JUDGMENT :- (This RFA is filed U/s. 96 of CPC against the judgment and decree dt.16.6.1999 passed in O.S.No.4175/86 by the XVIII Addl. City Civil Judge, Bangalore City, dismissing the suit for specific performance and permanent injunction.) Sreedhar Rao, J. The appellant/plaintiff entered into a written agreement at Ex.P.1 dt.2.3.1983 with Resp.No.1 (Deft.No.1) for purchase of 7 flats at the rate of Rs.350/- per sq.ft. In addition to the said rate the plaintiff had to pay Rs.1500/- for each flat for car parking space, Rs.10500/- towards deposit and Rs.1500/- for the incidental expenses. The agreement stipulates that the vendor shall secure necessary clearance and permission from the competent authorities. The sale deed to be executed within three months from the date of agreement. 2. The plaintiff paid a sum of Rs.2851956.25/- towards part sale consideration. The agreement stipulates that the possession to be delivered on the date of the registration of the sale. However, Deft.No.1 delivered possession of the property to the plaintiff on 23.3.1983. The Deft.No.2 and 3 are the partners of the Deft.No.1. 3. There was misunderstanding between the parties regarding the terms of agreement and facilities to be provided. The plaintiff got issued legal notice to the Deft.No.1 complaining the infraction of the terms of agreement like providing light in the parking space, corridors, staircase and painting work etc. There was series of correspondence between the plaintiff and Deft.No.1 with regard to the deficiency in the quality of the facilities provided. 4. The plaintiff issued legal-notice dt.6.6.1984 and 22.11.1984 asking to execute the registered sale deed as per the terms of the contract. The plaintiff issued yet another legal notice dt.10.12.1984 under which the copy of the draft sale deed was sent. The Deft.No.1 sent reply-Ex.P.12 dt.1.1.1985 making an offer to execute the sale deed on deposit of Rs.185540/- towards apartment holders’ association registration and of the sale deed. It is also stated that the plaintiff should pay the balance of the sale consideration of Rs.151418.75/-. The plaintiff sent reply at Ex.P.13 dt.29.1.1985 denying the liability to pay Rs.484540/- towards registration of association. The plaintiff reiterated that 95% of the sale consideration is paid, the balance is only Rs.151418.75. The plaintiff called upon the Deft.No.1 to execute the sale deed by receiving the balance of sale consideration. The plaintiff sent reply at Ex.P.13 dt.29.1.1985 denying the liability to pay Rs.484540/- towards registration of association. The plaintiff reiterated that 95% of the sale consideration is paid, the balance is only Rs.151418.75. The plaintiff called upon the Deft.No.1 to execute the sale deed by receiving the balance of sale consideration. The plaintiff lastly issued legal notice under Ex.P.14 before filing the suit calling upon Deft.No.1 to furnish the certificate U/s. 239(a) of the Income Tax Act for preparation of the sale deed and for purchase of stamps for registration. The defendants failed to execute the sale deeds. The plaintiff filed the suit. 5. The defendants in the written statement contend that the suit is filed without proper authorization and signed by an incompetent person. The allegation of breach of terms of the contract on the part of the defendants is denied. The defendants justified the demand of Rs.484540.25/- for registration of the association under Karnataka Apartment Ownership Act (Regularization of the permission of construction, sale, management transfer Act). The defendants contend that they are always ready and willing to perform their part of the contract on payment of balance of consideration. 6. The P.W.1 in the cross-examination in an answer to the question states that “the plaintiff is not prepared to take registered sale deeds in respect of undivided share”. The trail Court found that the said evidence suggests that the plaintiff is not ready and willing to perform his part of the contract. Hence dismissed the suit. The plaintiff is an appeal. 7. The learned counsel of the appellant filed a memo with five document:- The original power of attorney of executed in favour of P. Rajendran, G.M. (Regional services) Southern region. The P.O.A. of Janakan. The photocopy of the minutes of the meeting authorizing the directors, Memorandum and Articles of Association of the Indian Oil Corporation. 8. The counsel for the respondent submits no objection for making of the original POA of P. Janakan is at Ex.P.16. The POA of P. Rajendran is marked at Ex.P.17. The minutes of Board Resolution at Ex.P.18 and the Articles and Memorandum of Association at Ex.P.19, accordingly the said documents are marked. 9. Sri C.S. Prasanna Kumar, counsel for the respondent strenuously submitted the following grounds to support the judgment of the trail Court: i) Arun Jyothi instituted the suit as power of attorney (P.O.A.) of the plaintiff. The minutes of Board Resolution at Ex.P.18 and the Articles and Memorandum of Association at Ex.P.19, accordingly the said documents are marked. 9. Sri C.S. Prasanna Kumar, counsel for the respondent strenuously submitted the following grounds to support the judgment of the trail Court: i) Arun Jyothi instituted the suit as power of attorney (P.O.A.) of the plaintiff. The plaintiff has not produced the original P.O.A. of Arun Jyothi. ii) P. Rajendran is appointed as P.O.A. as per Ex.P.17 dt.1.4.2009. P. Janakan is appointed by P. Rajendran as P.O.A. dt.13.4.2009 vide Ex.P.17. The powers of attorney confer only prospective rights. P. Rajendran appointed as P.O.A. on 1.4.2009 can not ratify the acts of P. Janakan in filing the appeal nor can ratify the acts of Arun Jyothi in filing the suit. Therefore, the suit is instituted without competent authority. iii) The terms of the agreement stipulate that the defendants have to obtain necessary sanctions and clearance and should execute the sale deed within three months from the date of the agreement i.e., 2.6.1983. The date of performance is specified. Therefore, U/s. 54 of the Limitation Act, within three years from the stipulated date, the suit should be filed. In the present case, the suit is filed on 5.7.1986, which is beyond the period of limitation. iv) The Sec.3 of the Limitation Act mandates that the Court should not entertain a suit or application filed beyond the period of limitation, even in the absence of the plea of limitation in the written statement. It is submitted that the doctrine of waiver is inapplicable. In this regard, the following decisions are relied on: (1) Lahore High Court in Kundo Mal and others –Vs.- Daulat Ram Vidya Prakash firm, AIR 1940 Lahore 75 (2) In Shankar Dass Naraindass –Vs Sitaram Jawaia Parshad, 1956 PEPSU 83 (AIR V 43 C 28 Aug). (3) In Patiala Biscuit Manufacturers Ltd. And another –Vs. Sri Yaddevindra Singhji Maharajadhira of Patiala and others, 1956 PEPSU 86 (AI V 43 C 29 Aug). (4) In the Ramanathapuram Market Committee, Virudhunagar and others –Vs.- East India Corporation Ltd., Madurai, AIR 1976 Madras 323. (5) In Ajib Enterprises Vs. Jayant Vegoiles and Chemicals Pvt. Ltd., 1991 Bombay 35. v) The Ex.P.12 would not constitute ‘acknowledgement’ within the meaning of Sec. 18 of the Limitation Act, to save the limitation, since there is no existing concluded contractual liability under Ex.P.1. (5) In Ajib Enterprises Vs. Jayant Vegoiles and Chemicals Pvt. Ltd., 1991 Bombay 35. v) The Ex.P.12 would not constitute ‘acknowledgement’ within the meaning of Sec. 18 of the Limitation Act, to save the limitation, since there is no existing concluded contractual liability under Ex.P.1. vi) The P.W.1 is not a party to the transaction in any manner. Therefore, he is not competent to give evidence with regard to the material facts of the transaction. vii) The P.W.1 in the cross-examination states that the plaintiff is not willing to take the sale deed for the undivided share. The witness does not give any reasons for the stand taken. It is untenable for the counsel to interpret the evidence on assumption. The plaintiff has not produced the draft sale deed. The trial Court was correct in holding that the plaintiff has not been ready and willing to perform his part of the contract. viii) The agreement stipulates the payment of Rs.10,500/- as additional amount apart from the sale price by way of deposit and also Rs.1,000/- per flat as additional payments to meet the water and electricity deposit etc., The evidence of P.W.1 discloses that the amount of Rs.28,00,000/- paid is inclusive of Rs.10,500/- which is arithmetically incorrect. The plaintiff is not ready and willing to pay all the amounts agreed under the contract. ix) The contention of the plaintiff that only the balance of sale price should be paid and other amounts need be paid would show that plaintiff is not ready and willing to perform the agreed terms of the contract;. x) The relief specific performance is an equitable relief. The provisions of Sec. 50-C of the Income Tax Act w.e.f 1.4.2003 mandates that when the sale price immovable property is less than the market value fixed by the Government. The market value fixed by the Government would be considered as the sale price for computing the capital gains. In the instant case, the agreed sale price is far below the market value price fixed by the Government. If the defendant is directed to execute the sale deed the liability of capital gain tax would be much more than the sale price. Hence, enforcement of contract would be inequitable for the defendant. Therefore, U/s. 20(c) of the Specific Relief Act, the relief of specific performance is to be rejected. 10. Sri Vijay Shankar, learned Sr. If the defendant is directed to execute the sale deed the liability of capital gain tax would be much more than the sale price. Hence, enforcement of contract would be inequitable for the defendant. Therefore, U/s. 20(c) of the Specific Relief Act, the relief of specific performance is to be rejected. 10. Sri Vijay Shankar, learned Sr. Counsel relied on the decision of the Supreme Court in Union Bank of India –Vs- Naresh Kumar and others, reported in AIR 1997 SC 3 , with regard to the competence of the P.O.A. to file a suit, in para 9 and 10 of the Judgment, the following observation are made. “9. In cases like the present where suits are instituted or defended on behalf of a public corporation, public interest should no be permitted to be defeated on a mere technically. Procedural defects which do not go to root of the matter should not be permitted to defeat a just cause. There is sufficient power in the Courts under the Code of Civil Procedure, to ensure that injustice is not done to any party who has a just case. As far as possible a substantive right should not be allowed to be defeated on account of a procedural irregularity which is curable. 10. It cannot be disputed that a company like the appellant can sue and be sued in its own name. Under Order 6 Rule 14 of the Code of Civil Procedure a pleading is required to be signed by the party and its pleader, if any. As a company is a juristic entity it is obvious that some person has to sign the pleadings on behalf of the company. Order 29 Rule 1 of the Code of Civil Procedure. Therefore, provides that in a suit by or against a corporation the Secretary or any Director or other Principal Officer of the corporation who is able to depose to the facts of the case might sign and verify on behalf of the company. Reading Order 6, Rule 14 together with Order 29, Rule 1 of the Code of Civil Procedure it would appear that even in the absence of any formal letter of authority or power of attorney having been executed a person referred to in Rule 1 of Order 29 can, by virtue of the office which he holds, sign and verify the pleadings on behalf of the corporation. In addition thereto and dehors Order 29, Rule 1 of the Code of Civil Procedure, as a company is a juristic entity, it can duly authorize any person to sign the plaint or the written statement on its behalf and this would be regarded as sufficient compliance with the provisions of Order 6, rule 14 of the Code of Civil Procedure. A person may be expressly authorized to sign the pleadings on behalf of the company, for example, by the Board of Directors passing a resolution to that effect or by a power of attorney being executed in favour of any individual. In absence thereof and in cases where pleadings have been signed by one of its officers a Corporation can ratify the said action of its officer in signing the pleadings. Such ratification can be express or implied. The Court can on the basis of the evidence on record, and after taking all the circumstances of the case, specially with regard to the conduct of the trail, come to the conclusion that the corporation had ratified the act of signing of the pleading by its officer.” 11. In the instant case, the plaintiff may not have produced original P.O.A. of Arun Jyothi who instituted the suit. The P.O.A. dt. 17.4.2009 of P. Janakan, Sr. Divisional Manager is marked at Ex.P.16. The P.O.A. dt. 1.04.2009 of P. Rajendran, General Manager is marked at Ex.P.17. The board resolution is marked at Ex.P.18 and the Memorandum of Articles of Association is marked at Ex.P19. The Ex.P.19 declares that the Board authorizes the Executive Directors and the General Manager to appoint P.O.A. to conduct the affairs of the company including filing of the suit. The Director (Marketing) has executed Ex.P17 appointing P. Rajendran as P.O.A. with incidental power of delegation and to appoint other executives of the company as P.O.A. The averments in Ex.P.17 make extensive reference to filing of the suit and filing of the appeal. The averments categorically suggest ratification of act of filing of suit and the appeal. 12. It is the contention that P. Rajendran under Ex.P17 was appointed as P.O.A. w.e.f. 1.4.2009, therefore, he could not have ratified the acts of P. Janakan and Arun Jyothi, which are done much prior to his appointment as P.O.A. We do not agree with the contention of the respondents. 12. It is the contention that P. Rajendran under Ex.P17 was appointed as P.O.A. w.e.f. 1.4.2009, therefore, he could not have ratified the acts of P. Janakan and Arun Jyothi, which are done much prior to his appointment as P.O.A. We do not agree with the contention of the respondents. The expression “ratification” is referable only to past acts, the length of time of the past acts is immaterial for valid ratification. When a person is appointed as P.O.A, he will get all the necessary powers to ratify the acts of others who have conducted the affairs of the company without proper authorization. The observation of the Supreme Court in paras 9 and 10 of the judgment cited above squarely applies to the facts of the case. The powers of attorney now produced and marked in appeal would constitute valid ratification of the acts done by Arun Jyothi in filing the suit and P. Janakan in filing the appeal. 13. It is the contention that the suit is barred by time. Sec.3 of the Limitation Act declares that it is the duty of the Court to find out whether the suit is within limitation. Even in the absence of plea of limitation as a defence, the Court has to scrutinize whether the suit is within limitation. The doctrine of waiver cannot be canvassed by the plaintiff to over come the limitation, however, the contention that Ex.P12 do not constitute valid acknowledgment U/s. 18 of the Limitation Act appears to be untenable argument. The definition of sale U/s. 54 of the T.P. Act includes the definition of contract for sale. In a contract for sale, the purchaser will have only equitable right. In the instant case, the parties have executed the agreement for sale. The plaintiff was delivered with the possession much earlier to the time agreed in the contract. The plaintiff has paid 95% of the sale consideration. The plaintiff under the legal notices Ex.P.9 & 10, dt.6.6.94 and 22.11.1984 respectively called upon the defendants to receive the balance of consideration and execute the sale deed. The defendants in Ex.P.12 dt. 1.1.85 do not dispute the liability to execute the sale deed. On the other hand, offers to execute the sale deed on payment of balance of sale consideration and also requested for payment of Rs. 4,84,540/- towards registration of association and other incidental charges. The defendants in Ex.P.12 dt. 1.1.85 do not dispute the liability to execute the sale deed. On the other hand, offers to execute the sale deed on payment of balance of sale consideration and also requested for payment of Rs. 4,84,540/- towards registration of association and other incidental charges. The plaintiff, vide Ex.P.13 dt.21.9.85 disputes the liability to pay Rs.4,84,540/-charges towards registration and other incidental charges, but offers to pay balance of consideration as stipulated in the agreement and sought for execution of the sale deed. Thereafter, the suit is filed. 14. The agreement does not stipulate payment of Rs.484540/- charges towards registration of Association, therefore, the demand of said amount is illegal and not part of the contract. In respect of incidental charges like registration fees and stamp duty, it is always the obligation of the purchaser to meet the said expenses. The Clause-7 of the agreement stipulates the payment of Rs.10,500/-towards deposit and Clause 13 stipulates the payment of Rs.1500/-per flat as additional amount towards incidental expenses. In the plaint in para 10, it is averred that Rs.10,500/- is paid by way of cheque separately and that the balance of sale consideration is only Rs.1,51,418.79. There is no denial in the written statement regarding the payment of Rs. 10,500/-by cheque for each flat. The demand of Rs.4,84,540/-is illegal and does not form part of the contract, hence refusal to pay the said amount cannot constitute breach of terms of the contract. It is not necessary for the plaintiff to pay the deposit amounts towards electricity and water charges. It is inevitable obligation for the plaintiff to pay the amounts to the department directly. When once the plaintiff is willing to pay the sale consideration and prepared to pay the stamp duty and registration charges, it cannot be said that the plaintiff is not ready and willing to perform his part of the contract. 15. The contention that Sec.50-C of the I.T. Act would harshly operate against the defendants in the event of registration of sale and their liability to pay the capital gains tax will be much more than the sale price is untenable. The Sec. 247 defines that Transfer of property includes delivery of possession and contracts U/s. 53-A of the TP Act. The contention that Sec.50-C of the I.T. Act would harshly operate against the defendants in the event of registration of sale and their liability to pay the capital gains tax will be much more than the sale price is untenable. The Sec. 247 defines that Transfer of property includes delivery of possession and contracts U/s. 53-A of the TP Act. The delivery of possession has taken place in the year 1983, therefore, the capital gains will be computed with reference to the value of the year 1983. 16. The trail Court finds that P.W.1 in his evidence states that the plaintiff is not prepared to take sale deed in respect of undivided share in the property. The terms of contract under Ex.P1 do not stipulate that two separate sale deeds to be executed viz., one towards undivided interest and another towards apartment. The agreement envisages execution of only one sale deed. The defendants offered to execute two sale deeds viz., one in respect of apartment and other towards undivided share and that the plaintiff was not agreeable. This fact is borne out in legal notices and correspondences exchanged between the parties. In the said context, if PW.1 refused to take separate sale deed in respect of undivided share, it cannot be interpreted that the plaintiff is refusing to take the sale deed as per the terms of the contract. The contra finding of the trial court is bad in law. 17. The plaintiff has sought for damages at the rate of Rs.100/-per day per flat for the delay in executing the sale deed. The said stipulation is in the nature of penalty. The evidence of PW.1 discloses the plaintiff has not suffered any loss, hence the plaintiff cannot enforce the said stipulation without proof of actual damage. 18. For the reasons and discussions made above, the judgment and decree of the trial Court in rejecting the relief of specific performance is set aside, the appeal is allowed partly. However, the claim for damages is rejected. The plaintiff to pay the balance of sale consideration and obtain registration of the sale deed at its cost. The sale deed to be executed within two months from the date of receipt of this judgment. The parties to bear their own costs.