumar Jolly who claimed earlier agreement in his favour for half portion of suit property, also filed I.A.No.5422 of 2007 for his impleadment in the suit and same was allowed on 8.12.2008. He has also filed written statement subsequently. In view of the contest for all the reliefs sought in the suit, issues and additional issues were framed on 02.02.2010 and 05.05.2010. The issues and additional issues framed in the suit read as under:-1. Whether the Plaintiffs are entitled to a decree for specific performance of the agreement to sell dated 03.05.2005 if so, to what effect? OPP2. Whether pages 3 and 4 of the agreement to sell dated 03.05.2005 have been executed by the defendant no.2 or not, if so to what effect? OPD-1 to 63. Whether the receipt dated 07.04.2005 is forged and fabricated? OPD-1 to 61. Whether there is a concluded contract between the parties? OPP2. Whether there have been insertion/interpolations in the agreement relied upon by the Plaintiffs, consequently rendering that agreement to sell enforceable? OPD11. After filing written statement in the suit, respondent Nos. 1 and 2/plaintiffs have filed I.A.No.1557 of 2007 under Order XII Rule 6 of CPC, praying for judgment based on certain claimed admissions. A copy of the application filed in I.A.No.1557 of 2007 is placed on record. The aforesaid application is filed mainly claiming that the appellants in bail application nos.4109-4110 of 2006 seeking anticipatory bail in connection with the crime registered on complaint filed by impleaded 4 th respondent, have categorically admitted their readiness and willingness to execute a sale deed in their favour, in terms of the agreement dated 3.5.2005. The bail applications referred above were filed in connection with the crime registered in FIR No.517 of 2006 on the file of Police Station Sarita Vihar, which was registered on the complaint filed by Sri Praveen Kumar Jolly (First Buyer) registered for offences under Sections 420 and 120B IPC. The aforesaid complainant, Sri Praveen Kumar Jolly has alleged that during the subsistence of MOU entered in their favour on 24.5.2003, for a portion of the schedule property have entered into another agreement with the respondent Nos. 1 and 2 on 3.5.2005. Thus, it is pleaded that the appellants herein by entering into multiple agreements have committed the offence of cheating. Except claimed admissions alleged to have been made by the appellants-defendants counsel during the hearing of the anticipatory bail application, no other admissions are claimed in the application. The said interlocutory application is contested by appellants and other defendants who have seriously disputed the genuineness of the agreement dated 3.5.2005 alleging that pages 3 and 4 of the agreement have been replaced and substituted by pages which bear forged signatures of the defendant No.2. Further they also disputed stating that, all throughout the case of the appellants is only admitting receipt of Rs.Two crores but not Rs.Five crores as claimed by the plaintiffs. Further, the relief sought in the interlocutory application is opposed by the appellants pleading that the forgery and fabrication of the agreement dated 3.5.2005 came to light when the said agreement was produced by the plaintiffs in CS(OS) No. 1508 of 2005 filed by Sri Praveen Kumar Jolly and immediately on receipt of copy of the agreement dated 3.5.2005, they also filed an application in I.A. No.61 of 2006 in CS(OS) No.1508 of 2005 under Section 340 of Cr.P.C., challenging the genuineness of the agreement dated 3.5.2005. Thus, it is pleaded that unless genuineness of the agreement dated 3.5.2005 is decided finally, no decree for specific performance can be claimed12. The learned Single Judge, by recording that there is a serious dispute with regard to payment of Rs.Five crores as per the agreement entered into by the appellants, and the alleged forgery of signatures on pages 3 and 4 of the agreement as claimed by the appellants-defendants, has held that such issues are to be resolved only post trial, after the parties adduce oral and documentary evidence. Further the learned Single Judge was of the view that to claim a decree on admissions it is essential that admissions should be clear and unequivocal. With the aforesaid findings, the learned Single Judge, by an order dated 24.7.2017, dismissed the application in I.A.No.1557 of 2007 by imposing a cost of Rs.50,000/- on the respondents-plaintiffs13. Aggrieved by the order of the learned Single Judge, the respondents have preferred Appeal under Section 10 of the Delhi High Court Act, 1966. The Division Bench, by the impugned judgment dated 2.8.2018, has set aside the order of the learned Single Judge dated 24.7.2017 and allowed I.A.No.1557 of 2007 by granting consequential reliefs and permitted the respondents-plaintiffs to pay the balance amount of Rs.50.50 crores within a period of three months and 15 days, from the date of the judgment. The Division Bench was of the view that the appellants have admitted, entering into an agreement with the respondents-plaintiffs on 3.5.2005 and the receipt of Rs.Five crores is evident from the Directors Report and balance-sheets of the company for the year ending on 31 st March, 2005; 31 st March, 2006 and 31 st March, 2007. Further by holding that defence of the appellants in the suit is not genuine and contrary to the pleadings on courts record as well as statutory filings under Companies Act, and that there is no genuine triable issue which could justify the trial in the suit, the Division Bench rendered judgment on claimed admissions.

Reasoning: 27. In the case on hand, at first instance a Memorandum of Understanding was entered into by the appellants with the respondent No.4 i.e. Mr. Praveen Kumar Jolly on 24.05.2003 with respect to half of the suit property. It is the case of the appellants that due to non-compliance of the terms of MOU, by Mr. Praveen Kumar Jolly, the said MOU was terminated in August, 2004 and subsequently an arrangement/contract is entered into with respondent nos.1 and 2 – plaintiffs on 7.4.2005 and subsequent agreement dated 3.5.2005. It is the specific case of the appellants that contractual terms were not crystallized as such there were several blanks in the agreement dated 3.5.2005. While it is the case of the respondents-plaintiffs that an amount of Rs. Five crores was paid, i.e. Rs. Two crores by way of cheque and Rs.Three crores by way of cash, the same is seriously disputed by the appellants-plaintiffs stating that only an amount of Rs. Two Crores was paid and the payment of Rs. Three crores is a fabrication of the agreement to sell dated 3.5.2005 on pages 3 and 4 of the document. Based on the earlier MOU by the appellants with Mr.Praveen Kumar Jolly i.e. 4 th respondent herein, 4 th respondent has filed a suit for specific performance of the agreement in CS(OS) No.1508 of 2005 in which conditional order was passed. It is the case of the respondents-plaintiffs that, when such conditional interim order was notified in the newspaper, they have come to know about the earlier agreement entered into by the appellants with respondent No.4 and they approached the 4 th respondent and handed over the original agreement dated 3.5.2005 and the receipt to the 4 th respondent. It is the specific case of the appellants that when they have come to know about the document dated 3.5.2005 in the suit filed by 4 th respondent herein, they have come to know tampering and fabrication of the document, as such they have filed I.A.No.61 of 2006 in CS(OS) No.1508 of 2005 under Section 340 of Cr.P.C., on 3.1.2006. The present suit in CS(OS) No.2046 is filed by the respondents-plaintiffs, subsequently, on 1.11.2006. In the said suit, the appellants-defendants have filed written statement on 25.1.2007 by raising specific preliminary objection that the agreement dated 3.5.2005 is forged and fabricated, as such, they are liable for prosecution under Section 195(1)(b) of Cr.P.C. In the written statement, apart from other allegations, specific plea is made that suit is barred in view of provisions of Section 16(c) of the Specific Relief Act, 1963, in absence of any plea of readiness and willingness by the respondents-plaintiffs. While admitting the arrangement entered into with the respondents-plaintiffs, it is the case of the appellants that the terms of the agreement were not concretized. As such almost all the necessary columns were left blank in the agreement dated 3.5.2005. It is not necessary to refer in detail the further averments made in the written statement for the disposal of this appeal before us. Subsequent to the filing of the written statement, the respondents-plaintiffs have filed the present application under Order XII rule 6 of CPC on 9.2.2007 for which reply was filed by the appellants on 19.3.2007. In the reply filed on behalf of the appellants and other defendants in I.A.No.1557 of 2006, opposing the relief sought for on the ground that in absence of any categorical and unconditional admissions, relief cannot be granted. The application in I.A.No.1557 of 2007 is filed only on the ground that in the bail petition filed by the appellants, in connection with the criminal case registered, arising out of a complaint filed by the 4 th respondent, the appellants counsel has pleaded his readiness to fulfill the contract entered into on 3.5.2005. Except the said plea of admission there is no other admission, claimed in the application. The learned Single Judge has rightly rejected the application vide order dated 24.7.2017. In the order the learned Single Judge of the High Court has held that in view of the stand of the appellants that the agreement dated 3.5.2005 is a fabricated one and the signatures of the 2 nd appellant are fabricated on pages 3 and 4 of the agreement, such issues can be resolved only after trial. But same is no ground to deliver judgment on claimed admissions.28. On appeal the Division Bench has set aside the order of the learned Single Judge and held that the appellants have admitted execution of the agreement dated 3.5.2005. At this stage, it is to be noticed that all throughout, the case of the appellants is that though they have entered into arrangement/agreement on 7.4.2005 and 3.5.2005 with the respondents-plaintiffs and received Rs. Two crores by way of cheque but such agreement is fabricated by forging signatures on pages 3 and 4 of the agreement. In view of such stand of the appellants, we are of the view that the mere admission of entering into arrangement/agreement dated 3.5.2005 cannot be termed as a categorical and unconditional admission for the purpose of delivering judgment by allowing the application filed under Order XII Rule 6 of CPC. It is to be noticed at this stage that even before filing of the present suit in CS(OS) NO.2046 of 2006, when the document dated 3.5.2005 was produced in the suit filed by the 4 th respondent Mr. Praveen Kumar Jolly, the appellants have filed I.A. No.61 of 2006 in CS(OS) No.1508 of 2005 on 3.1.2006. In the aforesaid I.A., there was a challenge to the genuineness of the agreement dated 3.5.2005 which application was subsequently disposed of on 7.12.2016. The present suit in CS(OS) No.2046 of 2006 was filed subsequently on 1.11.2006. The Division Bench of the High Court has proceeded on the premise that there is no dispute on the agreement to sell dated 3.5.2005. At this stage, it is to be noted that the suit in C.S.(OS) No.1508 of 2005 was filed for specific performance of the agreement by the 4 th respondent and on production of the agreement to sell dated 3.5.2005, they have already filed I.A.No.61 of 2006, alleging that there was a fabrication of the document dated 3.5.2005 and their signatures were forged on pages 3 and 4. In view of such plea of appellants, we are of the considered opinion that such admissions are erroneously treated as categorical and unconditional admissions by the Division Bench of the High Court for the purpose of disposal of the application filed under Order XII Rule 6 of CPC. Further, the Division Bench has relied on balance sheets of the first appellant company for the years 2004-05, 2005-06 and 2006-07 and also the letter alleged to have been addressed by the auditor. On the aforesaid documents, the plea of the appellants is that such documents also are forged and fabricated balance sheets which were submitted before the ROC by their auditor Mr. S.R. Varshney in connivance with Mr. T.R. Arya (respondent No.3 herein), who is a common chartered accountant for the appellants and respondent Nos. 1 and 2. Allegations and counter allegations are made by the parties in respect of balance sheets and other documents relating to the company, the merits of which can be gone into only at the time of trial where the parties will have opportunity of adducing evidence and explain their stand33. By applying the ratio laid down by this Court in the aforesaid judgments, it is to be held that there are no categorical and unconditional admissions, as claimed by the respondents-plaintiffs. In view of the stand of the appellants that, the pages 3 and 4 of the agreement dated 3.5.2005 are tampered and their signatures are fabricated, when specific issue is already framed, it cannot be said that there are categorical and unconditional admissions by the appellants. Mere admission of entering into arrangement/contract on 7.4.2005 and 3.5.2005 itself cannot be considered in isolation, without considering the further objections of the appellants that certain pages in the agreement are fabricated. In case the appellants prove that the agreement is fabricated as claimed, post trial it goes to the root of the case on the claim of the respondents- plaintiffs. Hence, we are of the view that the aforesaid judgments fully support the case of the appellants34. Learned counsel for the respondents-plaintiffs Sri Shyam Divan, relying on the judgment of this Court in the case of Uttam Singh Duggal & Co. Ltd. vs. United Bank of India (supra) has submitted that in view of the balance sheets and resolutions of the company, they are to be considered as admissions otherwise it will amount to narrowing down the scope of the Rule itself.In the aforesaid judgment itself, this Court has held that when a statement of admission is brought before the Court, as long as the party making the statement is given sufficient opportunity to explain such admissions, judgment on admission can be delivered. In the case on hand it is to be noted that the relief claimed under Order XII Rule 6 of CPC by filing a written application claiming admission only based on the statement made by the advocate in the bail application, and there is no other pleaded admissions, in the application filed by the respondents-plaintiffs. It is a trite principle that any amount of evidence is of no help, in absence of pleading and foundation in the application. It is true that when categorical and unconditional admissions are there, judgment on admission can be ordered, without narrowing down the Rule but at the same time the judicious discretion conferred on the court is to be exercised within the framework of the Rule but not beyond. Even on balance sheets of the company and the note of one of the Directors, it is the specific case of the appellants that the third respondent, in connivance with the respondents-plaintiffs, is also working against the appellants. In that view of the matter the claim of the respondents-plaintiffs relying on the documents relating to company is to be considered with reference to the defence of the appellants during trial in the suit35. In the judgment in the case of Karam Kapahi & Ors. vs. Lal Chand Public Charitable Trust & Anr. (supra), this Court has interpreted the expression otherwise as used in Order XII Rule 6 of CPC and has held that the scope of the said provision of the Order XII Rule 6 is wider in comparison to provision of Order XII Rule 1 of CPC. It is true that after amendment, scope of the Rule under Order XII Rule 6 is expanded but at the same time the expression otherwise inserted in Order XII Rule 6 is also to be considered within the framework of the Rule but not beyond. In any event, even in a given case, the admissions are categorical and unconditional, whether any inference can be drawn on admissions having regard to documents placed on record, is a matter to be considered having regard to facts of each case. There cannot be any straight jacket formula to extend the benefit of Order XII Rule 6 of CPC37. In this case it is to be noted that the suit was filed on 1.11.2006 and written statement was filed on 25.01.2007 and the application under Order XII Rule 6 was filed on 9.2.2007. In year 2010 issues and additional issues were framed and trial is also commenced. In that view of the matter, there is no reason to pass the impugned order now for decreeing the suit on claimed admissions, in exercise of power under Order XII rule 6 of CPC at this stage. In view of the serious factual disputes and the defence of the appellants in the suit, it is not permissible for making roving inquiry for disposal of the application filed under Order XII Rule 6 of CPC. When the trial is already commenced, it is desirable to record findings on various contentious issues and disputes in the suit on merits by appreciating evidence but at the same time there is no reason or justification to decree the suit at this stage. For the aforesaid reasons, we are of the view that the impugned judgment of the High Court cannot be sustained and is liable to be set aside on this ground alone38. Further it is also to be noted that the suit is for specific performance of the agreement of sale. The relief sought is equitable and discretionary relief. The readiness and willingness on the part of plaintiffs to execute the document is to be pleaded and proved. At first instance in the plaint filed on 1.11.2006 there was no such averment at all. Subsequent to the filing of the written statement, interlocutory application No.3370 of 2007 was filed on 20.3.2007 to incorporate the plea of readiness and willingness on the part of the respondents-plaintiffs in the plaint, which was allowed subsequently. The readiness and willingness on the part of the respondents-plaintiffs cannot be inferred merely on the ground that they have deposited the balance amount after the impugned order is passed. Even in absence of refusal of the application for amendment of written statement, it is obligatory on the part of the plaintiffs to prove that they were willing and ready to perform the contract, to claim the equitable relief of specific performance. In the judgment relied on by Sri P.S. Narsimha, learned senior counsel in the case of Aniglase Yohannan vs. Ramlatha and Ors. (supra), this Court has held that the basic principle behind Section 16(c) read with Explanation (ii) of the Specific Relief Act, is that any person seeking benefit of the specific performance of contract must manifest that his conduct has been blemishless throughout entitling him to the specific relief. In the aforesaid judgment this Court has further held that the court is to grant relief on the basis of the conduct of the person seeking relief.The said judgment of this Court also supports the plea of the appellants herein39. The learned counsels appearing for the appellants, have also contended stating that as per the directions of the High Court remaining balance amount, as per the agreement dated 03.05.2005, is not deposited by the respondents-plaintiffs, and the said amount is deposited by a third party who has no concern in the matter.In view of our findings recorded above on other issues, we are of the opinion that it is not necessary to deal with the said contention.