RAJIV SAHAI ENDLAW, J.

1. The plaintiff has instituted this suit for recovery of Rs. 2,26,00,000/- from the defendant, pleading:

(i) that the defendant was a good friend of one of the Directors of M/s Utsav Safety Systems Pvt. Ltd. (hereinafter called as Company).

(ii) that in the year 2002, the plaintiff was a shareholder in the Company and the defendant was the Managing Director and majority shareholder of the Company.

(iii) that the plaintiff has rendered his services as Director in the Company; however the plaintiff resigned from the Company and at the time of tendering his resignation, demanded the monies towards goodwill qua surrender of rights in the Company from the defendant.

(iv) that the defendant expressed his inability to make any payment to the plaintiff but assured the plaintiff that he will pay as soon as the Company shall start the business.

(v) that in order to give trust and confidence to the plaintiff, the defendant agreed to acknowledge the said promise of payment in writing.

(vi) that the defendant entered into an agreement to pay royalty with the plaintiff.

(vii) that the agreement was named as “Payment of Royalty Agreement” and was executed on 19th Septemb