1. ' This is a suit for Specific Performance filed by Messrs United Bank Limited praying as under:- specific performance by the defendant of his contract dated 30-12-1970 to purchase from the plaintiff 22,950 shares of Chenab Textile Mills Ltd. At Rs,229,500 with premium at 10 per cent per annum.
2. IN THE ALTERNATIVE: ' an order be passed that the above-said shares be sold in the market and paid amount which may be remaining due from the Defendant, being the difference of the sale price in the market and the purchase price being Rs,229,500 as well as premium of 10% per annum be paid by the defendant to the plaintiff with interest at 14% per annum with quarterly rests from the date of the suit till payment:
(2) costs of the suit; and
(3) any other/further/additional relief or reliefs which the Hon'ble Court may deem fit and proper in the circumstances of the case.
3. ' The facts of the case are that the defendant was a Promoter/Managing Director of the Defendant Chenab Textile Mills Limited (hereinafter called the Company) who was desirous of issuing capital to the extent of Rs,35,00,000 to the public by inviting applications for allotment of shares of Rs,10.
4. The said Company approached the former Commerce Bank. Ltd., (hereinafter called the defunct- bank) which was merged with the plaintiff bank for under writing the shares of the Company to the extent of 350,000 shares. Consequently, as agreement dated 22-2-1971, was executed between the Company and the defunct-bank and two other financial institutions. Another Agreement dated 20- 12-1970, was entered into between the plaintiff and the defendant, whereby the defendant undertook to re-purchase from the defunct bank the share of the said Company which the said Bank will have to subscribe in terms of under writing agreement within three years from date of allotment at 10% premium every year. When the purchase of shares of the said Company was floated, the public subscribed to the capital of the Company to the extent of Rs,26,97,000 only. As a result, the said defunct-bank was called upon to under write shares of the value of Rs,229,428.
5. Accordingly the defunct bank remitted an amount of Rs,229,500 to the Company for allotment of the shares 22,950 in the said Company. However out of margin in the sum of Rs,100,000 deposited by the defendant vide agreement dated 30-12-1970 a sum of Rs,68,850 was deducted by the defunct-bank and the balance amount was duly credited to the defendant's account maintained at their branch at Lahore. It is averred that in terms of Agreement dated 30-12-1970, the defendant is bound to purchase 22,950 shares of the said Company from the plaintiff with 10% premium every year.
6. ' The defendant was duly served and filed his written statement in which a number, of legal pleas were also raised, namely, that the suit is barred under section 21 of the Specific Relief Act and the plaint is liable to be rejected under Order 7, Rule 11, C.P.C. Further, the suit is barred by time as the claim of the plaintiff is based upon an agreement dated 30-12-1970 and the suit was filed after over 6 years 7 months and 6 days. In this context, it is also alleged that the entire allotment of shares was concluded on 22nd. June, 1971. On merits, it is contended by the defendant that the agreement was executed by him in his personal capacity as Promoter of the Company and therefore he is not liable. It is also averred that agreement dated 22-2-1971 supersedes previous agreement entered into between the parties. On the basis of the pleadings the following issues were framed.
(1) "Whether the suit is barred under section 21 of the Specific Relief Act?
(2) Whether the suit is barred by time?
(3) Whether the agreement dated 22-2-1971 entered between the Chenab Textile Mills and the defendant alongwith the others supersedes all the previous agreement entered into between the plaintiff and the defendant including the agreement dated 30-12-1970?
(4) What the Decree should be?
7. The Plaintiff adduced their evidence, which has gone unrebutted. Neither the defendant nor his counsel were present. The plaint has been verified on oath. On the perusal of documents on record, the plaintiff have established their claim. According to Mr. Mansoorul Arfin the defendant was bound to purchase the shares within three years of the date of allotment which was after 15th June, 1971 and as such the cause of action arose after June, 1974. The suit was filed on 6-8-1977 which was the opening day after long summer vacations starting from June, 1977, he filed a copy of notification which states that the Court vacation started from 6th June, 1977 to 6th August, 1977. The defendant's objection that the suit is barred under section 21 of Specific Relief Act is vague and is not supported from the record before me.
8. ' I accordingly pass a decree as prayed. .