- (1.) THE instant first appeal has been preferred by the appellants against the judgment and decree dated 01.02.2012 passed by the Upper Civil Judge (Senior Division), Lucknow in Regular Suit No.89 of 1998 (Ramesh Bhai Jaga Bhai Patel and another Vs. U.P. State Industrial Development Corporation Ltd. & others).
(2.) BRIEF facts giving rise to the appeal are that on 25.10.1994 in a meeting held by the Principal Secretary, Heavy Industries, Government of U.P., Lucknow, an agreement was arrived at whereupon respondent no.1 agreed to transfer all the equity shares held by it in respondent no.4 to the appellant or his nominee at 10% of the face value and transfer all the preference shares in respondent no.4 to the appellant or its nominee at 25% of the face value. The meeting was attended by respondent no.1 and the Managing Director of respondent no.4, who is representative of appellant no.1. Appellant no.1 or its nominee repaying the loans advanced by respondents no.1 and 4 to the extent of 10% of the total value in full and final settlement of the entire amount.
(3.) CONSEQUENTLY , it was agreed between the parties that : - i. Respondent no.1 would transfer all the 4,35,033 equity shares of respondent no.4 held by it, in favour of appellant no.1 and/or his nominee(s) at 10% of the face value i.e. at a purchase price of Rs.4,35,033/ - for all the 4,35,033 equity shares. ii. Respondent no.1 would transfer all the 7666 preference shares of respondent no.4 held by it, in favour of appellant no.1 and/or his nominee(s) at 25% of the face value i.e. at a purchase price of Rs.1,91,650/ - for all the 7666 preference shares. iii. Appellant no.1 and/or his nominee(s) would ensure the payment of a total sum of Rs.8,56,590.00 being 40.79% of Rs.21 Lakhs to respondent no.1 in full and final settlement of all the dues owed by respondent no.1 to respondent no.4. The aforesaid agreement was considered and ratified by the Board of Directors of respondent no.1 in its meeting held on 12.12.1994 as was communicated by them vide their letter dated 6.01.1995. Thus, in accordance with the agreement, appellant no.2 as the nominee of appellant no.1 infused respondent no.4 in order to pay financial institutions and respondent no.1's institution. Respondent no.1 initially received a sum of Rs.9.00 Lakhs only and Rs.1,46,350/ - towards payment for 7888 preferential shares of Rs.1,91,650/ - and the unsecured loan of Rs.8,54,700/ - vide demand drafts dated 23.11.1994 drawn on the State Bank of Indore and payable at Kanpur. Respondent no.1 in terms of the agreement encashed the demand draft. Appellant No.2 paid a further sum of Rs.4,35,033/ - to respondent no.1 vide demand draft dated 30.12.1994 drawn on State Bank of Indore payable at Kanpur towards the entire agreed price for the purchase of 4,35,033 equity shares of respondent no.4 held by respondent no.1.Respondent no.1 vide its letter dated 6.1.1995 acknowledged the receipt of the aforesaid amount and also called upon the parties to remit a further sum of Rs.1,890/ - being the balance amount payable towards the full settlement of the unsecured loan, which amount was also duly paid to and received by respondent no.1.;