M/s. Prudhvi Life Sciences Private Limited v. Alopi Shankar Tiwari @Alopi Shankar (died)

IN THE HIGH COURT FOR THE STATE OF TELANGANA

AT: HYDERABAD

HON'BLE SRI JUSTICE K. LAKSHMAN

AND

HON'BLE SRI JUSTICE B.R. MADHUSUDHAN RAO APPEAL SUIT No.83 OF 2026

Date:08-06-2026

Between:

M/s. Prudhvi Life Sciences Private Limited .. Appellant Vs.

Alopi Shankar Tiwari, died per L.Rs. & Others .. Respondents

This Court delivered the following:

J UDGMENT: (Per Hon'ble Sri Justice K. Lakshman) Heard Mr. Hari Sreedhar, learned counsel for the appellant, Mr. A. Venkatesh, learned Senior Counsel representing Mr. N. Naveen Kumar, learned counsel for respondent Nos.3 and 4, Mr. Wahed Khan, learned counsel for respondent Nos.5 to 9 and Mr. S. Ravi, learned Senior Counsel representing Ms. A.T.S.S.P. Vaishnavi, learned counsel for respondent Nos.10 to 13.

2. This appeal is preferred by the appellant - plaintiff under Section - 96 of C.P.C., challenging the order dated 28.10.2025 in I.A. No.923 of 2025 in O.S. No.677 of 2024 passed by learned XV

1

Additional District and Sessions Judge, Rangareddy District at Ibrahimpatnam (Full Additional Charge), rejecting the plaint.

3. The appellant herein is the plaintiff in O.S. No.677 of 2024, while respondent Nos.1 to 5, 14 and 15 are defendant Nos.1 to 7, respectively. During pendency of the said suit, respondent Nos.1 and 2 herein - defendant Nos.1 and 2 died, and their legal representatives were brought on record. Respondent Nos.6 to 9 herein being the legal representatives of deceased respondent No.1 - defendant No.1 are defendant Nos.8 to 11, while respondent Nos.10 to 13 herein being the legal representatives of deceased respondent No.2 herein - defendant No.2 are defendant Nos.12 to 15.

4. For the sake of convenience, the parties are hereinafter referred to as per their ranks in the suit.

5. Originally the plaintiff filed a suit in O.S. No.677 of 2024 against defendant Nos.1 to 7 seeking specific performance in respect of suit schedule property total admeasuring Acs.65.05 guntas in various survey numbers i.e., Acs.18.12 guntas in Survey No.152; Acs.4.12 guntas in Survey No.153; Acs.12.08 guntas in Survey No.180; Acs.5.30 guntas in Survey No.181; Acs.14.00 guntas in

2

Survey No.183 and Acs.12.23 guntas in Survey No.184, situated at Thummaluru Village, Maheshwaram Mandal, Rangareddy District, which is the subject property. He also sought alternative relief of refund of Rs.15,15,00,000/- (Rupees Fifteen Crores and Fifteen Lakhs Only) with interest @ 24% per annum from the respective dates of payment till realization.

6. In the plaint, it is contended by the plaintiff that defendant Nos.1 to 5 are the owners of the land in the aforesaid survey numbers, but they are not in possession of the same and several third parties are in possession of the same since long time.

i) Defendant No.6 - Reddygari Vittal Reddy approached the plaintiff in the month of September, 2014 stating that defendant Nos.1 to 5 agreed to transfer the suit schedule property in his favour or his nominee at the rate of Rs.23,00,000/- (Rupees Twenty Three Lakhs Only) per acre, if he is able to get possession from third parties at his costs. Accordingly defendant No.6 initially entered into a settlement with Mr. G. Maisaiah, who was in possession of Acs.10.00 in Survey No.152 and obtained a registered Agreement of Sale-cum-General Power of Attorney in favour of his nominee (defendant No.7) by

3

paying substantial amount. Thereafter, defendant No.6 could not settle the claims of other third parties in respect of remaining lands of suit schedule property as they were demanding huge amounts. Defendant No.6 was not in a position to raise funds and accordingly approached the plaintiff and offered to get sale deeds executed in his favour in respect of suit schedule property, if, he agreed to make necessary payments to settle the claims of remaining third parties.

ii) The plaintiff after consulting with defendant Nos.1 to 5 and on receiving a confirmation from them regarding the proposal of defendant No.6, and after finalization of terms, when plaintiff requested defendant Nos.1 to 5 to execute an agreement in the name of plaintiff by joining defendant No.6 also as party, defendant Nos.1 to 5 informed that initially the authorized agent of defendant Nos.1 to 5 would execute a letter confirming the sale price and that it was the obligation of the plaintiff to get the land measured to find out the exact extent available on the ground. Thereafter, on payment of half of the sale price, they would execute an agreement. Accordingly, defendant Nos.1 to 5 through their authorized agent, Mr. Venkat Reddy, executed a letter on 02.10.2014 agreeing to transfer their right,

4

title and interest in the land admeasuring Acs.60.00 guntas at the rate of Rs.23.00 lakhs per acre. No time limit was prescribed in the said letter for performance of said contract as time was not essence of contract in view of various problems.

iii) Accordingly, on the request of defendant No.6, the plaintiff paid several amounts to him and to defendant Nos.1 to 5 towards part of sale consideration by way of cheques/demand drafts/online transfer etc., the details of which are as under:

5

iv) Thus, in all, the plaintiff spent Rs.19,35,00,000/-, whereas, defendant Nos.1 to 7 received an amount of Rs.15,15,00,000/-. Despite making major amount out of the total sale consideration by the plaintiff and despite its requests, defendant Nos.1 to 5 did not come forward for execution and registration of sale deed. On the other hand, they were trying to sell the suit schedule property to third parties at higher rate. Therefore, to avoid the delay, without issuing notice, the plaintiff filed the aforesaid suit.

7. After entering their appearance, defendant Nos.1 to 5 filed an application under Order - VII, Rule - 11 of CPC, vide I.A. No.923 of 2025 in O.S. No.677 of 2024, to reject the plaint on the following grounds:

i. They never entered into any oral agreement with the plaintiff, nor executed any agreement of sale in its favour and no document is filed to that effect. In fact, the plaintiff is a stranger to them and so also Mr. B. Maisaiah.

6

ii. In paragraph No.1 of the plaint, plaintiff states that defendant Nos.1 to 5 are the owners of land to an extent of Acs.87.125 guntas, whereas in the suit schedule property, it is mentioned as Acs.65.05 guntas. Thus, the plaintiff itself is uncertain as to how much land is owned by defendant Nos.1 to 5.

iii. The plaintiff did not make the third parties as defendants in the suit, when it is its contention that third parties are in possession of the suit schedule property.

iv. They are also disputing the payments made in the form of cheques/demand drafts;

v. There was no continuous readiness and willingness as envisaged under Section - 16 (c) of the Specific Relief Act.

vi. There is no jural relationship between defendant Nos.1 to 5 and Mr. Venkat Reddy.

vii. They are unaware as to what transpired in between the plaintiff and Mr. Ponnala Ravichander and his wife Ponnala Anitha.

8. The plaintiff filed counter opposing the aforesaid application contending as follows:

7

i. The counter and written statement filed by defendant Nos.1 to 5 clearly establish that Mr. V. Venkat Reddy is their agent.

ii. Various payments made by the plaintiff to defendant Nos.1 to 5 through defendant No.6 falsify the contention of defendant Nos.1 to 5.

iii. The written statement of defendant Nos.1 to 5 coupled with bank statement of plaintiff clearly establishes that they received Crores of rupees from it through defendant No.6.

iv. The contentions raised by defendant Nos.1 to 5 in the application filed under Order - VII, Rule - 11 of CPC or in the written statement cannot be the basis for entertaining the application to reject the plaint.

9. Vide impugned order dated 28.10.2025, learned trial Court allowed the aforesaid I.A. No.923 of 2025 holding that: i) suit is bad for non-joinder of necessary parties; ii) plaint is constructed on fictitious facts and illusion of cause of action; iii) suit is not maintainable on sham document, which is executed without the names of vendors and purchaser and without schedule property; iv) there is no proper offer and acceptance between the parties; v) suit is barred

8

by limitation; and iv) plaint is defective and incapable of obtaining a decree for specific performance.

10. Challenging the aforesaid order, the plaintiff filed the present appeal.

11. In view of the aforesaid rival contentions, it is apposite to refer to the purport of Order - VII, Rule - 11 of CPC. It deals with 'rejection of plaint' and the same is extracted as under:

"11. Rejection of plaint.— The plaint shall be rejected in the following cases:—

(a) where it does not disclose a cause of action;

(b) where the relief claimed is undervalued, and the plaintiff, on being required by the Court to correct the valuation within a time to be fixed by the Court, fails to do so;

(c) where the relief claimed is properly valued, but the plaint is returned upon paper insufficiently stamped, and the plaintiff, on being required by the Court to supply the requisite stamp-paper within a time to be fixed by the Court, fails to do so;

(d) where the suit appears from the statement in the plaint to be barred by any law;

(e) where it is not filed in duplicate;

(f) where the plaintiff fails to comply with the provisions of rule 9:

9

Provided that the time fixed by the Court for the correction of the valuation or supplying of the requisite stamp-paper shall not be extended unless the Court, for reasons to be recorded, is satisfied that the plaintiff was prevented by any cause of an exceptional nature from correcting the valuation or supplying the requisite stamp-paper, as the case may be, within the time fixed by the Court and that refusal to extend such time would cause grave injustice to the plaintiff."

12. The Hon'ble Supreme Court in Dahiben v. Arvindbhai Kalyanji Bhanusali (GAJRA)¹ had an occasion to deal with the object of Order - VII, Rule - 11 (a) and (d) of CPC and rejection of plaint and also nature of enquiry to be made by the Court while deciding an application filed under Order - VII, Rule - 11 (a) of CPC. In the said case, the defendant filed an application under Order - VII, Rule - 11 (a) and (d) to reject the plaint on the ground that the suit was barred by limitation and no cause of action has been disclosed in the plaint. Sale deed was executed on 02.07.2009 and the suit was filed on 15.12.2014. The cause of action as per the averments of the plaint therein had arisen when defendant No.1 therein had issued 'false' or 'bogus' cheques to the plaintiffs in 2009. The suit for cancellation of

10

the sale deed dated 02.07.2009 could have been filed by 2012, as per Articles - 58 and 59 of the Limitation Act, 1963. The suit was filed on 15.12.2014, which was barred by limitation.

13. Considering the said facts, the trial Court rejected the plaint filed by the plaintiff by allowing the application filed under Order - VII, Rule - 11 (d). The High Court confirmed the said order passed by the trial Court. On consideration of the said facts and also purport of Order - VII, Rule - 11 of CPC, the Apex court held that in view of Order - VII, Rule - 14 of CPC, documents filed along with plaint are to be taken into consideration for deciding the application under Order - VII, Rule - 11 (a) of CPC. When a document referred to in the plaint, forms the basis of the plaint, it should be treated as part of the plaint. In exercise of power under Order - VII, Rule - 11 of CPC, Court would determine if the assertions made in the plaint are contrary to statutory law, or judicial dicta, for deciding whether a case for rejecting the plaint at the threshold is made out. At this stage, the pleas taken by the defendant in the written statement and application for rejection of the plaint on the merits, would be irrelevant, and cannot be adverted to, or taken into consideration.

11

14. The Apex Court further held that the test for exercising the power under Order - VII, Rule - 11 of CPC is that if the averments made in the plaint are taken in entirety, in conjunction with the documents relied upon whether the same would result in a decree being passed.

15. The Apex Court also relied on the principle laid down by it in decision in Liverpool & London S.P. & I Asson. Ltd. v. M.V. Sea Success I², wherein it was held that whether a plaint discloses a cause of action or not is essentially a question of fact. But, whether it does or does not must be found out from reading the plaint itself. For the said purpose, the averments made in the plaint in their entirety must be held to be correct. The test is as to whether if the averments made in the plaint are taken to be correct in their entirety, a decree would be passed.

16. The Apex Court considered the principle laid down by it in

Hardesh Ores (P) Ltd. v. Hede & Co.³, to the effect that it is not permissible to cull out a sentence or a passage, and to read it in isolation. It is the substance, and not merely the form, which has to be

12

looked into. The plaint has to be construed as it stands, without addition or subtraction of words. If the allegations in the plaint prima facie show a cause of action, the court cannot embark upon an enquiry as to whether the allegations are true in fact. The said principle was also reiterated in D. Ramachandran v. R.V. Janakiraman⁴.

17. The Apex Court also held that if on a meaningful reading of the plaint, it is found that the suit is manifestly vexatious and without any merit, and does not disclose a right to sue, the court would be justified in exercising the power under Order - VII Rule - 11 CPC. The power under Order - VII Rule - 11 CPC may be exercised by the Court at any stage of the suit, either before registering the plaint, or after issuing summons to the defendant, or before conclusion of the trial. The said principle was also laid down by the Apex Court in Saleem Bhai v. State of Maharashtra⁵.

18. In Azhar Hussain v. Rajiv Gandhi⁶, the Apex Court further held that once issues are framed, the matter must necessarily go to trial.

13

19. The provision of Order - VII Rule - 11 of CPC is mandatory in nature. It states that the plaint "shall" be rejected if any of the grounds specified in clauses (a) to (e) are made out. If the court finds that the plaint does not disclose a cause of action, or that the suit is barred by any law, the court has no option, but to reject the plaint.

"Cause of action" means every fact which would be necessary for the plaintiff to prove, if traversed, in order to support his right to judgment. It consists of a bundle of material facts, which are necessary for the plaintiff to prove in order to entitle him to the reliefs claimed in the suit.

20. In T. Arivandandam v. T.V. Satyapal⁷, Apex Court held that if on a meaningful nor formal reading of the plaint, it is manifestly vexatious, and meritless, in the sense of nor disclosing a clear right to sue, the Court should exercise its power under Order VII Rule 11 of CPC, taking care so as to see that ground mentioned therein is fulfilled. And, if clever drafting has created the illusion of a cause of action, it should be nipped in the bud.

14

21. In ITC Ltd. v. Debts Recovery Appellate Tribunal⁸, the Apex Court held that law cannot permit clever drafting which creates illusions of a cause of action. What is required is that a clear right must be made out in the plaint.

22. The Apex Court further held that if, however, by clever drafting of the plaint, it has created the illusion of a cause of action, it should be nipped in the bud, so that bogus litigation will end at the earliest stage. The Court must be vigilant against any camouflage or suppression, and determine whether the litigation is utterly vexatious, and an abuse of the process of Court as held by the Apex Court in

Madanuri Sri Rama Chandra Murthy v. Syed Jalal⁹.

23. In Rajendra Bajoria v. Hemant Kumar Jalan¹⁰, the Apex Court relying on the principle laid down by it in Dahiben

(supra), held that when the Court is of the view just by reading the plaint alone and assuming the averments made in the plaint to be correct that none of the reliefs claimed can be granted in law since the plaintiffs are not entitled to claim such reliefs, the Court should reject the plaint as disclosing no cause of action. The reliefs claimed in a

15

plaint flow from and are the culmination of the cause of action pleaded in the plaint. The cause of action pleaded and the prayers made in a plaint are inextricably intertwined.

24. In Church of Christ Charitable Trust and Educational Charitable Society, rep.by its Chairman v. Ponniamman Educational Trust, rep.by its Chairperson/Managing Trustee¹¹, wherein the date of Agreement of Sale is not mentioned in the plaint, considering Forms 47 and 48 of Appendix 'A' of CPC, the Apex Court held that failure to mention the date violates the statutory requirement and if the date is one which attracts the bar of limitation, the plaint has to confirm to Order - VII Rule - 6 and specifically plead the ground upon which exemption from limitation is claimed. The Apex Court found fault with the pleadings of the plaint in the said case and held that there was shortfall in the plaint averments and statutory provisions, namely, Order - VII Rule - 11, Rule - 14 (1) and Rule - 14 (2), Forms 47 and 48 in Appendix A of the CPC which are statutory in nature. The Apex Court also held that the learned Single Judge of the High Court has correctly concluded that in the absence of any cause of action shown as against the first defendant therein, the

16

suit cannot be proceeded either for specific performance or for the recovery of money advanced which according to the plaintiff was given to the second defendant in the suit and rightly rejected the plaint as against the first defendant.

25. Referring to the principle laid down in T. Arivandandam

(supra) and other judgments in Indian Evangelical Lutheran Church Trust Association v. Sri Bala & Co.¹², the Apex Court held that the Court while dealing with an application filed under Order - VII, Rule - 11 of CPC, has to read the whole plaint and any particular plea is not to be considered. The averments in the plaint as a whole have to be seen to find out whether Clause - (d) of Rule - 11, Order - VII of CPC is applicable. The relevant facts which need to be looked into for deciding an application thereunder are the averments in the plaint which are germane. The pleas taken by the defendant either in the affidavit filed in support of an application filed under Order - VII, Rule -11 of CPC or in the written statement would be wholly irrelevant at that stage. Under Order - VII, Rule -11 of CPC, the Court has to take a decision looking at the pleadings of the plaintiff

17

only and not on the rebuttal made by the defendant or any other material produced by the defendant.

26. It is apt to note that Forms 47 and 48 in Appendix 'A' of CPC are statutory in nature with regard to the claim filed for the relief of specific performance. The Court has to satisfy that the plaint discloses cause of action and does not appear to be barred by any law. The statutory forms require the date of agreement to be mentioned to reflect that it does not appear to be barred by limitation. In a suit for specific performance, there should be an agreement by the defendant or by a person duly authorized by a Power of Attorney executed in his favour by the owner.

27. Order - VII, Rule - 14 of CPC mandates that the plaintiff has to produce documents on which cause of action is based.

28. In the light of the aforesaid principle, coming to the facts of the case on hand, according to the plaintiff, defendant Nos.1 to 5 are the owners of land admeasuring Acs.18.12 guntas in Survey No.152; Acs.4.12 guntas in Survey No.153; Acs.12.08 guntas in Survey No.180; Acs.5.30 guntas in Survey No.181; Acs.14.00 guntas in Survey No.183 and Acs.12.23 guntas in Survey No.184, situated at

18

Thummaluru Village, Maheshwaram Mandal, Rangareddy District, and the suit schedule properties are part of the same. Defendant Nos.1 to 5 are not in possession of the suit schedule property. The suit schedule property is in the possession of several third parties, who are in possession since long time.

29. It is further contended by the plaintiff that defendant No.6 approached the plaintiff in the month of September, 2014 stating that defendant Nos.1 to 5 agreed to transfer the suit schedule property in favour of defendant No.6 or his nominee, as the case may be, at the rate of Rs.23,00,000/- per acre, if defendant No.6 is able to get possession from third parties at his costs. Accordingly, acting on the said agreement, defendant No.6 initially entered into a settlement with Mr. G. Maisaiah, who was in possession of Acs.10.00 in Survey No.152 and obtained a registered Agreement of Sale-cum-General Power of Attorney in the name of defendant No.7 by paying substantial amount. Defendant No.6 could not settle the claims of other third parties, who are in possession of remaining lands out of suit schedule property as they were demanding huge amounts. Defendant No.6 was not in a position to raise funds and offered to get

19

sale deeds in respect of suit schedule property executed in the name of plaintiff, if the plaintiff made necessary payments to settle the claims of the persons, who are in possession of the suit schedule property apart from paying sale consideration to defendant Nos.1 to 5.

30. It is further contended by the plaintiff that the plaintiff after consulting with defendant Nos.1 to 5 and confirming the aforesaid facts, defendant Nos.1 to 5 agreed for the aforesaid proposal of defendant No.6. After finalization of terms, when the plaintiff asked defendant Nos.1 to 5 to execute an agreement in the name of plaintiff by joining defendant No.6 also as a party, defendant Nos.1 to 5 informed the plaintiff that initially the authorized agent of defendant Nos.1 to 5 would execute a letter confirming the sale price and the obligation of the plaintiff to get the land measured to find out the exact extent available on the ground. Thereafter, on payment of half of the sale price, they would execute an agreement. Accordingly, defendant Nos.1 to 5 through their authorized agent, Mr. Venkat Reddy (Defendant No.6) executed a letter on 02.10.2014 agreeing to transfer their right, title and interest of defendant Nos.1 to 5 in the land admeasuring Acs.60.00 guntas. As they were not aware of the

20

exact extent available on the ground and possessors were not allowing them to enter into the land even for survey out of the suit survey numbers, no time limit was prescribed in the letter for performance of said contract, as the time was not essence of contract in view of various problems stated above.

31. It is further stated that the plaintiff on the request of defendant Nos.1 to 5 paid several amounts not only to defendant Nos.1 to 5 for the purpose of bringing the persons who are in possession of suit schedule property for settlement, but also paid several amounts to defendant Nos.1 to 5 towards part of sale consideration. After making some payments to the persons in possession of the suit land, the land available on the ground was measured roughly and it was found that the available land is approximately Acs.65.05 guntas in the suit survey numbers.

32. Thus, the aforesaid pleadings would reveal that defendant Nos.1 to 5 are not in possession of the suit schedule property. In fact, the plaintiff is not in position of stating the exact extent of land owned by defendant Nos.1 to 5 including suit survey numbers. There is no

21

mention that defendant Nos.1 to 5 have authorized defendant No.6 to negotiate with plaintiff with regard to their land.

33. In the letter dated 02.10.2014 said to have been issued by defendant No.6, it is mentioned that total land admeasuring in Survey Nos.152, 153, 181, 183, 184 and 180 is Acs.60.00; agreed to pay Rs.23.00 lakhs per acre and accordingly gave the aforesaid land. Therefore, they have to pay 50% of the amount and obtain agreement of sale and authorized to get the land measured. One Mr. P.H. Krishna Reddy and Mr. K. Ravinder Reddy are shown as witnesses. In the said letter, dated 02.10.2014, there are no names as to whom the said letter was addressed. In the said letter, there is no mention that defendant No.6 is the owner of Acs.60.00 guntas of land in the aforesaid survey numbers. There is no mention that it was addressed to the plaintiff. Moreover, there is no mention that defendant Nos.1 to 5 authorized defendant No.6 to issue such letter for sale of Acs.60.00 guntas of land in the aforesaid survey numbers @ Rs.23.00 lakhs per acre. Basing on the said letter, the plaintiff filed the present suit. In fact, the plaintiff's name is also not mentioned in the said letter.

22

34. It is the specific contention of defendant Nos.1 to 5 that defendant No.6 has no authorization or power of attorney to represent them. Defendant Nos.1 to 5 neither gave power of attorney nor authorization in favour of defendant No.6 to enter into an agreement of sale with the plaintiff either orally or in writing. They have not given any authorization to defendant No.6 to issue the alleged letter dated 02.10.2014.

35. As stated above, the plaintiff did not file any agreement or power of attorney executed by defendant Nos.1 to 5 in favour of defendant No.6 to enter into an agreement of sale with the plaintiff. In a suit for specific performance, there should be an agreement by the defendant or by a person duly authorized by the owner of the property by way of executing a power of attorney. In the present case, there is no agreement between defendant Nos.1 to 5 and the plaintiff, and there is no agreement or power of attorney executed by defendant Nos.1 to 5 in favour of defendant No.6 to issue letter dated 02.10.2014. Except stating that defendant Nos.1 to 5 orally agreed to transfer suit schedule property in favour of defendant No.6 @ Rs.23.00 lakhs per acre, there is no other document.

23

36. In paragraph No.3 of the plaint, the plaintiff stated that defendant Nos.1 to 5 through their authorized agent, Mr. V. Venkat Reddy (Defendant No.6), executed letter dated 02.10.2014, agreeing to transfer the right, title and interest of defendant Nos.1 to 5 in the land admeasuring Acs.60.00 guntas of land @ Rs.23.00 lakhs per acre. They have neither filed any authorization nor GPA said to have been executed by defendant Nos.1 to 5 in favour of defendant No.6.

37. As discussed above, in paragraph No.12 of the plaint, the plaintiff stated that it has paid Rs.12,10,00,000/- to defendant Nos.1 to 5 directly on various dates through cheques/demand drafts and Rs.45,00,000/- through Agent of defendant Nos.1 to 5 i.e., V. Venkat Reddy (Defendant No.6) and his wife on the oral instructions of defendant Nos.1 to 5. Thus, in all, defendant Nos.1 to 5 received an amount of Rs.12,55,00,000/- i.e., more than 83% of the sale consideration. But, the plaintiff company failed to obtain any document including authorization, if any, executed by defendant Nos.1 to 5 in favour of defendant No.6. Without verifying the same and the title of defendant Nos.1 to 5 in respect of suit schedule

24

property and also without conducting due diligence, the plaintiff cannot pay the aforesaid huge amounts to defendants.

38. It is also apt to note that the plaintiff is seeking a direction to defendant Nos.1 to 5 to execute and register a regular sale deed in respect of suit schedule property in the name of plaintiff by receiving balance sale consideration. Alternatively, it also sought for refund of Rs.15,15,00,000/- with interest @ 24% per annum. There is no whisper with regard to execution of any agreement of sale either oral or written in the entire plaint or in the letter dated 02.10.2014. Thus, according to defendant Nos.1 to 5, there is no valid and subsisting agreement to perform an act, and there is no cause of action.

39. Mr. S. Ravi, learned Senior Counsel appearing for respondent Nos.10 to 13, placing reliance on Section - 21 of the Companies Act, 2013, would contend that the said Section mandates the manner in which documents or proceedings requiring authentication by a Company, or contracts made by or on behalf of a Company, must be executed. The Act, 2013 does not provide for oral agreements. Failure to submit authorization and to mention about the full particulars of signatory in the cause title is another lacuna. The

25

cause title shows that there is no Board Resolution or authorization given in favour of the person, who signed the plaint.

40. In the light of the said submission, perusal of record would reveal that in the cause title of the plaint, it is mentioned that M/s. Prudhvi Life Sciences Private Limited represented by its Managing Director. There is no mention with regard to the name of the said Managing Director and other particulars. He has not filed any document to show that there is board resolution in his favour to file the suit. He has also not filed memorandum of articles of association to show that the Managing Director has power to file the said suit on behalf of the plaintiff.

41. In Dahiben (supra), the Apex Court held that under Order - VII Rule - 11 of CPC, a duty is cast on the Court to determine whether the plaint discloses a cause of action by scrutinizing the averments in the plaint, read in conjunction with the documents relied upon, or whether the suit is barred by any law. While considering an application filed under Order - VII, Rule - 11 of CPC, the Court has to consider the contents of the plaint and documents filed along with the plaint. Court cannot consider the contents of written statement or

26

contents of the affidavit filed in support of the application filed under Order - VII, Rule - 11 of CPC. In the present case, the facts are very strange and peculiar. The plaintiff cleverly drafted the plaint by mentioning the cause of action which is illusory.

42. To seek specific performance of an agreement, plaintiff has to necessarily mention all the details in the plaint including the right of the persons who are executing agreement of sale over the subject property and the person who signed the agreement of sale. Forms 47 and 48 in Appendix -A of CPC, are statutory in nature with regard to the claim filed for the relief of specific performance. The statutory Forms requires the date of agreement to be mentioned to reflect that it does not appear to be barred by limitation. In a suit for specific performance, there should be an agreement by the defendant or a person duly authorized by a power of attorney executed in his favour by the owner of the land. In the present case, the plaintiff did not mention the said details including date of agreement of sale said to have been executed by defendant Nos.1 to 5. At the cost of repetition, as discussed above, even the letter dated 02.10.2014 said to have been issued by defendant No.6 does not refer to the said details.

27

43. Article - 54 of the Limitation Act says the limitation for filing of a suit for specific performance is three (03) years. It has two limbs i.e., (i) if the contract specifies a date, the three (03) year period starts on that date; (ii) if no date is fixed, the three-year period begins when the plaintiff has noticed that the defendant has refused the performance. In the present case, first of all, there is no agreement between the plaintiff and defendant Nos.1 to 5 and there is no date mentioned. Even then, the plaintiff filed the present suit on 14.08.2019, contending that on 10.08.2019, defendant Nos.1 to 5 orally refused to execute and register sale deed after receiving balance sale consideration. The said cause of action is illusory and the plaintiff drafted the plaint cleverly.

44. There is no privity of contract between the plaintiff and defendant Nos.1 to 5. The plaintiff failed to establish that defendant Nos.1 to 5 have been authorized to issue alleged letter dated 02.10.2014 by defendant No.6. Without mentioning the said aspects specifically, the plaintiff cannot seek specific performance of agreement of sale.

28

45. In the light of the aforesaid discussion, it is apt to note that in Saleem Bai vs. State of Maharashtra¹³, Apex Court held that if, on a meaningful reading of the plaint, it is found that the suit is manifestly vexatious, and without any merits, and does not disclose a right to sue, the Court would be justified in exercising the power under Order VII, Rule 11 of CPC. The Court must be vigilant against any camouflage or suppression and determine whether the litigation is utterly vexatious, and an abuse of process of Court.

46. In Ananthula Sudhakar vs. P. Buchi Reddy (dead) by L.Rs.¹⁴, Apex Court held that where the plaintiff is in possession, but his title to the property is in dispute, or under a cloud, or where the defendant asserts title thereto and there is also a threat of dispossession from defendant, the plaintiff will have to sue for declaration of title and the consequential relief of injunction. Where the title of the plaintiff is under a cloud or in dispute and he is not in possession or not able to establish possession, necessarily the plaintiff will have to file a suit for declaration, possession and injunction.

29

47. In Ram saran vs. Smt. Gangadevi¹⁵and The Executive Officer, Arulmigu Chokkanatha Swamy Koil Trust, Virudunagar vs. Chandran¹⁶, Apex Court held that mere suing for declaration without seeking relief of possession is barred and the plaintiff having been found not to be in possession and having only sought for declaratory relief, the suit was clearly not entertainable.

48. As discussed supra, at the cost of repetition, to file a suit for specific performance execution of agreement is mandatory. The plaintiff has to mention the date of agreement in the plaint and also in the Form No.47 and 48 of Appendix - A of CPC, which are statutory in nature. It is also apt to note that the contract under the said agreement should be a legal and valid contract.

49. Section 10 of the Indian Contract Act, 1872, deals with agreements that are contracts. It says all the agreements are contracts if they are made by the free consent of parties competent to contract, for a lawful consideration and with a lawful object, and or not thereby expressly declared to be void.

30

50. Terms of contract can be read and enforced only in consonance with law, as held by Apex Court in Balakrishna S. Dalwale vs. Vittalbai C. Rathode¹⁷.

51. In Narayanamma and another vs. Sri Govindappa and others¹⁸, three Judge Bench of Supreme Court held that although illegality is not pleaded by the defendant nor is relied upon by him by way of defence, yet the court itself, upon the illegality appearing upon the evidence, will take notice of it, and will dismiss the action ex turpi causa non oritur actio. No polluted hand shall touch the pure fountain of justice. Where parties are concerned in illegal agreements or other transactions, courts of equity following the rule of law as to participators in common crime will not interpose to grant any relief, acting upon the maxim in pari delicto potior est conditio defendetis et possidentis.

52. In Immani Appa Rao and others vs. Gollapalli Ramalingamurthy and others¹⁹, A three Judge Bench of Apex Court held that if the decree is granted in favour of the plaintiff on

31

the basis of the illegal agreement which is hit by a statute, it will be rendering an active assistance of the Court in enforcing an agreement which is contrary to law.

53. As discussed supra, in the present case, there is no agreement between defendant Nos.1 to 5, land owners and plaintiff with regard to sale of the suit schedule property. There is no agreement between plaintiff and defendant No.6. There is no authorization, authorizing defendant No.6 or power of attorney executed by defendant Nos.1 to 5 to sell the suit schedule property to the Plaintiff. In the absence of the same, the plaintiff cannot file a suit for specific performance.

54. As discussed supra, at the costs of repetition, according to the plaintiff, defendant Nos.1 to 5 are owners of the suit schedule property and that they are not in possession of the same since long time. Third parties are in possession of the suit schedule property. Therefore, defendant No.6 approached the plaintiff in the month of September, 2014 stating that Defendant Nos.1 to 5 agreed to transfer the suit schedule property in favour of Defendant No.6 or

32

his nominee, as the case may be, at the rate of Rs.23 Lakhs per acre, if Defendant No.6 is able to get possession from third parties at his costs. Therefore, plaintiff cannot contend that it has negotiated with defendant No.6 and entered into a contract. In fact, the said contract is not a legal contract. Admittedly, Defendant Nos.1 to 5 are not in possession of the suit schedule property and third parties are in possession of the same. Therefore, necessarily, the third parties are proper and necessary parties to the said suit and plaintiff has to seek recovery of the same. Any decree passed in the absence of third parties who are in possession of the suit schedule property, would definitely effect their rights.

55. It is also apt to note that plaintiff had filed a statement of account to contend that it has obtained Demand Drafts in the name of Defendant Nos.1 to 5 and paid the same to them towards part of sale consideration. But it has not filed the same before the trial Court.

56. Sri S.Ravi, learned Senior counsel appearing for respondent Nos.10 to 13 contended that plaintiff did not mention

33

the name of the Managing Director in the cause title. It has not filed its memorandum of articles of association to show that Managing Director is authorized to represent the plaintiff company. Plaintiff did not file Board Resolution to show that Board of Directors of plaintiff company authorized Managing Director to file suit on behalf of the plaintiff. He has also placed reliance on Section 21 of the Companies Act, 2013 which deals with authentication of documents, proceedings under contracts, it is relevant and it is extracted below:-

21. Save as otherwise provided in this Act:-

a) a document or proceeding requiring authentication by a company, or

b) contracts made by or on behalf of a company, may be signed by any key managerial personnel or an officer of the company duly authorized by the Board in this behalf.

57. In the light of the said submission, it is apt to note that trial court has numbered the suit and also entertained it. Having entertained the said suit, trial Court cannot reject the plaint on the said ground. However, it is a triable issue and curable defect and it is not fatal. The said principle was also laid down by the apex Court in United Bank

34

of India vs. Naresh Kumar²⁰. The said aspect cannot be considered while rejecting the plaint.

58. It is apt to note that plaintiff is a private limited company. It is claiming that it has purchased the suit schedule property from the defendants basing on the oral agreement and a letter dated 02.10.2014 said to have been issued by Defendant No.6 by paying huge amount. It has to verify the documents properly, conduct due diligence with regard to the ownership of the subject property. It cannot contend that that it has purchased the property basing on oral agreement.

59. The jurisdiction to order specific performance of a contract is based on the existence of a valid and enforceable contract. The law of contract is based on the ideal of freedom of contract and it provides the limiting principles within which the parties are free to make their own contracts. Where a valid and enforceable contract has not been made, the Court will not make a contract for them. Specific performance will not be ordered if the contract itself suffers from some defect which makes the contracts invalid or unenforceable. The discretion of the Court will be there, even though the contract is

35

otherwise valid and enforceable and it can pass a decree of specific performance even before there has been any breach of the contract. It is, therefore, necessary first to seek whether there has been a valid and enforceable contract and then to seek the nature and obligation arising out of it. The contract, being foundation of the obligation, the order of specific performance is to enforce that obligation. The said principle was also laid down by the Apex Court in Mayavanthi vs. Kousalyadevi²¹

60. In the said judgment, Apex Court further held that if a contract is to be made, the intention of the offerree to accept the offer must be expressed without leaving room for doubt as to the fact of the acceptance or to the coincidence of the terms of the acceptance with those of the offer. The rule is that the acceptance must be absolute, and must correspond with the terms of the offer. If the two minds were not ad idem in respect of the property to be sold, there cannot be said to have been a contract for specific performance. If the parties themselves were not ad idem as to the subject matter of the contract, the court cannot order specific performance.

36

61. It was further held that if specific performance of a contract is the actual execution of contract, according to its stipulation and terms, and courts direct the party in default to do the very thing which he contracted to do. The stipulation and terms of the contract have, therefore, to be certain and the patties must have been consensus ad idem. The burden of showing the stipulations and the terms of the contract and that the minds were ad idem is, of course, on the plaintiff. If the stipulations and terms are uncertain, and the parties are not ad idem, there can be no specific performance, for there was no contract at all.

62. As discussed supra, in the present case, there is no contract/agreement between the defendant Nos.1 to 5, land owners, and the plaintiff. According to the plaintiff, there was an oral agreement between the plaintiff and Defendant No.6 on 02.10.2014, pursuant to which Defendant No.6 had issued letter dated 02.10.2014 but the plaintiff has filed the said suit only on 14.08.2019. Therefore, it is barred by limitation.

63. As discussed supra, on consideration of contents of the plaint and documents filed along with the plaint, if the Court comes

37

to a conclusion that the litigation is vexatious and an abuse of process of law, it can reject the plaint either suo-moto or on an application filed under Order VII Rule 7 of CPC. Court can nip the bud at the initial stage so that vexatious litigation will end at the earliest stage.

64. Therefore, on consideration of the said aspects only, learned trial Court allowed the said application filed by defendant Nos.1 to 5 under Order - VII, Rule -11 of CPC vide I.A. No.923 of 2025 and rejected the plaint. It is a reasoned order and well-founded. There is no error in it. The plaintiff also failed to make out any ground to interfere with the order under challenge. Thus, this appeal is liable to be dismissed.

65. The present Appeal is accordingly dismissed. In the circumstances of the case, there shall be no order as to costs. As a sequel thereto, miscellaneous petitions, if any, pending in the appeals shall stand closed.

___________________________

LAKSHMAN, J

____________________________

B.R. MADHUSUDHAN RAO, J

08^th June, 2026

vvr

38