Judgment B.M. Lal, J. 1. These three analogous First Appeal are directed against a common judgment and decree dated 31-7-1981, passed by III Additional District Judge Kanpur arising out of three original suits Nos. viz. 83 of 1973, 278 of 1974 and 208 of 1975 filed by the appellants/plaintiffs M/s. Patiala Flour Mills Co. Ltd. Patiala (hereinafter referred to as the appellant) against the U.P. State Industrial Corporation Ltd. Kanpur (subsequently changed von enclature U.P. State Industrial Development Corporation Ltd. Kanpur. for short the Corporation). To be more specific it may be stated that First Appeal No. 492 of 1981 arises out of original suit No. 83 of 1973. First Appeal No. 489 of 1981 arises out of original suit No 278 of 1974 and the First Appeal No. 490 of 1981 arises out of original suit No. 208 of 1975. Trial Court consolidated all the three aforesaid original suits and dismissed the same by the common judgment and decree dated 31-7-1981. 2. In all the aforesaid three original suits main relief claimed by the appellant is that a decree for specific performance of contract entered into between the parties vide agreement dated 6-4-1966 (Ext P-13) may be passed and/or any other order which the Court may deem fit and proper under the circumstances of the case may be passed. CASE OF THE APPELLANT In short the case of the appellant against the defendant/respondent no 1 is as under ;- M/s. Patiala Flour Mills Co. Ltd. Patiala is a subsidary Co. of Modi Group of Industries incorporated under the Companies Act, 1956. M/s. Modipon Ltd Modinagar, defendant/respondent no. 2 in all the aforesaid three appeals, is also a Company incorporated under the Companies Act 1956. The Modi Group of Industries foated a Company namely M/s. Modipon Ltd referred to above. It was incorporated with an object to manufacture reyon. nylon and other staple fibres. It was to be set up in collaboration with M/s. Rohm and Hass Company, U.S.A. The authorised capital of the Company was Rs. 10 Crores but the issued capital was Rs. 2 Crores, against 20 Lakhs equity share of Rs. 10/- each. The foreign collaborator M/s. Rohm and Hass subscribed 8 lakhs shares of worth Rs. 80 Lakhs. The Modi group of Industries and their associates subscribed shares worth Rs. 61,20.000/-. The shares worth Rs. 10 Crores but the issued capital was Rs. 2 Crores, against 20 Lakhs equity share of Rs. 10/- each. The foreign collaborator M/s. Rohm and Hass subscribed 8 lakhs shares of worth Rs. 80 Lakhs. The Modi group of Industries and their associates subscribed shares worth Rs. 61,20.000/-. The shares worth Rs. 58.80 Lakhs (49 per cent of the issued shares) were offered to the public as per clause 19 of Rule 57 of the Rules framed under the Securities Contract (Regulation) Act 1956 (hereinafter referred to as the Rules and Act respectively). These shares worth Rs. 58.80 lakhs were to be under written and the Modis including respondent No. 2 approached the Corporation to underwrite the whole public Issue of Rs. 58.80 lakhs. The Corporation, however, could not underwrite, more than 20 per cert of the issued equity shares capital (i.e. more than Rupees forty lakhs in the instant case since issued equity shares Capital was Rs. 2 crore without the approval of the Government. Detailed negotiations continued between the Directors of the Modies, respondent No. 2. Corporation and the Government Ultimately the Corporation informed Sri K.N. Modi of the Modi Group and the respondent no. 2 that, it was favourably inclined towards their request to underwrite the whole issue of Rs. 58.80 lakhs. It was agreed in principle that in case the public failed to subscribe to the shares, then the Modi Group will be bound to buy back these shares worth Rs. 18.80 lakhs after the expiry of three years from the date of start of the factory because the Corporation wanted to limit its subscription to maximum of 20 per cent of the Issued Equity shares capital i.e. Rs. 40 lakhs in case the public failed to subscribe to the Issued shares. The shares were thrown open far public subscription on 12th March 1966 and the offer was closed on 24th March 1966. On the close of the offer it was found that the public subscribed only 451,50 shares of the face value of Rs. 10/- each totolling Rs. . 4151,500/- The Corporation subscribed the balance shares of Rs. 54,28,500/-, Thereafter, the contract was to be entered into between M/s. Modi Pon Ltd., the respondent no. On the close of the offer it was found that the public subscribed only 451,50 shares of the face value of Rs. 10/- each totolling Rs. . 4151,500/- The Corporation subscribed the balance shares of Rs. 54,28,500/-, Thereafter, the contract was to be entered into between M/s. Modi Pon Ltd., the respondent no. 2 and the Corporation but .when it was pointed out that M/s. Modi Pon Ltd., the respondent No. 2 could not be a party to the transaction for the purchase of its own shares; M/s. Patiala Flour Mills Co. Ltd a subssidary Company of the Modi Group entered into an agreement dated 18-4-1966 (Ext. P-13) with the Corporation, at the behest of M/s Modi Pon Ltd. Under the aforesaid Agreement Corporation agreed to sell 1,88.000 shares of the face value of Rs 10/- each totalling a sum of Rs. 18.80 Lakhs to effect transfer after the expiry of 3 years of the start of the production or 5 years from the date of fist subscription whichever is earlier. It was also agreed upon interalia that the price of the shares would be the amount invested by the Corporation plus interest at the rate 8½% per annum to be calculated from the date of investment. It was also agreed upon that penal interest at the rate 12% per annum will be payable as damages in the event the appellant commits default by not purchasing the shares within the stipulated time. The plant of M/s. Modipon Co. was commissioned in March 1968. On 21st January 1970 Mr. R.B. Gujarmal Modi wrote a letter to the Corporation asking it to retransfer these shares to the Mills of the face value of Rs. 4 lakhs as per the agreement dated 18th April 1966 (Exbt. P-13). But the Corporation did not sell back the scares as per this agreement because by that time market value of the shares had gone up. By letter dated 20th May 1970 and from time to time by subsequent letters. Corporation Informed the appellant that it has decided not to sell the shares to the appellant, which gave rise to the cause of action for filing aforesaid suits and as such the appellant filed aforesaid three original suits for specific performance of the contract against the respondents. CASE OF CONTESTING RESPONDENT NO. 1. 3. Corporation Informed the appellant that it has decided not to sell the shares to the appellant, which gave rise to the cause of action for filing aforesaid suits and as such the appellant filed aforesaid three original suits for specific performance of the contract against the respondents. CASE OF CONTESTING RESPONDENT NO. 1. 3. In short the case of the contesting respondent No. 1 resisting the claim of appellant is as under :- The Modie approached the Corporation to underwrite shares worth Rs. 58.80 lakhs The Corporation agreed to underwrite these shares up to the extpert of worth Rs. 40 lakhs outright but for the balance shares worth Rs. 18.80 lakhs it desired to be excused as the same was not possible without permission of the Government However, the appellant succeeded in getting permission granted from the Government for the Corporation to underwrite shares worth Rs. 18.80 lakhs also. By letter dated 8-1-1966 (Exbt. 8), Modis made offer to the Corporation to underwrite these shares. By letter dated 13-1-1966 (Exbt. 9) Corporation accepted the offer of appellant. By letter dated 21-1-1966 (Ext 10), the appellant agreed to enter into the agreement dated 16-4-1966 (Exbt P-13). The Corporation as such accepted the offer of the appellant on the condition that Modis will purchase these shares from the Corporation in case the Corporation desires to sell them. Besides this the respondent no. 1 resisted the claim of appellant on other grounds interalia : A. It was not a concluded contract. B. It was barred by the Specific Relief Act. C. It was barred by Securities Contract (Regulation) Act. D. It was barred by section II08-A and 108-B of the Companies Act. E. It was against public policy. F. It was a contract from the purchase of movable property and the contract for the buying of shares which could not be specifically enforced. 4. Considering relevant pleadings of respective parties, trial court framed following issues : 1-a. Whether the suit is under valued ? 1-b Whether the court fee paid is Insufficient ? 2. Whether Shri K.N. Modi has been authorised by a resolution of the plaintiff Company to sign and verify the plaint ? 3. Whether Sri K. N. Modi was Director of Plaintiff Company at the time of filing of the suit ? 4. 1-b Whether the court fee paid is Insufficient ? 2. Whether Shri K.N. Modi has been authorised by a resolution of the plaintiff Company to sign and verify the plaint ? 3. Whether Sri K. N. Modi was Director of Plaintiff Company at the time of filing of the suit ? 4. Whether the agreement dated 18-4-1966 between parties is void and not enforceable under section 20 of the Securities Contracts (Regulations) Act, 1956 and rules framed under the said Act ? 5. Whether the suits for Specific performance are not maintainable in view of section 14 of the Specific Relief Act ? 6. Whether the agreement dated 18-4-1966 is vague, ineffective and incapable of specific performance ? 7. Whether the clauses 1 and 2 of the agreement dated 18-4-1966 do not amount to concluded agreement for reasons stated in para 1 (ii) and (iii) of the written statement ? 8. Whether clause 2 of the agreement dated 18-4-1966 is not enforceable for reasons stated in paras 23, 32 and 33 of the written statement ? 9. Whether there is concluded agreement dated 18-4-1966 between the parties regarding shares of Rs. 18.8 lakhs or any part thereof ? 10. Whether the suit as framed is not maintainable ? 11. Whether the agreement relied upon is against public policy and is liable to fall on the ground ? 12. To what relief if any, is the plaintiff entitled ? 13. Whether Specific Performance of contract could not be claimed in part ? If so, whether the later two suits are under-valued and court fee paid is insufficient ? 14. Whether the provisions of section 20 of the Specific Relief Act stand attracted to the fasts of this case alleged by defendant No. 1 ? Its effect ? 15. Whether the plaintiff can avoid the provisions of section 108-A and 108-B of the Companies Act, 1956 for reasons indicated in paras 32-B, 32-C, 32-D, 32-E. 32-F and 32-G of the plaint ? FINDINGS OF TRIAL COURT ON THE ISSUES Trial Court decided issue No. 1(a) and 1(b) as preliminary issue by order dated 7-4-71 and held that the suit is neither under valued nor the court fee paid is insufficient. 5. Trial Court decided Issue No. 2 and 3 together in affirmative, in favour of plaintiff and held that the resolution of the Board of Directors (Exht. 5. Trial Court decided Issue No. 2 and 3 together in affirmative, in favour of plaintiff and held that the resolution of the Board of Directors (Exht. 1) shows that Sri K.N. Modi was not only its Director but had also been authorised to file and prosecute suit with regard to the purchase of the shares of the Modipon Ltd. of the face value of Rs. 188 lakhs. 6. Regarding issues no. 4 and 5, Trial Court held that the contract was hit by the Securities Contract (Regulation) Act 1956 and the suits for specific performance are not maintainable in view of section 14 of the Specific Relief Act, 1963. So far as issues no. 6, 7, 8 and 9 are concerned. Trial Court clubbed these issues together and held that the agreement dated 18-4-1966 is not vague, ineffective or incapable of (specific performance, of the contract and farther held that the Corporation had agreed to transfer shares of the Modipon Company of the face value of Rs. 18.8 lakhs in favour of the Mills in the event of their remaining unsubscribed by the public, and that it incorrect that the agreement merely enabled the Mills to offer to purchase the shares and the Corporation under the terms of the agreement is under no obligation to sell them as there was no concluded agreement. 7. Regarding issue No. 10, 11 and 12 Trial Court held that the suits as framed are maintainable and further held that in view of decision on Issue No. 4 and 15 against the plaintiff, relief claimed by the plaintiff are not granted on the ground of public policy and as such plaintiff is not entitled to any relief. 8. As regards Issue No. 13, Trial Court decided it as preliminary issue by order dated 8-11-1977 in favour of the appellant and held that the relief for specific performance of contract can be claimed in part and the two suits filed later on are not under valued and the Court fee paid was proper. On Issue No. 14 Trial Court held that It is inequitable to enforce specific performance and on Issue No. 15 Trial Court held that plaintiff is not entitled to purchase the shares in question under Section 108-A of the Companies Act without prior approval of the central Government. On Issue No. 14 Trial Court held that It is inequitable to enforce specific performance and on Issue No. 15 Trial Court held that plaintiff is not entitled to purchase the shares in question under Section 108-A of the Companies Act without prior approval of the central Government. The Corporation, without permission of the Central Government, cannot transfer the shares in question to the plaintiff. 9. Accordingly it is apparent that except Issues No. 4, 5, 11, 12, 14 and 15 Trial Court decided remaining issues in favour of the appellant, therefore, to assail the findings of trial court on these issues nos. 4, 5, 11, 12, 14 and 15, learned counsel for the appellant and to support the findings of trial court on these (Issues, learned counsel for the contesting respondent no 1 made following submissions. It will be convenient to consider the submissions of learned counsel appearing for respective parties on each issue separately. ISSUE NO. AT THE RATE 10. At the very out set it is relevant to mention here that on 18-12-1987, on behalf of appellant an application purported to be under Order 41 Rule 27 CPC was made before this Court seeking permission to tender in evidence the Memorandum and the Articles of Association of the Corporation. However, on 20-5-92 another application was made on behalf of appellant raising specific plea that the provisions of Act are not applicable to the transaction in question in view of the provisions of Section 28 of the Act. Copies of first application dated 18-12-1987 referred to above, were served on the counsel for the respondent on 18-12-1987 itself. Since then the appeals could not be placed for hearing, consequently the application remained pending. On 20-5-1992 when these appeals were taking up for hearing, another application referred to above, was made on behalf of the appellant. Reply to this; application has been filed on behalf of respondent. Learned counsel for the respondent wanted time to file certain documents in rebuttal consequently at the instance of the respondent two months time was granted and it was observed that these applications purported to be under Order 41 Rule 27 CPC shall be disposed of at the time of pronouncing the judgment. Learned counsel for the respondent wanted time to file certain documents in rebuttal consequently at the instance of the respondent two months time was granted and it was observed that these applications purported to be under Order 41 Rule 27 CPC shall be disposed of at the time of pronouncing the judgment. However, it was made clear that it will remain open to the learned counsel for the parties to advance arguments on the basis of certified copy of Memorandum and Articles of Association and other documents if filed by the respondent in rebuttal. Thus order sheet dated 20-5-92 shows that opportunity to adduce additional evidence in rebuttal was afforded to the respondent but it did not avail of this opportunity although more than two months time was granted to the respondent for the same and the appeals were heard finally much thereafter. 11. In the very beginning learned counsel for the respondent raised preliminary objection that the appellant, having not raised and argued this point before the trial court that the previsions of Act are not applicable to the transaction in question in view of the provisions of Section 28 of the Act ; is estopped under law to raise this question before the appellate court. Besides this he contended that the provisions of the Act are fully applicable to the transaction in question by virtue of Section 20 of the Act and the provisions of Section 28 of the Act are of no avail to the appellants. He further contended that the application purported to be under Order 41 Rule 27 CPC as framed and filed by the appellant is misconceived. 12. No doubt, parties to the litigation cannot claim as of right to adduce additional evidence at the appellate stage to fill up the lacuna in the case but true test for admissibility of additional evidence is whether the appellate court is able to pronounce the judgment on the material available before it without talking into consideration additional evidence sought to be adduced. In the instant case, to decide issue no. In the instant case, to decide issue no. 4 Memorandum and Articles of Association of the Corporation are relevant documentary evidence so as to test as to whether the Corporation is an Agency of the Government within the meaning of Section 28 of the Act and consequently provisions of the Act particularly Section 20 of the Act do not apply to the transition in question. 13. As far as the admissibility of the certified copy of Memorandum and Articles of Association of the Corporation is concerned, relevant provisions of Chapter V of the Evidence Act cannot be lost Sight of particularly the provisions of Sections 74, 76 and 77 of Evidence Act which speak of Public document, certified copies of public documents and proof of documents by production of certified copies, therefore, if certified copy of Memorandum and Articles of Association of the Corporation is produced in proof of the contents of the public document or part of the public document of which they purport to he the copies, is Itself admissible in evidence at this stage without taking any other evidence 14. Accordingly applications made on 18-12-1987 and 20-5-1992 before this Court on behalf of (appellant purported to be under Order 41 Rule 27 CPC are allowed and as such the preliminary objection raised by the learned counsel for the respondent stands overruled. Now, even if certified copy of Memorandum and Articles of Association of the Corporation is admissible in evidence and is taken on record, this is not all but, it has to be seen as to whether it helps in any way to the appellant to establish his case that the Corporation is an Agency of the Government within the meaning of Section 28 of the Act. Therefore, the object and other relevant clauses of Memorandum and Articles of Association of the Corporation are to be looked into. 15. From the perusal of Memorandum and Articles of Association of the Corporation, it is evident that one of the objects of the Corporation is to acquire by subscription, purchase or underwriting shares of Company and to dispose off the same. 15. From the perusal of Memorandum and Articles of Association of the Corporation, it is evident that one of the objects of the Corporation is to acquire by subscription, purchase or underwriting shares of Company and to dispose off the same. Sub-clauses (42) and (43) of the Clause III of the Memorandum of Association read as under : Sub-clause 42 : To acquire by subscription, purchase or otherwise and to accept and take, hold and sell, shares or stock in any company, society, or undertaking, the objects of which shall, either in whole or in part, be similar to those of this Company, or such as may be likely to directly or indirectly promote or advance the interest of this Company. Sub-Clause 43 ; To subscribe for, under-write, purchase or otherwise acquire and to hold, dispose of and deal with the shares, stocks, securities and evidences of indebtedness of the right to participate in profits or other similar documents issued by any government, authority, corporation or body or by any company or body of persons, and any options or rights in respect thereof and to buy and sell foreign exchange The following Articles in the Articles of Association of the Corporation clearly demonstrate that not only 100% share holding of the Corporation rest with the Government but all its activities are fully controlled by the Government. ARTICLE 29 : "The right of members of transfer their shares shall be restricted as follows : (a) A share may be transferred by a member or other person entitled to transfer only to a person or persons approved by or on behalf of the Governor and to no other person. (b) Subject as aforesaid the Directors may in their absolute and uncontrolled discretion decline to register any proposed transfer of shares. (b) Subject as aforesaid the Directors may in their absolute and uncontrolled discretion decline to register any proposed transfer of shares. If the Directors refuse to register the transfer of any shares they shall, within two months, send to the transferee and the transferor notice of the refusal." ARTICLE 31 : "The instrument of transfer of any share in the Company shall be executed both by the transferor and transferee, and the transferor shall be deemed to remain holder of the share until the name of the transferee is entered in the register of members in respect thereof." ARTICLE 60 : '(1) The Governor so long as he is a share holder of the Company may, from time to time appoint one on more persons (who need not be a member or members of the Company) to represent him at all or any meetings of the Company. (2) Any one of the persons appointed under sub-clause (i) of this Article who is personally present at the meeting shall be deemed to be a member entitled to vote and be present in person and shall be entitled to represent the Governor at all for any such meetings and to vote on his behalf whether on a show of bands or on a poll. (3) The Governor may, from time to time, cancel any appointment made under sub-clause (i) of this Article and make fresh appointments. (4) The production at the meeting of an order of the Governor authenticated as provided in the Constitution of India shall be accepted by the Company as sufficient evidence of any such appointment or cancellation as aforesaid. (5) Any person appointed by the Governor under this Article may, if so authorised by such eider, appoint a proxy, whether specially or generally." ARTICLE 90-A : "Without prejudice to the generality of the above provisions and subject to the provisions of the Act, the Directors shall reserve for the decision of the Government of U.P. I- (i) Any programme of capital expenditure exceeding Rs. 15 lakhs ; (ii) Creation of and appointment to all posts carrying an ultimate salary exceeding Rs 2,000/- per mensem ; (iii) Males of the Company governing the conditions of service of tie employees. 15 lakhs ; (ii) Creation of and appointment to all posts carrying an ultimate salary exceeding Rs 2,000/- per mensem ; (iii) Males of the Company governing the conditions of service of tie employees. Provident fund and other roles, creation of reserve and special funds ; (iv) Sale, lease or disposal otherwise of the whole, or substantially the whole of the undertaking of the Company. (v) Formation of a subsidary Company. (vi) Division of capital in different classes of shares. (vii) Increasing or reducing the issued capital of the Company. (viii) Granting by the Company of a loan or giving of a guarantee or any other financial assistance to any one particular concern of an amount exceeding Rs. 50 lakhs. (ix) Winding up of the Company. (x) Any other matter which in the opinion of the Chairman be of such importance as to be reserved for the approval of the Government of U.P.". ARTICE 90-B : (a) The Governor of Uttar Pradesh may from time to time, issue directives to the Company as to the exercise and performance of Its functions In matters involving the security of the state or substantial public Interest and such other directives as he may consider necessary In regard to the finances and conduct of business and affairs of the company in the like manner may vary and annual and such directives. The Company shall give immediate effect to the directives so issued. (b) The Governor of Uttar Pradesh may call for such returns, accounts and other information with respect to the properties and activities of the company as may be required by him from time to time." ARTICLE 93 : "The quorum necessary for the transaction of the business of the Directors shall be 1/3rd of its total strength, or two Directors whichever is higher as provided by Section 287 of the Act. Provided that such quorum shall not be deemed to be complete unless at least two officers of the Government of Uttar Pradesh working as directors of the company are present at the meeting." ARTICLE 94 ; "Subject to restrictions placed under Section 292 of the Act and to the provisions of Section 289 thereof resolutions of the directors can be passed by circulation and they had been paused at a meeting of the Directors duly called and constituted. Save as otherwise expressly provided in the Act, a resolution in writing signed by all the Directors or all the members of a Committee of Directors for the time being in India shall be as valid and effectual as if it had been passed at a meeting of the Directors or committer or Directors duly called and constituted; provided that such resolution shall be signed by at least two officers of the Government of Uttar Pradesh who may for the time being be Directors of the Company." 16. The provisions of Section 28(1)(a) of the Act contemplate that the Act will not apply viz ; (i) to Government. (ii) to Reserve Bank of India. (iii) to Local Authority. (iv) to Any Corporation set up by a Special law. (v) to any person who has effected any transaction with or through the agency of any such authority. Plain reading of this provision clearly demonstrates that it has got (v) limbs and any one of the limbs if attracted, the Act will not apply. Learned counsel for the appellant relying on aforesaid clauses of the Memorandum and Articles of Association of the Corporation contended that ex facie the Corporation is an Agency or instrumentality of the Government as the Corporation some within the forecorners of Vth limb i.e. Agency of any such authority as referred in this clause of section 28 of the Act. 17. Learned counsel for the respondent an the other band contended that the words used 'through the agency of do not refer to the agents of the Government, or the Reserve Bank or of a Local authority or of a Corporation set up by a Special Law. He advanced his argument contending that the Statute when it expresses 'through the Agency of Government' means where the Government itself acts as an Agent that is to say that when there is a contract between one person and another through the agency of Government i.e. through the good offices of the Government. He contended that this is not the case here. The Corporation is not the agency as provided under the Vth limb in section 28 of the Act. Therefore the argument advanced on behalf of the appellant has no force and it deserves to be rejected. 18. He contended that this is not the case here. The Corporation is not the agency as provided under the Vth limb in section 28 of the Act. Therefore the argument advanced on behalf of the appellant has no force and it deserves to be rejected. 18. While giving reference to the provisions of section 3(31) of General Clauses Act, learned counsel for the respondent contended that the Corporation is also not a 'Local Authority' therefore, the ratio laid down in Delhi Transport Corporation v. D.V.C. Mazdoor Congress, 1991 Suppl. (1) SCC 600 and Afai Hassia v. Khalid Mujib Shervardi and others 1981(1) SCC 722 , have no application in the instant case. Those cases have been considered in the light of Article 12 of the Constitution on reference to the meaning of 'State' and the question was whether the fundamental rights could be enforced against the Agency and instrumentality of the Government, hence reference of these cases in the context of controversy Involved in present ease is wholly misconceived. The submissions made by the learned counsel for the respondent has no force. The appellant has not based his case on the term 'Local Authority' therefore, reference of the provisions of Section 3(31) of General Clauses Act is irrelevant. 19. However, for determining as to whether a particular organisation is an Agency of the Government or not, within the meaning of Section 28 of the Act the relevant test is as below: (i) Whether entire share capital of the corporation organisation is held by the Government, if so, it would go a long way towards indicating that the Corporation/Organisation is an agency of Government. (ii) Whether the financial assistance of the State is so much so as to meet almost entire expenditure of the Corporation/Organisation, if so, it would afford some indication of the Corporation/Organisation being impregnated with Governmental Character. (iii) Whether the Corporation/Organisation enjoys monopoly status which is the State conferred or state protected. (iv) Whether there is existence of deep and pervasive State control' if so it may afford an indication that the Corporation/Organisation is a State agency or instrumentality. (v) Whether the functions of the Corporation/Organisation are of public importance and closely related to governmental functions, if so it would be a relevant factor in classifying the Corporation/Organisation as an instrumentality or agency of Government. (v) Whether the functions of the Corporation/Organisation are of public importance and closely related to governmental functions, if so it would be a relevant factor in classifying the Corporation/Organisation as an instrumentality or agency of Government. The up shot of the foregoing discussion is, that following three broad tests for determining whether a particular Corporation/Organisation is an agency of State are: (1) Substantial finance and involvement of the State, (2) Deep and pervasive control of the State. (3) Nature of the functions performed by the body. 20. In U.P. Warehousing Corporation v. Vijay Narain, AIR 1980 SC 840 , Honourable Mr. Justice Chinnappa Reddy, (as he then was) also laid down that if the relevant test referred to above, is fulfilled the Corporation/Organisation will be an agency of the Government. In this regard there are plethora of decisions holding that Bihar State Industrial Development Corporation, Kerala State Industrial Development and Employment Corporation, Gujarat Industrial Development Corporation, Tamil Nadu Small Industries Corporation, Industrial Development Corporation of Orissa, Gujarat Small Industrial Corporation Ltd. and other similar state organisations have been held to be an agency of the state. 21. In the instant case with a view to see whether U.P. State Industrial Corporation is an Agency of the Government within the meaning of Section 28 of the Act, we have to carefully apply the test referred to above for this purpose we have to refer again the Memorandum and Articles of Association of the Corporation 22. Perusal of Memorandum and Articles of Association of the Corporation Particularly Articles 29, 31, 60, 90-A, 90-B, 93 and 94 establishes that not only 100% share holding of the corporation rest with the Government but all its activities are fully controlled by the Government of U.P. Article 29 deals with the right of members to transfer their shares and provides that shares may be transferred only to a person or persons approved by or on behalf of the Governor and not to any other person. Article 60 provides that Governor, may from time to time appoint one or more persons (who need not be a member or members of the Company) to represent him at ail or any meetings of the Company. Similarly perusal of Memorandum and Articles of Association of the Corporation shows that it is the Governor who plays the dominating role in operating the affairs of the Corporation. 23. Similarly perusal of Memorandum and Articles of Association of the Corporation shows that it is the Governor who plays the dominating role in operating the affairs of the Corporation. 23. In Central Inland Water Transport Corporation Ltd. v. Brojo Nath Ganguly. AIR 1986 SG 1571, having found that majority shares were held by the State of West Bengal and Assam and the said Corporation was under full dominance of State, it was held that Corporation was an Agency of the Government. 24. Similar test was applied in the cases, Delhi Transport Corporation (Supra) and Ajai Hasia (supra). Once this test is satisfied, it leads to hold that particular organisation is Agency or Instrumentality of the Government, not only within the meaning of Article 12 of the constitution but also within the meaning of other relevant provisions as in the instant case, within the meaning of section 28 of the Act. Therefore, since in the instant case, the relevant test referred above is fulfilled, as it is clear that the Government is having full control over the Corporation, we are of the opinion that the Corporation is Agency of Government within the meaning of section 28 of the Act. However, we would like to make it clear that on this issue learned counsel appearing for the appellant advanced two fold arguments, firstly that in view of the provisions of section 28 of the Act, provisions of the Act and Rules are not applicable to the transaction In question and secondly that in case this Court comes to a different conclusion, it is submitted that considering entire scheme and object of the Act particularly section 18 of the Act, provisions of sections 13, 14, 15. 16 and 20 of the Act will not apply to spot delivery contract. But since we have already come to the conclusion that the Corporation being an Agency of the Government within the meaning of section 28 of the Act, the provisions of the Act have no application to the transaction in question, hence it is not useful to deal with the second fold arguments advanced in alternative by the learned counsel for the appellant. 25. In view of foregoing discussions, the findings recorded by the trial court on issue no. 4 are liable to be reversed consequently we set aside the findings recorded by the trial court on issue no. 25. In view of foregoing discussions, the findings recorded by the trial court on issue no. 4 are liable to be reversed consequently we set aside the findings recorded by the trial court on issue no. 4 particulary considering the additional evidence adduced by the appellant before this court Accordingly we hold that the agreement dated 18-4-1966 (Exbt. P-13) arrived at between the parties is not void and it is enforceable, as in view of section 28 of the Act, provisions of the Act are not applicable to the transaction in question. ISSUE No. 5 AND ISSUE No. 14 26. Since these two issues pertain to applicability of the provisions of sections 14 and 20 of Specific Relief Act to the facts of present case, hence they are being clubbed together. While dealing with these two issues, trial court has reached to the conclusion that the suits for specific performance of the contract are not maintainable in view of the provisions of sections 14 and 20 of Specific Relief Act. 27. For dealing with Issue 'No 5, provisions of explanation (ii)(a) added to section 10 of Specific Relief Act are relevant, which are as under : "(a) where the property is not an ordinary article of commerce, or is of special value or interest to the plaintiff or consists of goods which are not easily obtainable in the market;" This clause is exception to the provisions of section 14 of Specific Relief Act. Normally, in view of the provisions of section 14(i) of the Contract Act, in a contract, for nonperformance of which compensation in terms of money is adequate relief, no decree for specific performance can be granted. Therefore, in the instant case it has to be: seen as to whether the shares worth Rs. 18.8 lakhs were easily available or obtainable in the market. Trial Court has not held that shares worth Rs. 18.8 lakhs were easily obtainable in the market. 28. It has come in evidence that shares worth Rs. 80 lakhs were taken by M/s. Rohm and Hass. shares worth Rs. 61.20 lakhs were purchased by the sabsidiary Co. of respondent no. 2 and shares worth Rs. 54.29 lakhs were purchased by the corporation. It comes to Rs. 195.49 lakhs in total. The total issued capital was only for Rs. 2 crores. Thus only shares worth Rs. 4.51 lakhs were sold in the public. shares worth Rs. 61.20 lakhs were purchased by the sabsidiary Co. of respondent no. 2 and shares worth Rs. 54.29 lakhs were purchased by the corporation. It comes to Rs. 195.49 lakhs in total. The total issued capital was only for Rs. 2 crores. Thus only shares worth Rs. 4.51 lakhs were sold in the public. These facts are not disputed. This factual position has also come in the statements of witnesses produced by the Corporation particularly in the statement of K.P. Vedi (DW 1). Now we have to find out as to whether in view of the provisions of Explanation (ii)(a) of section 10 of Specific Relief Act, the shares were easily obtainable in the market. The findings recorded by the trial court in this regard particularly in paras 28 and 29 of its judgment, are contrary to the provisions of sections 10 and 14 of the Specific Relief Act. 29. In this regard, as far as availability of the shares in the market is concerned, the requirement of Explanation (ii)(a) of section 10 is that the shares should be easily available. Tie word 'easily' is significant. It means that mere availability of the shares is not enough rather the requirement of the provision is that the shares must be easily available. This aspect of the matter cannot be lost tight of. 30. The corporation has not led any evidence to prove that the shares were easily obtainable in the market. The trial court has given the reasoning that the appellant should have gone from door to door to each and every share holder and should have enquired from them as to whether they were willing to sell their shares This reasoning of the trial court is erroneous in view of the Explanation (ii)(a) of section 10 of Specific Relief Act. The first requirement of the provision is that the goods be available In the market and the second requirement is that it must be easily available. The trial court did not realise that the moving from door to door to each and every share holder is a very difficult task and this itself indicates that the goods were not easily available in the market. Further the finding given by the trial court on the basis of reasoning that the appellant should have approached the Corporation for purchasing the shares at the market rate, is also erroneous. Further the finding given by the trial court on the basis of reasoning that the appellant should have approached the Corporation for purchasing the shares at the market rate, is also erroneous. This has also come in evidence that the appellant did approach the Corporation and this fact is not disputed in all the three oases. Moreover, had Corporation been willing to sell the shares to the Appellant, no cause of action would have arisen to file the suits. The fact remains that it was the Corporation who refused to sell the shares and is still contesting the suits Therefore, this itself is a supporting circumstance to hold that the shares are not easily obtainable in the market. 31. In Life Insurance Corporation of India v. Escorts Ltd., AIR 1986 SC 1370 it has been ruled that a share is transferable but while a transfer may be effective between transferor and transferee from the date of transfer, the transfer is truly complete and the transferee becomes a share holder in the true and full sense of the term, with all the rights of a shareholder, only when the transfer Is registered in the Company's register. However, on the transfer of shares, the transferee becomes the owner of the beneficial interest though the legal title continues with the transferor. The relationship of trustee and 'cestui que trust' is established and the transferor is bound to comply with all the reasonable directions that the transferee may give. 32. This being so right of transferee In contract for transfer of share, are valuable rights carrying number of such rights which cannot be compensated adequately in terms of money, hence contract for transfer of shares, if it is otherwise valid, must be specifically enforced against the transferor. In identical case Jai Narain v. Surajmal, AIR 1949 FC 211, it has been ruled that specific performance is undoubtedly a discretionary remedy. When shares of a Company are limited in number and are not ordinarily available in the market, it is quite proper to grant a decree for specific performance of a contract for the sale of such shares. 33. Similarly in Bank of India v. Jamsetji A.H. Chinoy, AIR 1950 PC 90, it has been ruled that the damages were not an adequate relief having regard to the limited market of shares the plaintiff was held entitled for decree of specific performance of contract. 34. 33. Similarly in Bank of India v. Jamsetji A.H. Chinoy, AIR 1950 PC 90, it has been ruled that the damages were not an adequate relief having regard to the limited market of shares the plaintiff was held entitled for decree of specific performance of contract. 34. However, supporting the findings of trial court on these Issues, learned counsel for the respondent contended that the contract in question being a contingent one and totally uncertain, no one could predict that the Corporation would have to subscribe the shares worth Rs. 18 80 lakhs and the appellant would have right to purchase them from the Corporation therefore, he submitted that the argument of the appellant to the effect that they entered into the contract because the purchase of shares worth Rs. 18.80 lakhs was of special Interest to them, is dearly false on the very face of it. He further contended that in case the suit of the appellant was liable to be succeeded on the question of damages,, they would have been entitled to the difference between the face value of the shares and the market value thereof on the date of the breach of the contract. He also contended that since the prices of the shares had gone up, the appellant wanted to make a profit, even though all the risks had been taken by the Corporation in under-writing the public issue. Learned counsel for the respondent basing his argument on the imagination argued that if general public had subscribed to the entire share capital thrown open to it, there would have nothing left for the Corporation or the appellant to sell or purchase and as such the contract in question was a contingent one and was totally uncertain. As regards the argument of learned counsel for the respondent to the effect that the contract in question being a contingent one and totally uncertain, no decree for specific performance can be granted; It is made dear that no doubt, if the contract is contingent one, no decree for specific performance can be granted. But in the instant case it has to be seen as to whether the agreement dated 16-4-1966 (Exbt. P-13) is a contingent one or not. 35. The contingent contract depends upon the terms of future events and if those events become impossible, then only the contract becomes void in view of the contingent contract. But in the instant case it has to be seen as to whether the agreement dated 16-4-1966 (Exbt. P-13) is a contingent one or not. 35. The contingent contract depends upon the terms of future events and if those events become impossible, then only the contract becomes void in view of the contingent contract. Such terms and conditions do not find place in Exbt. P-13 and therefore, the destine of discharge by frustration is not available to the respondent Corporation. 36. However, in the Instant case, whether the contract in question is contingent one and totally uncertain, is to be ascertained from the close scrutiny of documents Exbts. 9, 10 and 13. By letter dated 8-1-66 (Exbt.-8) written by the Modis offer was made to the Corporation to under write the shares. By letter dated 13-11-66 (Exbt-9) written by the Corporation to Modis, offer made by the Modis was accepted by the Corporation and just to avoid all uncertainties in the contract resulting into a contingent contract, a draft was attached along- with acceptance letter (Ect-9) and then it was agreed upon to enter into the contract (Ext P-13). By letter dated 21-1-1966 (Exbt-10) Modis agreed to the proposal of the Corporation and therefore, on the face of these documents particularly clauses 4, 5 and 6 of (Ext P-13) the agreement, it is evident that the contract in question is not a contingent one and do not lead to any uncertainty. So far as the submission made by the learned counsel for the respondent regarding subsequent rise of prices is concerned, in Shankaralinga v. Ratna Swami, AIR 1952 Mad. 389 , it was held that subsequent rise in prices is not relevant ground for refusing the decree for specific performance of the contract as such submission made by the learned counsel for the respondent in this regard has no force. 37. Now coming to issue no. 14 which is to the effect whether the provisions of section 20 of the Specific Relief Act stand attracted to the facts of this case as alleged by the defendant no. 1 and its effect; it is relevant to state here that originally in the written statement filed by the defendant no. 37. Now coming to issue no. 14 which is to the effect whether the provisions of section 20 of the Specific Relief Act stand attracted to the facts of this case as alleged by the defendant no. 1 and its effect; it is relevant to state here that originally in the written statement filed by the defendant no. 1 this plea was not taken, therefore, original written statement was sought to be amended by application dated 19-1-80 and the same was allowed by the trial court by order dated 21-1-80, consequently new para 39-A was incorporated in the written statement and thereafter this issue was framed. 38. Trial court decided this issue against the appellant holding that it is inequitable to enforce specific performance. Learned counsel for the appellant contended that the plea incorporated vide para 39-A in the written statement is contrary to the provisions of Order 8 Rule 2 CPC as it does not specify the hardship which the defendant did not foresee at the time of entering into contract as required by sub-clause (b) of Section 20(2) of the Specific Relief Act. He further contended that the question of hardship has to be judged as on the date of transaction and not in the light of subsequent events and the hardship should be one collateral to the contract and not in relation to a term of the contract True it is, there cannot be two opinions. The ratio laid down in Sankaralinga Linga's case (supra), Meer Abdul Hakeem Khan v. Abdul Mannan Khadri, AIR 1972 A.P. 178 and Dave Ramshankar Jivatram v. Bai Kailasgauri, AIR 1974 Guj 69 , supports the contention of the learned counsel. In these cases also it has been ruled that the subsequent rise in the prices is not a relevant ground for refusing the plaintiff specific performance of contract for sale. 39. It will not be out of place to mention here that while deciding Issues No. 6 and 7 trial court also found and held that the agreement dated 18th April 1966 (Esbt P-13) is not vague, ineffective or incapable of specific performance Therefore, it was for the Corporation to establish a legal ground for refusal of the relief As such there was no misconception of law and the parties to the contract clearly understood the terms and consequences of the contract and then entered into the contract. 40. 40. In Parakunnan Veetill Joseph's Son Mathew v. Nedumbara Kuruvila's son, AIR 1987 SC 2328 , it has been ruled that section 20 of Specific Relief Act preserves judicial discretion to Courts as to decreeing specific performance While exercising provisions of section 20 of Specific Relief Act; it has been observed that, The court should take care to see that it is not used as an instrument of oppression to have an unfair advantage to the plaintiff therefore, all that section 20 of Specific Relief Act postulates is, that after considering all the facts and circumstances of the case meticulously, if the total balance of convenience heavily falls in favour of the plaintiff and absence of decree for specific performance gives undue advantage to the defendant, in that event certainly decree for specific performance of contract may be granted and section 20 will not be a bar to such grant of decree. The trial court having decided Issues No. 6, 7, 8 and 9 in favour of plaintiff, committed apparent error of law in deciding this issue against the plaintiff. Learned counsel for the respondent relying upon the decision in Parakunnan Veetill Joseph's Son Mathew (supra) in support of the findings of Trial Court on this issue, contended that the Court is not bound to grant decree for specific performance of the contract merely because it is lawful to do so. 41. True, it is well settled that granting decree for specific performance of the contract is discretionary one and at the same time, it is also equally settled that the discretion is always to be exercised judicially and not arbitrarily however, where the plaintiff fulfils all the requirements, certainaly discretion has to be exercised in his favour. In our opinion, keeping in view the ratio laid down in Parakhunnan Veetill Joseph's Son Mathew (supra) and considering facts and circumstances of instant case, the discretion deserved to be exercised in favour of the plaintiff and the trial court has committed error of law in deciding Issues No. 5 and 14 in favour of the defendant ignoring ratio laid down in the cases referred to above. 42. 42. Accordingly we set aside the findings recorded by the Trial Court on Issues No. 5 and 14, and hold that the suits for Specific Performance of the contract are maintainable and are not barred by the provisions of sections 14 and 20 of Specific Relief Act, as alleged by the Corporation while amending the written statement. ISSUE No. 15. Trial court framed issued no 15 to the effect whether the plaintiff can avoid the provisions of section 108-A and 108-B of the Companies Act, 1956 for reasons indicated in paras 32-B, 32-C, 32-D, 32-E, 32-F and 32-G of the plaint and bold that the plaintiff is not entitled to purchase the shares in question under section 108-A of the Companies Act without prior approval of the Central Government The Corporation, without the permission of the Central Government cannot transfer the shares in question. 43. At the very oat set it is pertinent to mention here that the provisions of section 108-A and 108-B were incorporated in Companies Act, 1956 by the Amendment Act 41 of 1974 with effect from 1-2-75. 44. Learned counsel for the appellant contended that in the Instant case rights and obligations of the parties were created and defined as back as on 18th April 1966 when the parties entered into the contract. The agreement was concluded contract between the parties and the same was backed by consideration. The provisions of sections 108-A and 108-B of the Companies Act were admittedly brought into force with effect from 1-2-75, much subsequent to the concluded contract. There is nothing in the said provisions either to indicate remotely that the amended provisions had any restrictive obligations on contracts which were already concluded. The object of the said amended provisions was not to disturb the concluded contracts but to injunct only future transactions contemplated therein. Therefore the amended provisions of section 108-A and 108-B of the Companies Act which came into force with effect from 1-2-75 thus have no application to the rights and obligations of the party flowing from the already concluded contract dated 18th April 1966 (Exbt. P-13). Learned counsel for the respondent contended that the provisions of sections 108-A and 108-B of the Companies Act are procedural in nature and only require approval of the Central Government before the shares are purchased and do not take away any substantive right which had vested in the plaintiff. 45. P-13). Learned counsel for the respondent contended that the provisions of sections 108-A and 108-B of the Companies Act are procedural in nature and only require approval of the Central Government before the shares are purchased and do not take away any substantive right which had vested in the plaintiff. 45. While dealing with this issue we may again refer the findings recorded by the trial court on issues no. 6, 7, 8 and 9 whereby trial court held that the agreement dated 18th April 1966 (Ext. P-13) was a concluded contract between the parties creating specific rights and obligations in favour of the plaintiff. 46. Now it has to be seen whether the statute is prospective or retrospective and the same can be found by the words used expressly in the Statute or by necessary implication. Therefore, as a logical corollary of general rule, retrospective operation of the Statute cannot be taken to be introduced, unless retrospectively is manifested by express words used in the Statute itself or by necessary implication. In this regard the Maxi is 'NOVA CONSTITUTE FUTURIS FORMAN IMPONERE DEBT NON PRAETERITIS' which means new law regulates from its existence but not from the past. Therefore an amending Act shall apply only from the date it comes into operation and not from an anterior date. Accordingly validity of existing contract (Exbt. P-13) is not affected by posterior Act incorporating the provisions of section 108-A and 108-B of Companies Act. In Doolubdass Pettambendass v. Ramloll Thackoorsevdas, (1850) 5 MIS 109 at pp. 126, 127, it has been ruled that validity of existing contracts is not affected by a posterior Act making contracts of that nature invalid. 47. In Bai Achhuba v. Baldas, AIR 1967 SC 651 , it has been held that a new law which enacts, that transfers made 'shall not be declared to be Invalid' will not apply to transfers which were already declared to be invalid before the coming into force of the new law. 48. In Garikapati v. N. Subbiah Choudhary, AIR 1957 SC 540 , it has been held that the golden rule of conduction is that, in the absence of anything in the enactment to show that it is to have retrospective operation, it cannot be so construed as to have the effect of altering the law applicable to a claim in litigation at the time when the Act was passed. In Govinddas I.T.O., AIR 1977 SC 552 . While interpreting the provisions of section 177 of Income Tax Act, 1961 held that the provision is prospective on the principle that new Act affecting existing rights or creating new obligations is presumed to be prospective only. 49. Similarly Statutes regulating the transfer and contracts prescribing formalities for affecting transfers are not applicable to the transfers made prior to their enforcement,-Hassanji and Sons V. State of M.P., AIR 1965 SC 470 . 50. It is well settled that the amending Act does not alter or affect the pre-existing rights and obligations of the parties unless the Act by its express provisions provides for the same. The normal rule of interpretation is not to construe a Statute to effect or disturb the rights and obligations between the parties. See Vijay Laxmi Rice Mills. AIR 1976 SC 1471 , Garikapati Viraiya v. N. Subbiah Choudhary, AIR 1957 SC 540 and Arjun Singh v. State of Punjab, AIR 1970 SC 703 . As far as the argument of learned counsel for the respondent that the provisions of sections 108-A and 108-B of the Companies Act are procedural is concerned, it may be stated that no doubt, if the Statute is procedural, it may have retrospective effect but all the same, whether the Statute is procedural or creates substantive rights or affects substantive rights, is to be judged from the language used therein, though all the times language is not decisive. For deciding question of applicability of particular Statute, past events and language used are the important factors to be taken into account. 51. In Ganeshwar Rao v. State of Andhra Pradesh, AIR 1988 SC 2068 , whether the amendment which was under consideration was procedural in nature but it was held not applicable to preamendment vacancies Therefore, if the new Act affects the matters for procedure only then prima facie it applies to all actions pending as well as future. 51. In Ganeshwar Rao v. State of Andhra Pradesh, AIR 1988 SC 2068 , whether the amendment which was under consideration was procedural in nature but it was held not applicable to preamendment vacancies Therefore, if the new Act affects the matters for procedure only then prima facie it applies to all actions pending as well as future. This being the touch store, if same test is applied to the provisions of sections 108-A and 108-B of the Companies Act, it is clear that the restriction on acquisition of shares without the previous approval off the Central Government could apply only in respect of future acquisitions and not where by reasons of contract or by operation of law shares stood acquired and vested in the appellant though only physical possession thereof was not banded over to the appellant due to acts of the respondent Corporation. Therefore, from the plain language of the provisions of section 108-A and 108-B, it could safely be inferred that they have no retrospective operation in respect of concluded contracts arrived at between the parties. The trial court also reached to the conclusion that the contract is a concluded contract between the parties, while deciding issue no 7. 52. In view of aforesaid discussions we are of the opinion that the provisions of sections 108-A and 108-B) of the Companies Act are not retrospective and have no application to the transaction in question. However, before giving our findings on this issue it is relevant to consider the two fold argument advanced by the learned counsel for the respondent; firstly that even assuming that the provisions of sections 108-A and 108-B of the Companies Act are not retrospective in operation but they being procedural in nature, Central Government's sanction to repurchase the shares is required and secondly that these two provisions having been deleted from the Companies Act and having keen incorporated in Monopolies and Restrictive Trade Practices Act, 1969 (hereinafter referred to as the MRTP Act) the provisions of Chapter III of MRTP Act do apply to the transaction in question. 53. In this regard it is relevant to mention here that the provisions of section 108-A and 108-B of the Companies Act had under gore radical changes. 53. In this regard it is relevant to mention here that the provisions of section 108-A and 108-B of the Companies Act had under gore radical changes. The provisions of section 108-A and 108-B which came into force with effect from 1-2-75 were deleted frown the Companies Act and engraphed in MRTP Act with effect from 1-8-84 in its modified form and then again these provisions were deleted from MRTP Act and incorporated in the Companies Act with effect from 29-12-91. 54. Originally these two provisions put restriction on acquisition of equity shares in a public limited company or private company which is subsidiary of such public company by any individual group, constituent or body corporate etc if the total nominal value of the equity shares in the company by the individual, firm etc. under the same management was 25% of the paid up equity share capital of the said company the restriction was only against the acquisition of such shares without the previous approval of the Central Government. In the light of these provisions it was argued by the learned counsel for the respondent that the plaintiff being under same management of respondent no. 2, would come within the preview of section 20(a) of MRTP Act and therefore without permission of the Central Government, no decree for specific performance could be granted. However due to amendments made in the MRTP Act these provision, appeared in different for viz sections 32-B and 32-C and total perusal of these provisions lead to told that these provisions only apply to undertakings specified in section 20 of MRTP Act These provisions were again amended by MRTP (Amendment) Act 1985 with effect from 29-5-85 whereby total value of the assests of undertaking together with the assets of its interconnected undertaking which was fixed earlier to be not less than twenty crores was enhanced to be Rs. one hundred crores. Therefore, with a view to establish that the appellant would come within the purview of section 20 of MRTP Act, it was incumbent upon the respondent Corporation to have pleaded and proved the same but they did not do so However, the fact remains that merely on this score, that the Corporation did not plead and prove, the appellant cannot succeed if the law requires otherwise. The appellate Court cannot ignore the change of any law that has taken place during pendency of the appeal. The appellate Court cannot ignore the change of any law that has taken place during pendency of the appeal. 55. Considering the provisions of MRTP Act which have undergone radical changes from time to time and incorporating new provisions of section 08-A to 108-C using the expression 'dominant undertaking' as defined in MRTP Act, and considering their applicability to the appellant's management as they now stand in their modified form, in our opinion have no application to the appellant at all. Therefore, the submissions made by the learned counsel for the respondent in this regard have also no force. 56. As observed above, the restrictions put on acquisition of shares without previous approval of the Control Government, would apply only in respect of future acquisition and not in respect of the acquisition where by reasons of contract or by operation of law, the shares stood acquired and vested in the appellant, though only physical possession thereof was not handed over to the appellant by the respondent Corporation. This being so, these provisions have no application whatsoever in respect of agreements which were already concluded and in this respect the findings of the trial court itself to the effect that the contract in question is a concluded one, cannot be lost sight of. In nut shell these provision only injunct to an agreement to acquire any snare after coming into fores of these provisions without prior approval of the Central Government this is the true import of the plane language used in the Statute itself. Accordingly we arrive at the conclusion that these provisions have no application in respect of those contracts which were concluded before the comencement of these provisions Exb; P-13 is the instant case. 57. As a last resort learned counsel for the respondent further submitted that even if these two provisions have been introduced in the Companies Act on 1-2-75 but they do apply to suit no 203 of 1975 which has been filed on 24-4-1975 after the commencement of these two provisions. 58. 57. As a last resort learned counsel for the respondent further submitted that even if these two provisions have been introduced in the Companies Act on 1-2-75 but they do apply to suit no 203 of 1975 which has been filed on 24-4-1975 after the commencement of these two provisions. 58. Though we have referred these provisions again and again but to meet the submissions of learned counsel for the respondent, we again state that the requirement of these provisions is to obtain permission of the Central Government for transfer of shares, In the instant, case, as submitted by the learned counsel for the appellant, rights and ebligations accrued to the parties under the contract in question as for back as on 18-4-1966 and the right to repurchase the shares crystallised in the appellant at that very point of time, therefore, question of post facts approval of the Central Government, if necessary, would arise at the stage of execution of the decree i.e. at the time of actual physical transfer. But it does not come at all in the way of granting decree for specific performance of the contract. In Motilal v. Nanhelal, AIR 1930 PC 287, C.L. Katial v. Mrs. Madden AIR. 1963 Pun. 136, Syed alal v. Targopal Ram Reddy AIR 1978 AP 19 and Pahaunchi Lal v. Pan Singh, AIR 1971 Alld. 444, it has been ruled that in cases where permission of the authority is required before effecting a transaction, the suit for specific performance of the contract may be decreed, although the permission may be obtained before execution of such decree. 59. Therefore, this ground if at all available, to the respondent is available only at the stage of execution of the decree and that too only in respect of 28 thousand shares which the corporation was liable to transfer in favour of the appellant in March 1975, vide civil Suit No. 203 of 1975 filed on 24-4-1975. 60. In view of aforesaid discussions, we set aside the findings recorded by the trial court Vide Issue No. 15 and hold that provisions of Section 108-A and 108-B of the Companies Act have no application to the transaction in question. ISSUE No 11 While deciding this issue Trial Court has nonsuited the appellant holding that the agreement in question dated 18th April 1966 (Exbt. P-13) is against the public policy, consequently no decree could be granted. ISSUE No 11 While deciding this issue Trial Court has nonsuited the appellant holding that the agreement in question dated 18th April 1966 (Exbt. P-13) is against the public policy, consequently no decree could be granted. 61. The question whether a contract is opposed to public policy or cot is to be decided no general principle taking into account all the terms and conditions of the contract arrived at between the parties and in this light it has to be seen as to whether : (a) The terms and conditions of contract arrived at between the parties are forbidden by law. (b) The terms and conditions of the contract are unlawful consideration of contract. (c) The terms and conditions of contract defeat the provisions of any law. (d) The agreement is fraudulent and if the reply comes in affirmative, certainly the contract would be against the public policy. 62. In the instant case minute scanning of agreement dated 16th April 1966 (Exbt P-13) leads to the conclusion that the terms and conditions stipulated therein are not forbidden by any law nor are actuated with any immoral agreement. Learned trial Judge while deciding this issue against the appellant appears to have been much impressed by bis own findings arrived at on Issues No 4, 5, 14, and 15 to the effect that no decree far specific performance of contract can be granted in view of the provisions of Section 20 of the Act, Sections 14 and 20 of Specific Relief Act and Section 108-A and 108-B of Companies Act. However, this Court while dealing these Issues above in detail, reversed the findings of trial court and held that the provisions of those Acts have no application to the transaction in question consequently the requirement to hold the contract to be against the public policy is not fulfilled Accordingly the findings recorded by trial court vide Issue No. 11 are also not sustainable therefore same are set aside and it is held that the agreement dated 18th April 1966 (Exbt P-13) is not against the public policy. ISSUE NO. 12 63. From the foregoing conclusions it is clear that the plaintiff/appellant is entitled for the decree prayed for and all the three appeals deserve to be allowed. 64. ISSUE NO. 12 63. From the foregoing conclusions it is clear that the plaintiff/appellant is entitled for the decree prayed for and all the three appeals deserve to be allowed. 64. In view of the premises aforesaid after going through entire evidence on record, after considering submissions of learned counsel for respective parties in the light of relevant provisions of law, and after considering entire facts and circumstances of the case in view of various decisions of this court as well as the apex court, we are of the considered opinion that all the three appeals are liable to be allowed, the judgment and decree passed by the trial court is liable to be set aside and all the three original suits are liable to be; decreed. In the result First Appeals No. 489, 490 and 492 of 1981 succeed and are allowed with costs throughout, the impugned judgment and decree dated 31-7-1991 passed by III Additional District Judge Ranpur is hereby set aside and the original suits nos. 83 of 1973, 278 of 1974 and 208 of 1975 are decreed for specific performance of contract in terms of the prayers made therein The counsel fee according to schedule, if filed. Appeals allowed.