R.R.K. Trivedi, J.

1. Aggrieved by the judgment and decree dated 23-10-1992 passed by learned 5th Additional District Judge, Kanpur Nagar, in Original Suit No. 537 of 1984, four defendants have preferred this appeal. By the impugned decree, the aforesaid suit seeking specific performance of the agreement to sell dated 12-6- 1984 has been decreed against defendants appellant Nos. 1 to 4 and defendant respondent No. 4 M/s. Kanpur Exports (Pvt.) Ltd., hereinafter referred to as the Company (which was defendant No. 1 in the suit ). The subject-matter of dispute was a house bearing municipal number 7/169, constructed over a freehold plot No. 22, measuring 2978 sq. yards, situate in block B, Scheme No. 7, Gutaiyya, Swaroop Nagar, Kanpur.

2. PLEADINGS of the parties and the facts of the case have already been mentioned in detail in the impugned judgment. However, certain facts which appear necessary to appreciate the most contentious issues between the parties are being detailed hereunder:

Kanpur Improvement Trust, Kanpur, on 23-12-1936 allotted a plot of land bearing No. 22, situate in Block B, in Guttaiyya Scheme No. 7, in favour of one Kanhaiyalal Mishra. The allotment was on lease for 99 years with an. . . . (sic)of the plot of land by payment of double the rent therein reserved for 12 consecutive years. Aforesaid Kanhaiyalai Mishra transferred the plot by registered sale-deed dated 23-4- 1937 in favour of Shanti Narain Verma. Option to purchase had already been exercised by the previous owner. The full price including interest was paid by Shri Shanti Narain Verma and an endorsement to this effect was made on 17-6-1949. Shanti Narain Verma thereafter got a plan approved and constructed various buildings on the aforesaid plot. Shanti Narain Verma in his turn transferred this property in favour of appellant Nos. 1 and 2 with a condition and stipulation that he may have the property reconveyed in this very condition after paying the amount of sale consideration and expenses of the sale-deed together with interest at the rate of 15% per annum and the cost of improvement, if any, incurred by the vendees within a period of one year, vide sale-deed dated 24th February,. 1979. In the sale-deed appellant Nos. 1 and 2 described themselves in the following words: "in favour of Smt. Pushpa Devi Saraf, adult wife of Sri Mohal Lal Saraf and Shri Mohan Lal Saraf, adult son of late Shri Rameshwar Das Saraf, resident of 24/53, Bairahna Road, Kanpur, as promoter/director of M/s. Kanpur Exports (Pvt.) Ltd., (Proposed), hereinafter called the Vendees, which expres sion, unless repugnant to the context, shall include and mean their respective heirs, successors, representatives, administrators, executors and assigns of the party of the second part. "

3. THE company actually came in existence on being registered under the Companies Act on 19-6-1979. THE Company thereafter filed Original Suit No. 267 of 1980 against Shanti Narain Verma. In this suit the plaintiff Company filed plaint through its directors Mohan Lai Saraf and Smt. Pushpa Devi Saraf, appellant Nos. 2 and 1 respectively (in this appeal) and the relief sought was as under : A decree declaring that the plaintiff are the absolute owner in possession of the entire premises No. 7/169, Swaroop Nagar, Kanpur, fully described and detailed at the foot of the plaint and also at the foot of the sale-deed dated 24-2-1979 and defendants their heirs, representatives etc. have no right, title or interest of any sort in the aforesaid property nor they have any right to get the property reconveyed as per terms of the sale-deed dated 24-2-1979. In this suit Shanti Narain Verma filed written statement wherein he admitted execution of the sale-deed and he further expressed that he wants to live with his son residing in U. S. A. and further he does not want to exercise his option to get the property reconveyed. Mohan Lai Saraf appeared as a witness and corroborated the case of the Company. THE suit was d