REVA KHETRAPAL, J

1. The facts leading to the filing of the aforementioned suit for specific performance, declaration and mandatory injunction are that the Plaintiff No.1 – Mr. Ishwar Dayal Kansal entered into an Agreement to Sell dated 9th February, 2005 with the erstwhile Defendant Company – The Khas Joyrampur Colliery Co. P. Ltd. through its authorised representative – Mr. Ramajee Dwivedee, in respect of a Farm House situated at Village Bijwasan, New Delhi together with the easements and appurtenants attached thereto, fixtures, fittings and movable assets, for a total sale consideration of Rs. 7,35,00,000/-(Rupees Seven Crore and Thirty Five Lacs Only) [hereinafter referred to as “Surabhi Farm House”]. The Plaintiff No.1 made part payment of Rs. 1,10,00,000/-(Rupees One Crore and Ten Lacs Only) to the Defendant Company vide cheque No.050556 dated 9th February, 2005 drawn on IDBI Bank, K.G. Marg, New Delhi at the time of the execution of the said Agreement to Sell and the balance of Rs. 6,25,00,000/-(Rupees Six Crore and Twenty Five Lacs Only) was payable by the Plaintiff No.1 at the time of the completion of sale formalities by the Defendant Company which was agreed to be done by 30th April, 2005 [Clause 1(b) of the Agreement to Sell]. By virtue of Clause 9 of the said Agreement, it was agreed that the Plaintiff No.1 has the option to get the sale formalities completed in favour of his nominee, and if the plaintiff No.1 so desired, the Defendant Company shall have no objection in executing the documents of transfer of the said Surabhi Farm House in favour of the said nominee. Since, at the relevant time, in Delhi, selling of any Farm House or Agricultural Land required a No Objection Certificate (NOC) from the Competent Authority without which no registration of Sale Deed could take place, it was agreed that the Defendant Company would apply and obtain No Objection Certificate (NOC) from the Competent Authority for the transfer of the said Surabhi Farm House and shall provide the said NOC/Permission/Sanction from the Competent Authority to the Plaintiff No.1, and thereafter on completion of sale formalities, the Plaintiff No.1 will make payment of the balance sale consideration of Rs. 6,25,00,000/-to the Defendant Company. Clause 4 of the Agreement to Sell is apposite, which stipulated that in case the Defendant Company failed to provide NOC from the Competent Authority by or before 30th April, 2005, then both the parties will find a mutually acceptable way to complete the transaction and to transfer the suit property in favour of the Plaintiff No.1.

2. Plaintiff alleges that the Defendant Company applied for NOC on 24th March, 2005, which was not pursued by the Defendant Company with the Competent Authority. When Plaintiff No.1 did not receive any information regarding the NOC from the Defendant Company, the Plaintiff No.1 met Mr. Dwivedee on 18th April, 2005 and 26th April, 2005, and was informed that the NOC was still pending with the Tehsildar Office. It is pleaded that when NOC was not received by the Plaintiff No.1 from the Defendant Company, the Plaintiff No.1 wrote a letter dated 29th April, 2005 asking the Defendant Company to find a mutually acceptable way to transfer Surabhi Farm House to him in terms of Clause 4 of the Agreement. On 3rd May, 2005, Plaintiff No.1 again telephoned Mr. Dwivedee invoking Clause 4 of the Agreement, and on 4th May, 2005 Plaintiff No.1 sent a letter confirming the telephonic conversation of 3rd May, 2005 and requesting for a meeting to sort out the issue. In the meanwhile, on 2nd May, 2005 the NOC was issued to the Defendant Company, but Plaintiff No.1 on 5th May, 2005 received a letter dated 30th April, 2005, cancelling the Agreement on the pretext that the Board of the Defendant Company had not approved of the said Agreement and, therefore, they were sending a demand draft of Rs. 1,10,00,000/-drawn on UTI Bank in return of the part consideration paid by the Plaintiff No.1 on 9