Sandeep Sharma, J.

1. Instant Civil Suit has been instituted by the plaintiff, Himachal Pradesh State Industrial Development Corporation Limited (for short ‘H.P.S.I.D.C. Ltd.’), a Government Company within the meaning of Section 617 of Companies Act, 1956 against the defendants, claiming a decree for a sum of Rs.40,20,631/- with future interest.

2. Defendant No.1 is a Private Limited Company, whereas defendants No.2 to 4 are its Guarantors. Defendant No.5-Himachal Pradesh Financial Corporation, who is a proforma defendant, stood ex-parte on 21.7.2004.

3. Aforesaid suit came to be filed on behalf of plaintiff-Company through Shri Pawan Kumar Bali, Manager Project (Legal), who is authorized by Managing Director of plaintiff-Company to sign, verify plaint, institute suit on behalf of the plaintiff-Company and to appoint advocate etc. for prosecuting the suit. Plaintiff pleads that defendant No.1 made an offer of Rs.96 lacs to the proforma defendant No.5 to purchase the taken over assets of M/s. RKB Herbals (P) Ltd., village Shillu Patta Road, Parwanoo, District Solan, H.P. Aforesaid offer made on behalf of defendant was finalized in favour of defendant No.1 for a sum of Rs.96 lacs only for the entire taken over assets of M/s. RKB Herbals (P) Ltd. The plaintiff and proforma defendant No.5 had pari-passu and joint charge on the assets of M/s. RKB Herbals (P) Ltd.

4. The averments made in the plaint further reveal that plaintiff-Company had given a term loan of Rs.52.54 lacs to M/s. RKB Herbals (P) Ltd. and in this regard requisite documents were executed by it on 10.2.1983, 7.4.1986, 17.11.1988 & 22.6.1987. Since M/s. RKB Herbals (P) Ltd. failed to pay the term loan, property/assets in question came to be taken over by plaintiff and proforma defendant No.5. Offer of defendant No.1 to purchase the entire taken over assets of M/s. RKB Herbals (P) Ltd. at a value of Rs.96 lacs was accepted by the plaintiff and proforma defendant No.5 and as such hypothecated/mortgaged assets of M/s. RKB Herbals (P) Ltd. were sold to the defendant No.1 for Rs.96 lacs. As per averments contained in the plaint, defendant No.1 paid Rs.24 lacs against total sale consideration of Rs.96 lacs and for payment of balance amount executed an agreement.

5. Plaintiff has pleaded that as per agreement of purchase dated 30.3.1994, executed interse parties, out of balance sale price of Rs.72 lacs, the plaintiffs were to receive Rs.47.37 lacs and proforma defendant No.5 was to receive Rs.24.63 lacs. Defendant No.1 agreed to pay the balance sale price to the plaintiff and defendant No.5 in ten half yearly installments commencing from 10.4.1995. It is further averred by the plaintiff that the aforesaid amount was to be repaid by 10.10.1999 in the following manner:-

	HPSIDC Plaintiff	HPFC Proforma Defendant No.5	Date of payment
i.	Rs.4,73,700/-	2,46,300/-	10.04.1995
ii.	Rs.4,73,700/-	2,46,300/-	10.10.1995
iii.	Rs.4,73,700/-	2,46,300/-	10.04.1996
iv.	Rs.4,73,700/-	2,46,300/-	10.10.1996
v.	Rs.4,73,700/-	2,46,300/-	10.04.1997
vi.	Rs.4,73,700/-	2,46,300/-	10.10.1997
vii.	Rs.4,73,700/-	2,46,300/-	10.04.1998
viii.	Rs.4,73,700/-	2,46,300/-	10.10.1998
ix.	Rs.4,73,700/-	2,46,300/-	10.04.1999
x.	Rs.4,73,700/-	2,46,300/-	10.10.1999
	Rs.47,37,000/-	Rs.24,63,000/-

6. Plaintiff further averred that the defendant agreed to pay interest on the balance purchase amount @ 17.5% with six monthly rests. It is further averred in the plaint that for securing the payment of the balance sale consideration and interest thereon, defendant No.1 executed purchase agreement on 30.3.1994 with respect to payment of Rs.72 lacs with the plaintiff and proforma defendant No.5 jointly.

7. Plaintiff further averred that defendants No.2 to 4 stood guarantee with respect to the balance sale consideration of the agreement date