The central legal point established in the judgment is the importance of adhering to the provisions outlined in the Articles of Association regarding share transfers and appointment of Directors.

Rajiv Sharma, J.

1. This Regular Second Appeal has been instituted against Judgment and Decree dated 24.11.2015 rendered by the learned Additional District Judge-I, Solan, District Solan, Himachal Pradesh in Civil Appeal no. 123-S/13 of 2012.

2. "Key facts" necessary for the adjudication of the present appeal are that the respondent-plaintiff (hereinafter referred to as 'plaintiff' for convenience sake) filed a suit for declaration and permanent prohibitory injunction under Sections 34 and 38 of the Specific Reliefs Act, against the appellant-defendant (hereinafter referred to as 'defendant' for convenience sake). According to the averments as made in the plaint, M/s Chander Tal Hotel is a private limited concern. Plaintiff is the Director of the same. Plaintiff is owner-in-possession of the suit land as detailed in plaint, in the capacity of Director of the company. Shri Devinder Singh Kanwar, husband of the plaintiff transferred the above said land in the name of M/s Chander Tal Hotel Company after seeking due permission from the State Government. Defendant was a good friend of the husband of the plaintiff. He approached for employment, therefore, Devinder Singh Kanwar appointed him as a Manager of the Company to look after affairs of M/s Chander Tal Hotel. Shri Devinder Singh was suffering from cancer. He could not recover from the ailment. He died in the year 2004. After the death of Devinder Singh Kanwar, plaintiff inducted her son as one of the Directors of the Company. Plaintiff became suspicious and asked about the progress of work from the defendant. Plaintiff was surprised that no development work was done on the site and defendant pretended himself to be the Director of the company. He was going to alienate the suit land to some other person. Defendant did not have any lawful authority to deal with the affairs of the company. It was in these circumstances that the civil suit was filed.

3. Suit was contested by the defendant. Defendant admitted that Shri Devinder Singh Kanwar was one of the Directors of the Company. Suit land was in his name before transferring in the name of the Company. Company was formed on 29.4.1992. Devinder Singh transferred the suit land in the name of M/s Chander Tal Hotel after obtaining permission of the State Government. It was decided in the meeting of the Company held on 2.5.1992 that land was to be purchased by the Company from Devinder Singh Kanwar. The value of land was assessed at Rs.7.00 Lakh and consideration was paid. On 4.5.1992, meeting of the Company was held and resolution was passed that Additional Directors were to be appointed along with defendant as one of the Additional Directors. Husband of the plaintiff transferred the entire share of Rs.70,000/- to the defendant. He denied that the defendant came for employment. It is also denied that on 11.5.1992, defendant was appointed as Manager of the Company and authorized to sign documents on behalf of the Company. It is averred that Shri Devinder Singh has sold his entire shares to defendant and other Directors of the Company, and has retired from the company. He was not pretending to be the Director of the Company.

4. Replication was filed by the plaintiff. Issues were framed by the learned Civil Judge (Junior Division) on 28.10.2010. Learned trial Court decreed the suit as per judgment and decree dated 19.11.2012. Defendant filed an appeal before the Additional District Judge-I, Solan. He also dismissed the appeal on 24.11.2015. Hence, this Regular Second Appeal.

5. The Regular Second Appeal was taken for final hearing at the admission stage.

6. Mr. G.D. Verma, learned Senior Advocate on the basis of substantial questions of law framed has vehemently argued that the suit was barred by limitation. Learned Courts below have misconstrued oral as well as documentary evidence and have failed to consider the minutes of the meetings dated 2.5.1992, 4.5.1992 and 11.5.1992. He has also argued that his client was a bona-fide purcha