S. B. SINHA, J. : - This appeal is directed against a judgment and order dated 29 -1 -1998 passed by the Calcutta High Court in Second Appeal No. 8870 1991 affirming the judgment and order dated 29 -6 -1990 passed by the learne Asstt. District Judge, Ghatal, District Midnapore, West Bengal in Title Appe No. 74 of 1989 whereby and whereunder an appeal against the judgment date 31 -8 -1989 passed by the learned Munsif, Ghatal, District Midnapore, Wes Bengal in Title Suit No. 133 of 1985 was dismissed.

2. The basic fact of the matter is not much in dispute. Respondent 2 herein (the Company) is a company registered and incorporated under the Companies Act, 1956. The said Company held and possessed the suit property situated in the district of Midnapore in the State of West Bengal. It intended to sell the said property. Respondents 1 and 2 having come to know of the said intention on the part of the Company entered into an agreement for sale thereof, wherefor a sum of Rs. 6000 was paid to the Company by way of advance. The balance amount was to be paid within a period of fourteen months. As the title of respondent 2 in respect of the said property was not clear, the Company instituted a suit again some persons who were claiming title thereover on or about 22 -5 -1971. The said suit was marked as Title Suit No. 110 of 1971. In the said suit a compromise petition was filed on 3 -4 -1979 which having been accepted by the Co concerned, a consent decree was passed on the basis thereof on 3 -5 -1979. Respondent 1 thereafter issued several letters dated 12 -11 -1979, 11 -1 -1980,5 -1 1981 and 8 -10 -1984 asking the Company to execute and register a sale deed i his favour. The Company in response thereto had all along been assuring respondent 1 that it would do so.

3. By a letter dated 16 -3 -1985, one of the Directors of respondent 2 Company assured respondent 1 that no apprehension should be entertained by respondent 1 that the contract between him and the Company would not be honoured. However, on 21 -8 -1985, the Company refused to execute and register a deed of sale in favour of respondent 1 on the plea that the same became barred by limitation.

4. A suit for specific performance of the said agreement for sale dated 18. 4 -1971 was filed in the Court of Munsif, Ghatal, District Midnapore, West Bengal which was marked as Title Suit No. 133 of 1985. It is not in dispute that not only had the appellant herein filed a caveat in the said suit, it purchased the said property on 13 -11 -1985 i.e. during pendency thereof. Even in the deed of ale executed in favour of the appellant by the Company the factum of the said suit being pending in the Court had specifically been mentioned.

5. Before the learned trial Judge, inter alia the following contentions were raised on behalf of the appellant:

(i) The agreement for sale was not enforceable as the provisions of sections 46 and 48 of the Companies Act had not been complied with. (ii) It was not established that respondent 1 had all along been ready and willing to perform his part of the contract.

(iii) The suit was barred by limitation.

6. As regards the contention that in executing the said agreement the provisions of sections 46 and 48 of the Companies Act had not been complied with, the learned trial Judge held that as all the Directors of the Company were parties to the said agreement, the said provisions are not attracted. The plea that respondent 1 was not ready and willing to perform his part of the contract was also held to have been waived. The plea of limitation was also negatived.

7. The appeal preferred there against was also dismissed by the first appellate Court.

8. In the second appeal preferred by the appellant herein, it does not appear that any substantial question of law was framed by the High Court as was mandatorily required under section 100(4) of the Code of Civil Procedure. However, a learned Single Judge of the Court dealt with all the