JUDGMENT : L. Narasimha Reddy, J. These two appeals arose out of the judgment and decree dated 23-02-2000 passed by the learned III Senior Civil Judge, City Civil Court, Secunderabad, in O.S. No.643 of 1988. 2. The sole plaintiff in the suit preferred C.C.C.A. No.124 of 2000 and the 1st defendant therein preferred C.C.C.A. No.149 of 2000. The 2nd defendant is the son of the 1st defendant. 3. For the sake of convenience, the parties are referred to as arrayed in the suit before the trial Court. 4. The plaintiff filed the suit for the relief of specific performance of an agreement of sale dated 24-04-1985 in respect of the suit schedule property, a plot of 2,000 square yards bearing Municipal No.1-11-256 at Begumpet, Secunderabad, or in the alternative to pass a decree for damages, in a sum of Rs.15.00 lakhs with interest at 24% per annum. 5. The plaintiff pleaded that the 1st defendant and his son, the 2nd defendant, are the joint owners of the suit schedule property and they have executed the agreement of sale in its favour. It was alleged that consideration for the property was fixed at Rs.15.00 lakhs and that a sum of Rs.51,000/- was paid on the date of agreement. It was alleged that the balance sale consideration was agreed to be paid on the date of execution of sale deed, but in spite of repeated demands, the defendants did not come forward to receive the balance of consideration and to execute the sale deed. 6. The plaintiff has also pleaded that the defendants are under the obligation to clear the encumbrances over the property, obtain clearance certificate under the Urban Land (Ceiling & Regulation) Act, 1976 (for short “ULC Act”) and a clearance certificate under Section 230-A of the Income Tax Act (for short “IT Act”). According to it, 30- 11-1985 was tentatively agreed to be the date for completion of the entire transaction. The plaintiff has also stated that its subsequent enquiries revealed that the defendants are indebted to various parties and the suit schedule property was either under mortgage or was offered as security. It was alleged that the plaintiff has also tried to use its influence with the parties to settle the claim vis-a-vis the property, but the defendants did not evince any interest. It was alleged that the plaintiff has also tried to use its influence with the parties to settle the claim vis-a-vis the property, but the defendants did not evince any interest. It was also pleaded that it was always ready and willing to perform their part of contract and that the default is on the part of the defendants. 7. Defendants 1 and 2 filed separate written statements. The 1st defendant has explained in detail, the circumstances under which the document, which the plaintiff treated as agreement of sale, has come into existence. He stated that his two sons have undertaken the activity of drilling bore-wells and in the process they have obtained loans from Union Bank of India and Punjab National Bank and that the title deed in respect of the suit schedule property was deposited with the Union Bank of India. He stated that as many as three suits, being O.S. No.102 of 1983, 615 of 1984 and 769 of 1984 were filed by the banks against them and decrees were also passed. He stated that when steps were being initiated for obtaining attachment against the properties of their family, Athmaram Asrani, who is a director in the plaintiff company and person known to him, offered help, stating that he has good relationship with the administration with Union Bank of India and Punjab National Bank. It is stated that on the advice given by Asrani, two documents, purporting to be agreements of sale, were prepared, and in one document, he, the 1st defendant, alone signed on behalf of the parties of First and Second Parts, and in another document, he signed on behalf of the First Part, and Asrani on behalf of the Second Part. According to him, there was a specific understanding to the effect that they would be used before the banks to paint a picture that the property was being offered for sale. He has stated that in the clause pertaining to payment of consideration, blanks were left and without payment of any amount, number of a cheque was written. 8. The 1st defendant has also elaborated the other sequence of events and pleaded several grounds in his attempt to demonstrate that the so-called agreement of sale was incapable of being acted upon at all. 8. The 1st defendant has also elaborated the other sequence of events and pleaded several grounds in his attempt to demonstrate that the so-called agreement of sale was incapable of being acted upon at all. By way of illustration, he stated that in one of the clauses it was mentioned that the land was being purchased for construction of a multi-storied complex, whereas being in the immediate proximity of airport, the land cannot be used for that purpose at all. It was also stated that the agreement authorises the plaintiff to submit applications seeking permission of the municipal authorities and till the date of filing of the suit, no such application was filed. He further stated that no notice was issued nor the so-called agreement is capable of being enforced and prayed for dismissal of the suit. 9. In his brief written statement, the 2nd defendant has simply stated that he did not sign the agreement nor did he authorise his father, the 1st defendant, to take any steps on his behalf and prayed for dismissal of the suit. 10. Taking into account the pleadings before it, the trial Court framed the following issues for consideration: “1. Whether the suit is properly filed and verified, on behalf of the plaintiff company ? 2. Whether this court has territorial jurisdiction regarding the suit property ? 3. Whether the suit agreement is true and intended to be acted upon ? 4. Whether the suit agreement is supported by consideration ? 5. Whether the suit agreement is valid and binding ? 6. Whether the suit agreement is invalid, on grounds of material alterations ? 7. Whether the plaintiff is entitled to specific performance ? 8. To what relief ?” 11. On behalf of the plaintiff, PWs.1 and 2 were examined and Exs.A-1 to A-8 were filed. On behalf of the defendants, DWs.1 and 2 were examined and Exs.B-1 to B-37 were filed. The other record was taken on file in the form of Exs.X-1 to X-6. 12. While the plaintiff feels aggrieved by the denial of specific performance and preferred C.C.C.A. No.124 of 2000, the 1st defendant filed C.C.C.A. No.149 of 2000 assailing the decree for payment of amount. 13. The other record was taken on file in the form of Exs.X-1 to X-6. 12. While the plaintiff feels aggrieved by the denial of specific performance and preferred C.C.C.A. No.124 of 2000, the 1st defendant filed C.C.C.A. No.149 of 2000 assailing the decree for payment of amount. 13. Sri Sunil S. Ganu, learned counsel for the plaintiff, submits that the agreement Ex.A-1 was, no doubt, signed by the 1st defendant alone, but he did so not only on his behalf but also on behalf of his son, the 2nd defendant. He contends that by the time Ex.A-1 was entered into, the 1st defendant held a General Power of Attorney executed in his favour by the 2nd defendant. He submits that the necessary ingredients and the readiness and willingness on the part of the plaintiff were proved and still the trial Court refused the relief of specific performance. He contends that further steps in pursuance of the agreement of sale could not be taken by the plaintiff on account of the fact that there existed several encumbrances vis--vis the property and the defendants were not forthcoming to clear them. He further submits that the defendants, and, in particular, the 1st defendant, failed to prove any of the facts pleaded by him including those relating to the signing of Ex.A-1 or the so-called loss of G.P.A. document in the year 1990. He contends that even according to the trial Court, the 1st defendant was not speaking truth and still such evidence was taken into account for denying the relief. It is also pleaded that the plaintiff was handicapped from depositing the balance sale consideration with the defendants since the mortgages and other charges vis-- vis the property were not cleared, and certificate from the authorities under the ULC Act and the clearance under the IT Act were not obtained. He has advanced other ancillary and subsidiary contentions and has placed reliance upon certain precedents. 14. Sri B. Adinarayana Rao, learned senior counsel appearing for the 1st defendant, submits that filing of the suit by the plaintiff was an attempt to knock away the suit schedule property by misusing the acquaintance, which the director of the plaintiff had with the 1st defendant. 14. Sri B. Adinarayana Rao, learned senior counsel appearing for the 1st defendant, submits that filing of the suit by the plaintiff was an attempt to knock away the suit schedule property by misusing the acquaintance, which the director of the plaintiff had with the 1st defendant. He contends that there are several unnatural features about Ex.A-1 ranging from the manner in which it was signed by the parties, to the incorporation of clause pertaining to payment of consideration and it hardly leaves any doubt that it was not at all intended to be acted upon. He submits that though the property is owned by defendants 1 and 2 in equal shares, the agreement was signed only by the 1st defendant and there is not even a mention that the 1st defendant is signing it on his behalf and that he has been authorised to sign on behalf of his son, the 2nd defendant, also. Learned senior counsel submits that the very fact that though the suit was filed more than three years after execution of the agreement of sale, the plaintiff did not issue any notice calling upon the defendants to perform their part of the obligation shows the unnaturality of the events or the proceedings. He contends that an important aspect viz., payment of consideration is shrouded in mystery and nowhere in the pleadings or evidence, it was mentioned that the so- called advance of Rs.51,000/- was ever paid to the 1st defendant and that the record discloses that a clandestine remittance was made to the account of the 1st defendant. He submits that the decree passed by the trial Court for refund of Rs.51,000/- that too with interest at 24% per annum, cannot be sustained in law. He argues that when 30-11-1985 was stipulated as the date for conclusion of the transaction, the filing of the suit four years thereafter cannot reflect readiness on the part of the plaintiff. 15. Sri C. Bala Gopal, learned counsel for the 2nd defendant, submits that his client has neither signed the agreement nor did he authroise or permit his father, the 1st defendant, to sign the agreement of sale on his behalf. 15. Sri C. Bala Gopal, learned counsel for the 2nd defendant, submits that his client has neither signed the agreement nor did he authroise or permit his father, the 1st defendant, to sign the agreement of sale on his behalf. Learned counsel submits that even according to the plaintiff, it is aware of the indebtedness of the defendants and mortgage of the property with the banks; and it is just un-understandable as to how anyone can enter into an agreement for purchase of such property that too without making any provision for clearance of mortgages etc. 16. In view of the extensive arguments advanced by the learned counsel for the parties, we find that the following points arise for consideration: 1) Whether the plaintiff proved the existence of an agreement of sale, which conforms to requirements under law? 2) Whether the plaintiff made out a case for grant of relief of specific performance of agreement of sale? 3) Whether the plaintiff can be said to have been ready and willing to perform its part of the contract? 4) Whether the decree passed by the trial Court for payment of a sum of Rs.51,000/-with interest at 24% per annum can be sustained in law? POINT No.1: 17. The plaintiff filed the suit for specific performance of agreement of sale, marked as Ex.A-1. It is not in dispute that the suit schedule property is owned by both the defendants and together they are shown as parties of first part in Ex.A-1. In a suit for specific performance, the plaintiff has to prove certain basic facts viz., (a) execution of the agreement of sale by the concerned parties; (b) the manner in which the consideration has either passed or has been agreed to be paid; (c) the conditions that are required to be complied with by either parties; and (d) the time frame, if any, that is required to be adhered to, by the parties. 18. The first ingredient referred to above is a matter of proof. If there is no serious dispute as to execution of agreement, the burden upon the plaintiff gets lightened to that extent. If the defendants dispute the very execution of agreement or the circumstances under which it came into existence, the plaintiff has to discharge the burden, in this behalf. 19. If there is no serious dispute as to execution of agreement, the burden upon the plaintiff gets lightened to that extent. If the defendants dispute the very execution of agreement or the circumstances under which it came into existence, the plaintiff has to discharge the burden, in this behalf. 19. In the instant case, if one applies the ordinary principle of proof of execution of a document, the plaintiff would certainly trail behind. The reasons are that (i) though Ex.A-1 provides for signature of witnesses, relevant columns are left blank, (ii) only one of the parties to the agreement has signed on all the seven pages and it is only on the last page, the representative of the plaintiff signed, and (iii) not a single witness has been examined to speak about the execution Ex.A-1. However, the disadvantage, which the plaintiff has to suffer on account of these factors, is neutralised to a larger extent, by the admission on the part of the 1st defendant as DW.1. He did not dispute his signature on Ex.A-1. 20. The matter, however, does not rest at that. There is serious uncertainty about the existence of consensus ad idem. In the first paragraph of Ex.A-1, it is mentioned that it is executed by the two defendants and their names are mentioned with full particulars. It is pertinent to mention that both of them figured independently and there is nothing to suggest that one represents the other. The clause reads: “WHEREAS the Party of the First Part has represented that they are the absolute owners and are in possession of the premises now bearing No.1-11-256, situated at New Airport Road, Begampet, Secunderabad, which is more particularly described it the Schedule and Plan annexed to this Agreement and hereinafter referred to as 'the property'. It is, however, signed by the 1st defendant alone. In the last page of the agreement, the 1st defendant signed over the phrases, “Party of the First Part” and “Party of the Second Part”. It is the plaintiff that was mentioned as the Party of the Second Part. The representative of the plaintiff signed below the said description. 21. It is pleaded that the 1st defendant signed not only for himself but also on behalf of the 2nd defendant. It is the plaintiff that was mentioned as the Party of the Second Part. The representative of the plaintiff signed below the said description. 21. It is pleaded that the 1st defendant signed not only for himself but also on behalf of the 2nd defendant. Support is sought to be drawn for this proposition from the fact that in the last page of Ex.A-1, the 1st defendant signed at two places. 22. In case, the 2nd defendant authorized his father, the 1st defendant, to enter into the agreement of sale on his behalf, there ought to have been a recital in the agreement to the effect that the 2nd defendant is represented by the 1st defendant. As observed earlier, there is no such recital. In his written statement, the 2nd defendant flatly denied, his association with Ex.A-1. Added to that there is no evidence, oral or documentary, on behalf of the plaintiff to suggest that the 1st defendant represented to the plaintiff that he is representing his son also. 23. An attempt was made by the plaintiff to prove that the 1st defendant is authorized by his son to transact on his behalf in view of the irrevocable power of attorney said to have been executed by the 2nd defendant on 16-03-1985, marked as Ex.A-4. Through that document, the 2nd defendant authorized his father to transact on his behalf in relation to his share in the plot of 2,000 square yards. However, the plaintiff owes great deal of explanation in this regard. Firstly, there is no mention about Ex.A-4 in Ex.A-1. Secondly, PW.1 did not explain as to when and in what manner he came into possession of Ex.A-4. There is not even a mention of the same in the plaint. Added to that, the 1st defendant as DW.1 stated that in the course of trial of the suit that Ex.A-4, which he was holding, was missing from his custody in the premises of the trial Court and the same came to be possessed by PW.1. 24. Assuming that PW.1 got custody of Ex.A-4 through proper means, that fact does not cure the serious defect from which Ex.A-1 suffers. It is only when a specific reference is made in the document as to existence of a power of attorney and the person holding it, acting upon such power of attorney, cognizance thereof can be taken. 24. Assuming that PW.1 got custody of Ex.A-4 through proper means, that fact does not cure the serious defect from which Ex.A-1 suffers. It is only when a specific reference is made in the document as to existence of a power of attorney and the person holding it, acting upon such power of attorney, cognizance thereof can be taken. Therefore, the plaintiff failed to prove that Ex.A-1 was executed for and on behalf of the 2nd defendant also. Once it is not disputed that the property is jointly owned by the defendants, the absence of one, in the transaction would certainly be fatal. 25. The property is not only large in extent, but is also situated in a prime locality. The transaction thereof is bound to be correspondingly serious. The endeavour of the parties, and, in particular, the purchaser, must be to get the sale deed executed at the earliest. There is a recital in Ex.A-1 to the effect that the transaction must be concluded by 30-11-1985. Not a single letter was addressed on behalf of the plaintiff requiring the defendants to take any steps. No attempt was made to offer the balance of sale consideration. It is pertinent to mention that price was mentioned as Rs.15.00 lakhs and what was shown as paid is Rs.51,000/- i.e., just about 3% of the total sale consideration. Even as regards this, there is any amount of uncertainty. 26. On the basis of the clause stipulating the date as 30-11-1985 as conclusion of the transaction, it cannot be straight away assumed that time was treated as essence of the contract. It is not necessary to refer to the relevant precedents in this behalf. That, however, does not relieve the plaintiff of the requirement to be attentive and to show its anxiety or inclination to proceed with the transaction. This becomes essential in view of the specific plea of the defendants that Ex.A- 1 was only a nominal document and it was never intended to be acted upon. If the plaintiff did not take any steps, not only before the last date stipulated for conclusion but also till the date of filing of the suit, it has, only, added strength to the plea of the defendant that it was not intended to be acted upon. If the plaintiff did not take any steps, not only before the last date stipulated for conclusion but also till the date of filing of the suit, it has, only, added strength to the plea of the defendant that it was not intended to be acted upon. This is particularly so, when there was absolute silence on the part of both the parties from the date of agreement for about three (3) years, till the date of filing of the suit. 27. On this very aspect, one fact needs to be taken into account. The 1st defendant pleaded that the agreement was brought into existence on the advise of PW.1 stating that it would enable him to interact with the officials of the bank. The relevant portion in the written statement reads: “Sri Atma Ram K Asrani, who controls the Plaintiffs Company concern, is a personal friend of this First Defendant and he is aware of all these difficulties, being faced and placed, causing suffering and miseries, meted out to this First Defendant because of all the aforesaid litigations. He himself suggested that he will use all his influence with the aforesaid Banks to settle the claims of the defendants, by bringing down the Claims of the Banks and that this defendant may execute a Formal Document, purporting to be an Agreement of Sale in favour of his Company, so that, he may use the same and bring the Banks down to reasonable settlement and help him. Thus he obtained the suit agreement in three different forms, for using them, as occasion arises. In one of the versions it is only signed, by this defendant as the First Party and Sri Shyamlal A Asrani, S/o. Sri Atma Ram K Asrani, as Second Party and in another version, it was signed only by the First Defendant, both as First Party and Second Party. The Xeroxed copy whereof was filed, as Document No.1 along with the suit plaint and when the plaintiff was required to file the original document, after taking lot of time, the original was filed. They were obtained from this defendant, out of confidence and trust without any consideration, in deed. The Xeroxed copy whereof was filed, as Document No.1 along with the suit plaint and when the plaintiff was required to file the original document, after taking lot of time, the original was filed. They were obtained from this defendant, out of confidence and trust without any consideration, in deed. Subsequently, the plaintiff pretended to negotiate, with the aforesaid two Banks and, protracted the matters for about three years, on one pretext or the other and failed to keep up his assurance in order to keep this defendant in a tight corner and exploit him. When this defendant pressed hard, the plaintiff, for return of the said documents, he filed this suit, with false, frivolous and mischievous allegations. The material alterations therein, themselves, speak, as regards the nominal and formal nature of the so called agreement. It was got up as a nominal document to induce and bring round the Union and Punjab National Bank for a reasonable settlement by use of the name and influence of the plaintiff as a big industrial concern.” This part of the written statement gained support from the plaint itself. In paragraph No.3 of the plaint, the following is stated: “.........In fact in good faith the plaintiff tried to use its influence with the banks to settle the claim of the defendants and even offered to make payment from out of the balance sale consideration to enable the defendants to discharge the said liabilities of the bank. However, the defendants did not take further interest in the matter and the matter has been kept pending.........” 28. Payment of consideration or the condition in relation thereto is another important part of an agreement of sale. If the contract is genuine, it would disclose payment of substantial part of consideration. Even if the initial advance is a token amount, the purchaser would either pay substantial amounts over the period or at least would offer to pay. 29. In Ex.A-1, the clause pertaining to payment of consideration was initially left blank. However, it was filled with the number of a cheque and date. The evidence on record discloses that a sum of Rs.51,000/- was remitted to the account of the 1st defendant without his knowledge. It is stated that the voucher filed as Ex.A-3 is totally unrelated. If the cheque was received by the 1st defendant, it was for him to deposit the same into his account. The evidence on record discloses that a sum of Rs.51,000/- was remitted to the account of the 1st defendant without his knowledge. It is stated that the voucher filed as Ex.A-3 is totally unrelated. If the cheque was received by the 1st defendant, it was for him to deposit the same into his account. It was elicited from PW.1 that the cheque was deposited by his employee and that the corresponding amount has not been withdrawn by the 1st defendant so far. As observed in the preceding paragraphs, till the date of filing of the suit, not a rupee was either paid or offered. A detailed discussion in this behalf would be undertaken in the point relating to readiness on the part of the plaintiff. 30. Therefore, point No.1 is answered against the plaintiff. POINT No.2: 31. Assuming that Ex.A-1 is proved to be a valid agreement of sale, enforceable in law, it needs to be seen as to whether the plaintiff was ready and willing to perform its part of contract. Apart from being a requirement under Section 16(c) of the Specific Relief Act, 1963; Code of Civil Procedure makes it mandatory to incorporate the plea as to readiness and willingness on the part of the plaintiff in a suit for specific performance in Form Nos.47 and 48 of Appendix - A. Form Nos.47 and 48 of Appendix - A read: Form No.47 “SPECIFIC PERFORMANCE (No.1) (Title) A. B., the above-named plaintiff, states as follows:- 1. By an agreement dated the ..................... day of ..................... and signed by the defendant, he contracted to buy of [or sell to] the plaintiff certain immovable property therein described and referred to, for the sum of ..................... rupees. 2. The plaintiff has applied to the defendant specifically to perform the agreement on his part, but the defendant has not done so. 3. The plaintiff has been and still is ready and willing specifically to perform the agreement on his part of which the defendant has had notice. 4. [Facts showing when the cause of action arose and that the Court has jurisdiction.] 5. The value of the subject-matter of the suit for the purpose of jurisdiction is ..................... rupees and for the purpose of court-fees is ........................ rupees. 6. 4. [Facts showing when the cause of action arose and that the Court has jurisdiction.] 5. The value of the subject-matter of the suit for the purpose of jurisdiction is ..................... rupees and for the purpose of court-fees is ........................ rupees. 6. The plaintiff claims that the Court will order the defendant specifically to perform the agreement and to do all acts necessary to put the plaintiff in full possession of the said property [or to accept a transfer and possession of the said property] and to pay the costs of the suit.” Form No.48 “SPECIFIC PERFORMANCE (No.2) (Title) A. B., the above-named plaintiff, states as follows :- 1. On the ........................ day of .............. 19..../20...., the plaintiff and defendant entered into an agreement, in writing, and the original document is hereto annexed. The defendant, was absolutely entitled to the immovable property described in the agreement. 2. On the ..................... day of ..................... 19..../20...., the plaintiff tendered ............... rupees to the defendant, and demanded a transfer of the said property by a sufficient instrument. 3. On the ..................... day of ..................... 19..../20...., the plaintiff again demanded such transfer. [Or the defendant refused to transfer the same to the plaintiff.] 4. The defendant has not executed any instrument of transfer. 5. The plaintiff is still ready and willing to pay the purchase-money of the said property to the defendant. 6. [Facts showing when the cause of action arose and that the Court has jurisdiction.] 7. The value of the subject-matter of the suit for the purpose of jurisdiction is ..................... rupees and for the purpose of court-fees is ........................ rupees. 8. The plaintiff claims- (1) that the defendant transfers the said property to the plaintiff by a sufficient instrument [following the terms of the agreement]; (2) ..................... rupees compensation for withholding the same.” From which, it is evident that the plaintiff in a suit for specific performance, must not only furnish the particulars of agreement of sale but also state that- (a) he has required the defendant specifically to perform the agreement on his part, but the latter failed to do so, (b) the date on which the balance of sale consideration was tendered and the demand was made for specific performance are required to be stated. In the instant case, the plaintiff has not stated that the balance of consideration was offered by it to the defendants and that the latter refused to receive the same. The filing of the suit was the first step taken after Ex.A-1. 32. It is true that in J.P. Builders and another v. A Ramadas Rao and another ( 2011(1) SCC 429 ), the Supreme Court held that the readiness and willingness cannot be prescribed through a straight-jacket formula and it has to be determined from the totality of the facts and circumstances of the case, and what is required to be ascertained is the intention and conduct of the party, pleading readiness. Even if one applies that principle, it becomes clear that there was hardly any gesture from the plaintiff to pay the balance of consideration. Mere incorporation of a sentence in the plaint without indicating the date or the manner of offer of balance of consideration would not satisfy the requirement under law. 33. There is intrinsic material in the pleadings as well as the evidence of the plaintiff, to demonstrate that it was not ready and willing to perform its obligation. In Ex.A-1, there is a condition to the effect that the defendants shall obtain the necessary clearances/ permissions including the one under Section 230-A of the IT Act before execution of the sale deed. In other words, they stipulated the same as a condition precedent. In the plaint also, it is stated that the defendants did not discharge the obligation in that behalf. In the evidence of PW.1, it is categorically stated that unless the clearances are obtained, the plaintiff is not prepared to pay the balance of consideration. In the cross-examination, PW.1 stated: “......... it is true that I told the defendants after he came to know about the dues to the bank, that they would clear the liability to the bank and only then I will pay the balance consideration and execute the sale deed.........” In the next sentence, he retracted from the same and stated: “Witness again stated that he did not say the above fact. We have not written any letters to deft. demanding to complete the sale transaction by obtaining E.C., ULC certificate, I.T. clearance certificate etc. We have not written any letters to deft. demanding to complete the sale transaction by obtaining E.C., ULC certificate, I.T. clearance certificate etc. at any time We might have sent some letters and I am not sure whether we sent any telegrams or lawyers notice to the defts. before filing of suit It is not true to say that We never sent any reminders or letters or notices to the defts.” He admitted that he did not make any request to the defendants to comply with the conditions as to obtaining of certificates under ULC Act and IT Act etc. Even to find fault with the defendants, the plaintiff was under the obligation to tell them that it is ready with the balance of consideration and they must perform their part of the contract. 34. The readiness and willingness on the part of the purchaser under an agreement of sale is not a phenomenon that is expected to exist just on the date of filing of the suit or on the date of deposition. Its obligation to be ready with the balance sale consideration commences with the signing of contract and it is required to be present till the contract is concluded. Though it is not equivalent to state that he must demonstrate that he possessed of adequate means and was willing to pay it to the other party, both these important ingredients contained in the Forms extracted above, are thoroughly missing in the instant case. 35. We, therefore, hold that the plaintiff was not ready and willing to perform its part of contract. Accordingly, point No.2 is answered against the plaintiff. POINT No.3: 36. The discussion on this point must start with the taking note of the purport of Section 20 of the Specific Relief Act. The relief of specific performance is equitable and discretionary in nature in contrast to a legal remedy. If the remedy is recognized as legal, the discretion of the Court almost is circumscribed and once the relevant ingredients are proved, the Court has no option but to grant the relief. In contrast, in respect of discretionary reliefs, the Court is granted latitude in the context of forming an opinion as to whether the plaintiff deserved to be granted the relief. In contrast, in respect of discretionary reliefs, the Court is granted latitude in the context of forming an opinion as to whether the plaintiff deserved to be granted the relief. Not only the requirements as to proof of existence of agreement or even the readiness on the part of the plaintiff but also the surrounding circumstances play pivotal role in this regard. The discretion, of course, is not absolute and is required to be guided by fairness, and without any arbitrariness. The conduct of the parties, in the opinion of the Court, would have a bearing upon this aspect. 37. In the preceding paragraphs, various deficiencies in relation to Ex.A-1 are pointed out. In addition to that the defendants were able to demonstrate that certain manipulations were made in it. Ex.B-1 is nothing but a typed carbon copy of Ex.A-1. While in Ex.A-1 the signature of DW.1 is present upon the descriptions “Party of the First Part” and the “Party of the Second Part”, in Ex.B-1, he signed only upon the description “Party of the First Part.” Interpolations were also pointed out. This is on factual aspect. Not a single person has been examined by the plaintiff to speak genuinity of the transaction. 38. If Ex.A-1 is to be treated as a genuine document, several conditions mentioned therein make it a contingent contract. For example, the defendants are placed under the obligation to obtain clearances under ULC Act and IT Act etc., get the mortgages foreclose and obtain clearance under Section 230-A of the IT Act; it is only when these conditions are fulfilled that there can be progress in the matter. In other words, the contract is contingent in nature. Section 32 of the Indian Contract Act mandates that a contingent contract cannot be enforced by law unless and until the events mentioned therein happen. A situation of impossibility of performance descends in view of this. Added to that, the failure on the part of the plaintiff to submit any application to the Municipal Corporation seeking permission, though he was authorized under Ex.A-1 to do so, demonstrates lack of seriousness and commitment on its part. 39. One of the important factors that guide a Court in a suit for specific performance is as to whether the relief of specific performance is either inevitable or essential. 39. One of the important factors that guide a Court in a suit for specific performance is as to whether the relief of specific performance is either inevitable or essential. This can be from the point of view, as to whether the aggrieved party can be compensated in terms of money. It is only when the Court finds that the disadvantage, which the aggrieved party suffers, cannot be compensated in terms of money, that the relief of that nature can be granted. As a matter of fact, this is one of the requirements under Section 20 of the Specific Relief Act. In the instant case, Ex.A-1, with all its drawbacks notwithstanding, contains a clause to the effect that, if the transaction fails, the plaintiff shall be entitled for refund of the sum of Rs.51,000/- along with damages. 40. The net result of the cumulative effect of the factors referred to above is that the plaintiff did not make out a case for specific performance. Accordingly, point No.3 is answered against the plaintiff. POINT No.4: 41. Lastly, in granting the decree for refund of Rs.51,000/- with interest at 24% per annum, the trial Court has, in a way, given effect to Clause - 9 of Ex.A-1. Damages, obviously, were not allowed because the fault was not with the defendants. However, grant of interest at 24% per annum is proven to be penal. 42. Therefore, we sustain the decree as regards the amounts but reduce the rate of interest to 12% per annum. Point No.4 is answered accordingly. 43. Hence, C.C.C.A. No.149 of 2000 preferred by the defendants is partly allowed, only to the extent of reducing the interest from 24% per annum to 12% per annum, and C.C.C.A. No.124 of 2000 preferred by the plaintiff is dismissed. The Miscellaneous Applications filed in these appeals shall stand disposed of. There shall be no order as to costs.