HARI STEEL AND GENERAL INDUSTRIES LTD. & ANR.versusDALJIT SINGH & ORS.

                          [2019] 6 S.C.R. 819                             819


   HARI STEEL AND GENERAL INDUSTRIES LTD. & ANR.                          A
                                  v.
                      DALJIT SINGH & ORS.
                   (Civil Appeal No. 4265 of 2019)
                           APRIL 24, 2019                                 B
      [R. BANUMATHI AND R. SUBHASH REDDY, JJ.]
       Code of Civil Procedure, 1908 – Or. XII, r.6 – Judgment on
admission – Respondents-plaintiffs case that appellant no.2-
defendant approached them for sale of suit property and the
                                                                          C
franchisee rights in respect of the running business of a automobile
company ‘T’– Respondents alleged that the appellant company
concluded the agreement for sale of the suit schedule property and
the running business for a total consideration of Rs.55.50 crores –
It is further alleged that respondents had paid an amount of Rs. 5
crores i.e. Rs. 2 crore by cheque and Rs. 3 Crore by cash to the          D
appellants – Dispute arose between the parties – Respondents filed
suit for specific performance of agreement to sell – Appellants-
defendants raised preliminary objections stating that respondents
had forged/fabricated, the agreement to sell – While opposing the
reliefs, appellants admitted that although an agreement was entered
                                                                          E
into with the respondents for the sale of land, but the said contract
was never crystallized, as the nature, extent and various clauses
were not finalised – Appellants also disputed receipt of Rs. 3 crores,
which was allegedly paid by the respondents by way of cash –
Respondent filed application u/Or.XII, r.6 – Single Judge of the
High Court dismissed the application u/Or.XII, r.6 – However, the         F
Division Bench of the High Court set aside the order of the Single
Judge and allowed the application – On appeal, held: Mere
admission of entering into arrangement/agreement cannot be termed
as a categorical and unconditional admission for the purpose of
delivering judgment by allowing the application filed u/Or.XII, r.6
                                                                          G
– Such admissions were erroneously treated as categorical and
unconditional admissions by the Division Bench of High Court for
disposal of the application u/Or. XII, r.6 – Further, suit was filed on
01.11.2006 and the application u/Or.XII, r.6 was filed on 09.02.2007
– In the year 2010 issues, additional issues were framed and trial
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                                 819
820            SUPREME COURT REPORTS                       [2019] 6 S.C.R.


A     also commenced – In that view of the matter, there was no reason to
      pass order now u/Or.XII, r.6 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 u/Or. XII, r.6 of CPC – When the trial has already
      commenced, it is desirable to record findings on various contentious
B
      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, that the impugned
      judgment of the Division Bench of the High Court set aside and the
      order of the Single Judge of the High Court restored.
C           Allowing the appeal, the Court
            HELD: 1. By applying the ratio laid down by Supreme Court
      in the various 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,
D     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 itself cannot be considered
E     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. [Para 33][840-G-H; 841-A-B]

F           2. 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 the
      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
G     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,
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  HARI STEEL AND GENERAL INDUSTRIES LTD. & ANR. v.                        821
                DALJIT SINGH & ORS.

it is desirable to record findings on various contentious issues          A
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, the impugned
judgment of the High Court cannot be sustained and is liable to
be set aside on this ground alone. [Para 37][842-E-G]
                                                                          B
       3. 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        C
written statement, interlocutory application 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            D
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 the appellants in the case of Aniglase       E
Yohannan vs. Ramlatha and Ors., 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             F
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 herein. [Para 38][842-H; 843-A-E; 844-A]
      4. For the aforesaid reasons, the High Court fell in error          G
in passing the impugned judgment, decreeing the suit by
delivering the judgment on the application filed under Order XII,
Rule 6 of CPC. The impugned judgment is liable to be set aside.
[Para 40][844-C-D]

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822          SUPREME COURT REPORTS                    [2019] 6 S.C.R.


A          Himani Alloys Limited v. Tata Steel Limited (2011) 15
           SCC 273 : [2011] 7 SCR 60 ; S.M. Asif v. Virender
           Kumar Bajaj (2015) 9 SCC 287 : [2015] 9 SCR 179 ;
           Balraj Taneja and another v. Sunil Madan and another
           (1999) 8 SCC 396 : [1999] 2 Suppl. SCR 258 ; Aniglase
           Yohannan v. Ramlatha and Ors.(2005) 7 SCC 534 :
B
           [2005] 3 Suppl. SCR 440 – relied on.
           Kamal Kumar v. Premlata Joshi 2019 SCC Online SC
           12 ; Saradamani Kandappan v. S. Rajalakshmi and
           ors. (2011) 12 SCC 18 : [2011] 8 SCR 874 ; Baldev
           Singh and Ors. v. Manohar Singh and another (2006)
C          6 SCC 498 : [2006] 4 Suppl. SCR 259 ; Usha
           Balashaheb Swami and ors. v. Kiran Appaso Swami
           and ors. (2007) 5 SCC 602 : [2006] 4 Suppl. SCR
           259 ; Uttam Singh Duggal & Co. Ltd. v. United Bank of
           India & Ors. (2000) 7 SCC 120 : [2000] 2 Suppl. SCR
D          187 ; Karam Kapahi & Ors. v. Lal Chand Public
           Charitable Trust & Anr. (2010) 4 SCC 753 : [2010] 4
           SCR 422 ; Usha Rectifier Corporation (India) Limited
           v. Commissioner of Central Excise, New Delhi (2011)
           11 SCC 571 : [2011] 1 SCR 347 ; Basant Singh v. Janki
           Singh & Ors. AIR 1967 SC 341 : [1967] SCR 1 ;
E          Vijaya Myne v. Satya Bhushan Kaura 2007 (142) DLT
           483 ; Rajiv Srivastava v. Sanjiv Tuli and another AIR
           2005 Delhi 319 ; Thimmappa Rai v. Ramanna Rai and
           others (2007) 14 SCC 63 : [2006] 6 Suppl. SCR 855 ;
           Ultramatix Systems Pvt. Ltd. v. State Bank of India &
F          Ors. (2007) 4 Mh.L.J. 847 – referred to.
                          Case Law Reference
      [2015] 9 SCR 179             relied on             Para 16
      [2011] 7 SCR 60              relied on             Para 16
G     [1999] 2 Suppl. SCR 258      relied on             Para 16
      [2011] 8 SCR 874             referred to           Para 16
      [2006] 4 Suppl. SCR 259      referred to           Para 16
      [2006] 4 Suppl. SCR 259      referred to           Para 16
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  HARI STEEL AND GENERAL INDUSTRIES LTD. & ANR. v.                          823
                DALJIT SINGH & ORS.

[2000] 2 Suppl. SCR 187          referred to               Para 18          A
[2010] 4 SCR 422                 referred to               Para 18
[2011] 1 SCR 347                 referred to               Para 19
[1967] SCR 1                     referred to               Para 19
[2006] 6 Suppl. SCR 855          referred to              Para 22           B
[2005] 3 Suppl. SCR 440          relied on                 Para 24
      CIVIL APPELLATE JURISDICTION : Civil Appeal No. 4265
of 2019.
      From the Judgment and Order dated 02.08.2018 of the High              C
Court of Delhi at New Delhi in FAO (OS) No. 268 of 2017.
      Ranjit Kumar, P. S. Narsimha, Sr. Advs., Manish Aggarwal,
Ms. Runul Rastogi, Ms. Snehalata Mall, Rahul G. Tanwani, V. C. Shukla,
Ms. Sindoosa VNL, Ms. Saumya Jaykaran Singh, Rishi Raj Sharma,
Dr. (Mrs.) Vipin Gupta, Advs. for the Appellants.                           D
      Shyam Divan, R. Basant, A. S. Chandhiok, Sr. Advs.,
Mrs. Manmeet Arora, Ms. Kaveeta Wadia, Rishabh Bansal, Shashank
Tripathi, Keshav Sehgal, Ms. Samapika Biswas, Ms. Shruti Jose, Ashish
Dholakia, P. S. Sudheer, Rohan Chawla, Rishi Maheshwari, Ms. Anne
Mathew, Bharat Sood,. Ms. Shruti Jose, Advs. for the Respondents.           E
      The Judgment of the Court was delivered by
      R. SUBHASH REDDY, J. 1. Leave granted.
       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        F
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:-             G
      “(i) The order dated 24th 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.     H
824      SUPREME COURT REPORTS                            [2019] 6 S.C.R.


A     (iii) The Registry shall draw up a decree sheet accordingly.
      (iv) The appellants shall pay the balance amount of Rs. 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
B     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
C     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
D     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
E     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 Rs. 1 Lac for each
F     year of the litigation w.e.f. 1st November, 2006 to July, 2018 being
      a total of Rs. 11,50,000/- for the period of 11 1/2 years.
      (ix) Costs of Rs. 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
G
      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
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  HARI STEEL AND GENERAL INDUSTRIES LTD. & ANR. v.                             825
     DALJIT SINGH & ORS. [R. SUBHASH REDDY, J.]

      the amount of costs out of the balance sale consideration and to         A
      deposit the costs of Rs. 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       B
      costs on the respondents in the present appeal.
      (xii) The appeal is allowed in the above terms.”
       3. 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           C
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
above.
       4. The respondents-plaintiffs have filed the above said suit praying    D
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            E
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        F
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/2nd appellant have arrived at a concluded        G
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
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826             SUPREME COURT REPORTS                            [2019] 6 S.C.R.


A     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:-
B            (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
C            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 15.6.2005.
             5. It is the further case of the plaintiffs that they have paid further
D     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
E            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 manner:
             a) 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)
F
             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 acknowledges.”
G           6. The appellants-defendants in the suit, have filed their written
      statement on 25.01.2007.
             7. 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
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  HARI STEEL AND GENERAL INDUSTRIES LTD. & ANR. v.                              827
     DALJIT SINGH & ORS. [R. SUBHASH REDDY, J.]

of Director of the appellant No.1, namely, Mr. Ram Dilawari, as such,           A
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
                                                                                B
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 part.
         8. 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      C
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             D
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. 3rd 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        E
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          F
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 dismissed.                                 G

       9. 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 20th March, 2007 for
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828             SUPREME COURT REPORTS                           [2019] 6 S.C.R.


A     amendment of the plaint, to incorporate the plea of their willingness and
      readiness, and the same is allowed by order dated 16th April, 2007.
             10. 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
B     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:-
C           “Issues framed:
            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? OPP
            2. Whether pages 3 and 4 of the agreement to sell dated 03.05.2005
D           have been executed by the defendant no.2 or not, if so to what
            effect? OPD-1 to 6
            3. Whether the receipt dated 07.04.2005 is forged and fabricated?
            OPD-1 to 6
            4. Relief.
E
            Additional issues:
                1. Whether there is a concluded contract between the parties?
                OPP
                2. Whether there have been insertion/interpolations in the
F               agreement relied upon by the Plaintiffs, consequently rendering
                that agreement to sell enforceable? OPD.”
            11. 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
G     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 4th
      respondent, have categorically admitted their readiness and willingness
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  HARI STEEL AND GENERAL INDUSTRIES LTD. & ANR. v.                              829
     DALJIT SINGH & ORS. [R. SUBHASH REDDY, J.]

to execute a sale deed in their favour, in terms of the agreement dated         A
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
                                                                                B
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          C
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
                                                                                D
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              E
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
                                                                                F
unless genuineness of the agreement dated 3.5.2005 is decided finally,
no decree for specific performance can be claimed.
       12. 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,         G
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
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830            SUPREME COURT REPORTS                           [2019] 6 S.C.R.


A     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-plaintiffs.
              13. Aggrieved by the order of the learned Single Judge, the
      respondents have preferred Appeal under Section 10 of the Delhi High
B     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
C     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 Director’s Report and balance-sheets of the company
      for the year ending on 31st March, 2005; 31st March, 2006 and 31st
      March, 2007. Further by holding that defence of the appellants in the
D     suit is not genuine and contrary to the pleadings on court’s 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.
            14. Learned senior counsels Sri Ranjit Kumar and Sri P.S.
E     Narsimha, appearing for the appellants have made the following
      submissions:
               15. Though there are no categorical and unconditional admissions,
      as claimed by the respondents-plaintiffs, the Division Bench of the High
      Court went beyond the scope of the application and allowed the same.
F     The suit was filed in the year 2006, in which written statement is already
      filed by the appellants. In view of the serious factual disputes raised by
      the appellants claiming forgery of their signatures on pages 3 and 4 of
      the agreement to sell dated 3.5.2005 and the receipt of Rs.Five crores,
      specific issues are framed and findings on which can be arrived only
      after trial. It is stated that the application filed under Order XII Rule 6
G     of CPC is kept pending for more than a decade and disposed of after
      trial is commenced in the suit; Categorical and unconditional admissions
      alone can be considered for the purpose of grant of relief under Order
      XII Rule 6 of CPC. Certain observations made in the criminal proceedings
      in connection with the bail application are misconstrued as admissions
H
    HARI STEEL AND GENERAL INDUSTRIES LTD. & ANR. v.                            831
       DALJIT SINGH & ORS. [R. SUBHASH REDDY, J.]

by the High Court for the purpose of deciding the application filed under       A
Order XII Rule 6 of CPC; The suit itself is for grant of specific
performance of agreement, which is discretionary and equitable relief,
court can come to conclusions only after full fledged trial by answering
several contentious issues in the suit. Even the relief claimed under
Order XII Rule 6 is also a discretionary one and no party can claim
                                                                                B
judgment as a matter of right. To support this plea, learned counsel has
placed reliance on the judgment in the case of S.M. Asif vs. Virender
Kumar Bajaj 1. To substantiate his plea that admission should be
categorical and unconditional, relied on the judgment of this Court in the
case of Himani Alloys Limited vs. Tata Steel Limited2. In support
of the plea that in a suit filed for specific performance, it is mandatory to   C
plead and prove readiness and willingness of the plaintiff to perform his
part of the contract, relied on the judgment in the case of Balraj Taneja
and another vs. Sunil Madan and another3. In support of the plea
that in view of the tampering and fabrication of the agreement of sale,
same cannot be considered as a valid and concluded contract for grant
                                                                                D
of discretionary and equitable relief, learned counsel has placed reliance
on the judgment of this Court in the case of Kamal Kumar vs Premlata
Joshi4 and also the judgment of this Court in the case of Saradamani
Kandappan vs. S. Rajalakshmi and ors.5. In support of his plea that
inconsistent pleas are permissible in the written statement, reliance is
placed on the judgment in the case of Baldev Singh and Ors. vs.                 E
Manohar Singh and another6 and also on the judgment in the case of
Usha Balashaheb Swami and ors. vs. Kiran Appaso Swami and
ors. 7.
      16. On the other hand Mr. Shyam Divan, learned senior counsel
appearing for the first respondent-plaintiff has made the following             F
submissions.
      17. The impugned judgment is based on several admissions made
by the appellants to perform their contract entered on 7.4.2005 and
3.5.2005; by referring to the provision under Order XII Rule 6 of CPC
1
                                                                                G
  (2015) 9 SCC 287
2
  (2011) 15 SCC 273
3
  (1999) 8 SCC 396
4
  2019 SCC Online SC 12
5
  (2011) 12 SCC 18
6
  (2006) 6 SCC 498
7
  (2007) 5 SCC 602                                                              H
832             SUPREME COURT REPORTS                            [2019] 6 S.C.R.


A     1908 as substituted by Act 104 of 1976, it is submitted that wide meaning
      is to be given to the said provision; as per the amendment court is
      empowered to deliver judgment where admissions of fact have been
      made either in the pleadings or otherwise, whether orally or in writing.
      The appellants have made clear admissions before the court for securing
      favourable orders, with regard to their admission of entering into
B
      agreement to sell and also receipt of Rs.Five crores amount towards the
      part consideration; that balance-sheets and statutory forms which are
      filed under the provisions of the Companies Act, 1956 on behalf of the
      first appellant company, also reveal admissions made by the appellants;
      in the pleadings in the suit filed by Mr. Praveen Kumar Jolly, the appellants
C     have admitted the acceptance of the agreement as entered into, without
      any allegation of tampering and fabrication, without disputing receipt of
      Rs.Five crores, as such there are no grounds to interfere with the
      impugned judgment.
             18. In support of the plea that Order XII Rule 6 of CPC is to be
D     interpreted widely and there is no need to narrow down the meaning
      contrary to its objective, learned senior counsel placed reliance on the
      judgment in the case of Uttam Singh Duggal & Co. Ltd. vs. United
      Bank of India & Ors.8 and also in the case of Karam Kapahi &
      Ors. vs. Lal Chand Public Charitable Trust & Anr.9
E           19. In support of the plea that entries made in the balance-sheet
      and Director’s report of the company are to be construed as admissions,
      reliance is placed on the judgment in the case of Usha Rectifier
      Corporation (India) Limited vs. Commissioner of Central Excise,
      New Delhi 10.

F            20. In support of the plea that an admission made by a party in a
      plaint signed and verified by him may be used as evidence against him in
      other suits, reliance is placed on the judgment in the case of Basant
      Singh vs. Janki Singh & Ors.11. Reliance is also placed by the Division
      Bench of the Delhi High Court on the judgment in the case of Vijaya
      Myne vs. Satya Bhushan Kaura12 wherein the Division Bench of the
G     Delhi High Court has upheld the final order and judgment passed by the

      8
        (2000) 7 SCC 120
      9
        (2010) 4 SCC 753
      10
         (2011) 11 SCC 571
      11
         AIR 1967 SC 341
      12
H        2007 (142) DLT 483
     HARI STEEL AND GENERAL INDUSTRIES LTD. & ANR. v.                           833
        DALJIT SINGH & ORS. [R. SUBHASH REDDY, J.]

learned Single Judge wherein specific performance was ordered relying           A
on certain admissions made by the defendant.
      21. Mr. Basant, learned senior counsel appearing for respondent
No.2, by referring to Order XII Rule 6 of CPC has submitted that power
conferred as per the said provision is not only on application but court
may, on its own, also deliver judgment based on admissions either in the        B
pleadings or otherwise. As such, it is submitted that wide meaning is to
be given to the said provision, having regard to the object and the
intendment of the Rule.
        22. Mr. Dholakia, learned advocate appearing for respondent No.3
has submitted that, several admissions of the appellants are evident from       C
the balance-sheets filed before the Registrar of Companies. It is submitted
that in the absence of any application for revision of balance-sheet, entries
made in such balance-sheets are rightly considered as admissions by the
Division Bench in the impugned judgment. In support of the plea, learned
counsel has relied on the judgment in the case of Rajiv Srivastava vs.
Sanjiv Tuli and another13 and also the judgment in the case of                  D
Thimmappa Rai vs. Ramanna Rai and others14 and the judgment in
the case of Ultramatix Systems Pvt. Ltd. vs. State Bank of India
& Ors.15
       23. Sri Ranjit Kumar, learned senior counsel in rejoinder arguments
has submitted that the admissions referred in the Order XII Rule 6 of           E
CPC must be in the same suit but no application can be entertained
based on admissions alleged to have been made in another suit and also
in criminal proceedings. By referring to the definition of “pleadings” as
defined under Order VI Rule 1 of CPC has further submitted that the
term “otherwise” referred to in Order XII Rule 6 of CPC is for the              F
limited purpose of ‘other than pleadings’ in the suit, but not to enlarge the
scope of the application by covering admissions in other suits and criminal
proceedings.
      24. Sri P.S. Narsimha, learned senior counsel appearing for the
second appellant has submitted that as much as the suit is for specific         G
performance of the agreement and the same is a discretionary and
equitable relief and in a given situation, the court may also refuse grant

13
   AIR 2005 Delhi 319
14
   (2007) 14 SCC 63
15
   (2007) 4 Mh.L.J. 847                                                         H
834                SUPREME COURT REPORTS                         [2019] 6 S.C.R.


A     of decree of specific performance, even if the agreement is held to be
      proved. Learned counsel has placed reliance on the judgment in the
      case of Aniglase Yohannan vs. Ramlatha and Ors.16.
             25. Having heard the learned counsel for the parties, we have
      perused the impugned order and other materials placed on record. The
B     impugned order is passed on an application filed by the respondents-
      plaintiffs, under Order XII Rule 6 of CPC. The said provision under
      Order XII Rule 6 read as under:
               “6.Judgment on admissions.-(1) Where admissions of fact have
               been made either in the pleading or otherwise, whether orally or
C              in writing, the Court may at any stage of the suit, either on the
               application of any party or of its own motion and without waiting
               for the determination of any other question between the parties,
               make such order or give such judgment as it may think fit, having
               regard to such admissions.
D              (2) Whenever a judgment is pronounced under sub-rule (1), a
               decree shall be drawn up in accordance with the judgment and
               the decree shall bear the date on which the judgment was
               pronounced.”
              26. The aforesaid Rule was amended by Act 104 of 1976, by
E     which several amendments were made to the Code of Civil Procedure,
      1908. Earlier to 1976 amendment, judgment on admissions was confined
      only on application in writing. By virtue of the amendment whether
      admissions are oral or in writing, court is empowered at any stage of the
      suit to give judgment on such admissions.

F            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
G     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
      16
H          (2005) 7 SCC 534
  HARI STEEL AND GENERAL INDUSTRIES LTD. & ANR. v.                             835
     DALJIT SINGH & ORS. [R. SUBHASH REDDY, J.]

paid, i.e. Rs. Two crores by way of cheque and Rs.Three crores by way          A
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. 4th respondent herein, 4th
                                                                               B
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 4th respondent and handed over the original            C
agreement dated 3.5.2005 and the receipt to the 4th 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
                                                                               D
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,       E
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
                                                                               F
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        G
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
                                                                               H
836             SUPREME COURT REPORTS                            [2019] 6 S.C.R.


A     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 4th 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
B
      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 2nd appellant are fabricated on pages 3 and
      4 of the agreement, such issues can be resolved only after trial. But
C     same is no ground to deliver judgment on claimed admissions. The learned
      Single Judge has held in paras 41 and 42 of the judgment as under:
              “41.The aforesaid raises a serious dispute as to whether, or not,
            the defendants have actually received the amount of Rs.5 Crores
            under the agreement, as alleged by the plaintiffs, or only Rs.2
D           Crores by cheque as alleged by defendant Nos. 1 to 6. The
            defendants have alleged that the two pages of the agreement,
            which, inter alia, record the receipt of Rs.5 Crores by the
            defendants under the agreement – including Rs.3 Crores in cash,
            have been replaced with pages which bear the forged signatures
            of defendant No.2. On this aspect, additional issues were framed
E           by the Court on 05.05.2010. Since the plaintiffs claim to have
            made cash payments of a very large amount of Rs.3 Crores under
            the agreement, which have been disputed by the defendants, it
            would be for the plaintiffs to prove the same, inter alia, by showing
            the availability of such large amounts of cash with them on the
F           relevant dates. In my view, till those issues are decided – which
            are issues of fact, it cannot be said at this stage with certainty
            whether the agreement dated 03.05.2005 relied upon by the
            plaintiffs is the one entered into between the parties, or not.
            42. It is well-settled that to entitle a plaintiff to a decree on
G           admission, it is essential that the admission made by the defendant
            in respect of the plaintiffs case/claim should be clear and
            unequivocal. In the present case, the only admission made by the
            defendant No.1 to 6 is in relation to their entering into the
            agreement/MOU with the plaintiffs for sale of the suit property;
            the goodwill of South Delhi Toyota, and; the net assets of the said
H
  HARI STEEL AND GENERAL INDUSTRIES LTD. & ANR. v.                                837
     DALJIT SINGH & ORS. [R. SUBHASH REDDY, J.]

       business. It was also agreed that the sale consideration for the           A
       suit property was Rs.49 Crores; for the goodwill of the business
       of South Delhi Toyota was Rs.6.50 Crores and; for the sale of the
       net worth of the business of South Delhi Toyota, the same amount
       was to be transferred to the defendants. To this extent, it could
       be said that there are admissions made by the defendants No. 1
                                                                                  B
       to 6. However, there is a serious dispute as to whether the plaintiffs
       have paid Rs.5 Crores, i.e. Rs.2 Crores by cheque and Rs.3 Crores
       in cash to defendants No.1 to 6, or only Rs.2 crores by cheque.
       This dispute goes to the root of the mater. Unless and until the
       said dispute is resolved in favour of the plaintiffs, no decree for
       specific performance of the agreement can be passed by the Court.          C
       Pertinently, the Court has already framed issues of fact on the
       aforesaid aspect.”
        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      D
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               E
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                F
filed by the 4th 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               G
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 4th respondent and on production of the agreement to sell dated
                                                                                  H
838            SUPREME COURT REPORTS                           [2019] 6 S.C.R.


A     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
B
      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
C     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
D
      parties will have opportunity of adducing evidence and explain their stand.
             29. In the judgment in the case of Himani Alloys Limited vs.
      Tata Steel Limited (supra), nature and scope of Order XII Rule 6 has
      been considered by this Court. In the aforesaid judgment this Court has
      held that the discretion conferred under Order XII Rule 6 of CPC is to
E     be exercised judiciously, keeping in mind that a judgment on admission is
      a judgment without trial which permanently denies any remedy to the
      defendant. Para 11 of the judgment read as under:-
            “11. It is true that a judgment can be given on an “admission”
            contained in the minutes of a meeting. But the admission should
F           be categorical. It should be a conscious and deliberate act of the
            party making it, showing an intention to be bound by it. Order 12
            Rule 6 being an enabling provision, it is neither mandatory nor
            peremptory but discretionary. The court, on examination of the
            facts and circumstances, has to exercise its judicial discretion,
G           keeping in mind that a judgment on admission is a judgment without
            trial which permanently denies any remedy to the defendant, by
            way of an appeal on merits. Therefore unless the admission is
            clear, unambiguous and unconditional, the discretion of the Court
            should not be exercised to deny the valuable right of a defendant
            to contest the claim. In short the discretion should be used only
H
  HARI STEEL AND GENERAL INDUSTRIES LTD. & ANR. v.                            839
     DALJIT SINGH & ORS. [R. SUBHASH REDDY, J.]

      when there is a clear “admission” which can be acted upon. (See         A
      also Uttam Singh Duggal & Co. Ltd. v. United Bank of India
      [(2000) 7 SCC 120] , Karam Kapahi v. Lal Chand Public
      Charitable Trust (2010) 4 SCC 753 : (2010) 2 SCC (Civ) 262]
      and Jeevan Diesels and Electricals Ltd. v. Jasbir Singh Chadha
      [(2010) 6 SCC 601 : (2010) 2 SCC (Civ) 745] .) There is no such
                                                                              B
      admission in this case.”
      30. In the judgment in the case of S.M. Asif vs. Virender Kumar
Bajaj (supra), this Court has held that the power under Order XII Rule
6 of CPC is discretionary and cannot be claimed as a right. It is further
held in the aforesaid case that where the defendants have raised
objections, which go to root of the case, it would not be appropriate to      C
exercise discretion under Order XII Rule 6 of CPC. Para 8 of the
judgment read as under:-
      “8. The words in Order 12 Rule 6 CPC “may” and “make such
      order …” show that the power under Order 12 Rule 6 CPC is
      discretionary and cannot be claimed as a matter of right. Judgment      D
      on admission is not a matter of right and rather is a matter of
      discretion of the court. Where the defendants have raised
      objections which go to the root of the case, it would not be
      appropriate to exercise the discretion under Order 12 Rule 6 CPC.
      The said rule is an enabling provision which confers discretion on      E
      the court in delivering a quick judgment on admission and to the
      extent of the claim admitted by one of the parties of his opponent’s
      claim.”
       31. In the judgment in the case of Balraj Taneja and another
vs. Sunil Madan and another (supra), while considering the scope of           F
Order VIII Rule 10 and Order XII Rule 6 of CPC, this Court has held
that the court is not to act blindly upon the admission of a fact made by
the defendant in the written statement nor should the court proceed to
pass judgment blindly merely because a written statement has not been
filed by the defendant traversing the facts set out by the plaintiff in the
plaint filed in the court.                                                    G
      32. In the aforesaid judgment, while considering the scope of Order
XII Rule 6 of CPC, post amendment by amending Act, 1976 this Court
has held as under:

                                                                              H
840            SUPREME COURT REPORTS                           [2019] 6 S.C.R.


A           “21.There is yet another provision under which it is possible for
            the court to pronounce judgment on admission. This is contained
            in Rule 6 of Order 12 which provides as under:
                “6. Judgment on admissions.—(1) Where admissions of fact
                have been made either in the pleading or otherwise, whether
B               orally or in writing, the court may at any stage of the suit,
                either on the application of any party or of its own motion and
                without waiting for the determination of any other question
                between the parties, make such order or give such judgment
                as it may think fit, having regard to such admissions.
C               (2) Whenever a judgment is pronounced under sub-rule (1) a
                decree shall be drawn up in accordance with the judgment and
                the decree shall bear the date on which the judgment was
                pronounced.”
            22. This rule was substituted in place of the old rule by the Code
D           of Civil Procedure (Amendment) Act, 1976. The Objects and
            Reasons for this amendment are given below:
                “Under Rule 6, where a claim is admitted, the court has
                jurisdiction to enter a judgment for the plaintiff and to pass a
                decree on the admitted claim. The object of the rule is to enable
E               a party to obtain a speedy judgment at least to the extent of the
                relief to which, according to the admission of the defendant,
                the plaintiff is entitled. The rule is wide enough to cover oral
                admissions. The rule is being amended to clarify that oral
                admissions are also covered by the rule.”

F           23. Under this rule, the court can, at an interlocutory stage of the
            proceedings, pass a judgment on the basis of admissions made by
            the defendant. But before the court can act upon the admission, it
            has to be shown that the admission is unequivocal, clear and
            positive. This rule empowers the court to pass judgment and decree
            in respect of admitted claims pending adjudication of the disputed
G           claims in the suit.”
             33. 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
H
  HARI STEEL AND GENERAL INDUSTRIES LTD. & ANR. v.                             841
     DALJIT SINGH & ORS. [R. SUBHASH REDDY, J.]

are tampered and their signatures are fabricated, when specific issue is       A
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
                                                                               B
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 appellants.
        34. Learned counsel for the respondents-plaintiffs Sri Shyam
Divan, relying on the judgment of this Court in the case of Uttam Singh        C
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        D
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      E
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       F
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         G
to be considered with reference to the defence of the appellants during
trial in the suit.
     35. In the judgment in the case of Karam Kapahi & Ors. vs.
Lal Chand Public Charitable Trust & Anr. (supra), this Court has
                                                                               H
842             SUPREME COURT REPORTS                            [2019] 6 S.C.R.


A     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
B
      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
C     CPC.
            36. In the judgment in the case of Usha Rectifier Corporation
      (India) Limited vs. Commissioner of Central Excise, New Delhi
      (supra) relied on by learned senior counsel Sri Shyam Divan, this Court
      has held that entries made in the balance sheets filed on behalf of the
D     company are to be treated as admissions and the appellant cannot turn
      around and take stand, contrary to such admissions but in this case from
      the beginning it is the case of the appellants that the third respondent is
      in connivance with the respondents-plaintiffs.
             37. In this case it is to be noted that the suit was filed on 1.11.2006
E     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
F     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
G     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 alone.
            38. Further it is also to be noted that the suit is for specific
      performance of the agreement of sale. The relief sought is equitable
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  HARI STEEL AND GENERAL INDUSTRIES LTD. & ANR. v.                             843
     DALJIT SINGH & ORS. [R. SUBHASH REDDY, J.]

and discretionary relief. The readiness and willingness on the part of         A
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
                                                                               B
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    C
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
                                                                               D
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. Paras 12 and 13 of the judgment read as under:-
      “12.The basic principle behind Section 16(c) read with Explanation       E
      (ii) 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. The provision imposes
      a personal bar. The Court is to grant relief on the basis of the
      conduct of the person seeking relief. If the pleadings manifest          F
      that the conduct of the plaintiff entitles him to get the relief on
      perusal of the plaint he should not be denied the relief.
      13. Section 16(c) of the Act mandates the plaintiff to aver in the
      plaint and establish the fact by evidence aliunde that he has always
      been ready and willing to perform his part of the contract. On           G
      considering almost an identical fact situation it was held by this
      Court in Surya Narain Upadhyaya v. Ram Roop Pandey 1995
      Supp (4) SCC 542 : AIR 1994 SC 542] that the plaintiff had
      substantiated his plea.”

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844                SUPREME COURT REPORTS                       [2019] 6 S.C.R.


A           The said judgment of this Court also supports the plea of the
      appellants herein.
             39. 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
B     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.
             40. For the aforesaid reasons we are of the view that the High
C     Court fell in error in passing the impugned judgment, decreeing the suit
      by delivering the judgment on the application filed under Order XII Rule
      6 of CPC. The impugned judgment is liable to be set aside. Accordingly,
      the same is set aside, with no order as to costs. Accordingly, the appeal
      is allowed and the impugned judgment dated 2nd August, 2018 rendered
      in FAO(OS) No.268 of 2017 is set aside and the order of the learned
D     Single Judge dated 24th July, 2017 passed in I.A.No.1557 of 2007 is
      restored. Consequently, the aforesaid I.A. No. 1557 of 2007 stands
      dismissed, with no order as to costs.
              41. As it is pleaded that after the impugned order is passed, the
      respondents-plaintiffs have deposited the balance consideration amount,
E     they are entitled for the refund of the same along with accrued interest,
      if any.
              42. We also make it clear that the findings and observations made
      by this Court are confined only for the purpose of the application filed by
      the respondents-plaintiffs under Order XII Rule 6 of CPC and all
F     contentions of the parties are left open and it is open for the High Court
      to record findings on various issues which fall for consideration in the
      suit on its own merits. We also request the High Court to expedite the
      trial in CS(OS) No. 2046 of 2006.

G     Ankit Gyan                                                   Appeal allowed.




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