JUDGMENT : 1. Appellant-defendant-Urban Improvement Trust (hereafter referred as ‘UIT’) has preferred this second appeal under Section 100 CPC assailing the judgment and decree dated 05.01.2018 passed in Civil First Appeal No.78/2017 by the Court of District Judge, Kota affirming the judgment and decree dated 18.05.2017 passed in Civil Suit No.7/2014 by the Court of Additional Civil Judge No.1, Kota (South) wherein and whereunder the civil suit for declaration and permanent injunction filed by the respondent No.1-Plaintiff (hereafter referred as ‘the plaintiff’) was decreed. 2. In short the UIT had executed registered lease deed dated 02.03.2012 for the commercial plot measuring 1002.80 Sq. Mts. Situated near Petrol Pump, MPS Nagar, Station Road, Kota in favour of the plaintiff pursuant to the auction proceedings and possession had also been delivered whereupon the plaintiff had obtained loan from the Rajasthan Financial Corporation (RFC) after obtaining NOC from the UIT, however later on, the UIT cancelled the lease deed vide order dated 26.12.2013. Hence, the plaintiff instituted civil suit to declare the order dated 26.12.2013 passed by the UIT canceling the registered lease deed of plaintiff dated 02.03.2012 as null and void and consequential relief for permanent injunction not to cause interference in use and occupation of the commercial plot in question. The plaintiff’s suit has been decreed, however, the UIT is assailing the judgments and decree for upholding the cancellation of lease deed on the ground that the plaintiff participated in the auction proceedings in the name of partnership firm Orbit Enterprises, whereas the lease deed has been got executed in favour of M/s Orbit Enterprises & Developers Pvt. Ltd., a private limited company, hence the lease deed suffers from misstatement and misrepresentation. As such the UIT has rightly canceled the lease deed invoking the provisions of Section 11 ( [k of the registered lease deed dated 02.03.2012. 3. The facts of case which are required to be considered to decide the issue involved in the second appeal, succinctly stated, are as under:- 3.1 That the UIT issued an advertisement to auction the commercial plot in question measuring 1002.80 Sq. Mts. Situated near Petrol Pump, MPS Nagar, Station Road, Kota for the scheduled date of 19.10.2011. The plaintiff participated in the auction proceedings and was found to be highest bidder. Mts. Situated near Petrol Pump, MPS Nagar, Station Road, Kota for the scheduled date of 19.10.2011. The plaintiff participated in the auction proceedings and was found to be highest bidder. The auction was confirmed in favour of plaintiff, who as per the rules of auction, deposited 25% i.e. Rs.65,34,935/- of the auction through cheque and later on, deposited the remaining 75% i.e. Rs.2,48,96,463/- through cheque. The UIT executed lease deed dated 02.03.2012 in favour of the plaintiff and the same was got registered before the Sub-registrar, Kota on 15.03.2012. Thereafter, plaintiff sought permission from UIT to take the loan from the Rajsthan Financial Corporation (RFC) by mortgaging the commercial plot in question. The UIT, issued NOC dated 27.03.2012, permitting the plaintiff to mortgage the plot in question with RFC for loan purpose. Thereafter, the UIT issued notice dated 27.11.2013 asking the plaintiff to submit the relevant documents of the registration of private limited company. The plaintiff submitted the required document, however the UIT issued another notice dated 11.12.2013 alleging inter alia that the plaintiff company had not participated in the auction and the lease deed issued in favour of and in the name of plaintiff company suffers from misstatement and misrepresentation, as such the lease deed is liable to be cancelled. Basically the stand of UIT is that in fact one partnership firm M/s Orbit Enterprises through partners Smt. Omwati and Smt. Manju participated in the auction proceedings on 19.10.2011 and on that date, the plaintiff company M/s Orbit Enterprises and Developers Pvt. Ltd. even was not incorporated, however later on at the time of execution of the lease deed, certain persons of the plaintiff-company hobnobbed with the officials of UIT and inserted the name of plaintiff company instead of the name of partnership firm. The UIT has stated that in the lease deed some overwriting was made and word “Power of Attorney” was replaced with the Director. Hence, it was noticed by the UIT that the lease deed suffers from misstatement and misrepresentation, liable to be cancelled invoking Clause 11 ( [k ) of the lease deed. Finally, the UIT issued order dated 26.12.2013 and cancelled the registered lease deed of plaintiff dated 02.03.2012 as also asked to deliver the possession. Hence, it was noticed by the UIT that the lease deed suffers from misstatement and misrepresentation, liable to be cancelled invoking Clause 11 ( [k ) of the lease deed. Finally, the UIT issued order dated 26.12.2013 and cancelled the registered lease deed of plaintiff dated 02.03.2012 as also asked to deliver the possession. 3.2 In such circumstances, the plaintiff instituted the civil suit seeking declaration of the order of cancellation dated 26.12.2013 issued by the UIT as null and void and for permanent injunction not to disturb in use and occupation of the commercial plot. 3.3 The UIT submitted written statement taking a defense to sustain the cancellation order dated 26.12.2013 as mentioned hereinabove, and to dismiss the suit. The RFC also submitted separate written statement stating that the plaintiff-company through its Director applied for loan of Rs.1,50,00,000.00 Crore. The RFC, on the basis of registered lease deed and NOC issued by the UIT, sanctioned loan by mortgaging the commercial plot of the plaintiff. It was admitted by RFC that the plaintiff-company is paying the regular installments of the loan amount. 3.4 The trial court settled the issue and recorded the evidence of both parties, thereafter vide judgment dated 18.05.2017 has decreed the plaintiff’s suit. The trial court, while deciding the issue No.1 as to whether the lease deed was rightly terminated by the UIT on the ground of misrepresentation of facts, observed that though the plaintiff-company was not registered on the date of auction on 19.10.2011, however promoters of the company participated and enter into contract with the UIT. It was noted that after registration of the company, resolution was passed to acknowledge the contract made by promoters as authorized as per Clause 32 of the Memorandum of Article. The trial court, relied upon the Clause 33 of the Memorandum of Article of the plaintiff company (Exhibit-4) and on the basis of Section 15 (h) and 19 (e) of the Specific Relief Act, 1963, observed that the promoters of the company may enter into contract for the company before its incorporation. 3.5 The contention of the UIT that the application form to participate in the auction proceedings was submitted by M/s Orbit Enterprises through partners Smt. Omwati and Smt. Manju was not believed nor any such application form was placed on record. The defense of UIT was noticed as contradictory. 3.5 The contention of the UIT that the application form to participate in the auction proceedings was submitted by M/s Orbit Enterprises through partners Smt. Omwati and Smt. Manju was not believed nor any such application form was placed on record. The defense of UIT was noticed as contradictory. As per record of the auction proceedings (Exhibit A-2), the highest bid was finalized in the name of M/s Orbit Enterprises & Developers Pvt. Ltd. through Smt. Omwati and Smt. Manju. In the deposit receipts (Exhibit-1/7 and A/8), the word “Partner” is not indicated. From the bank statement (Exhibit-3) of OBC Bank, the amount of 65,34,935/- was credited in the name of UIT Secretary, Kota from the account of M/s Orbit Enterprises & Developers Pvt. Ltd. Thus, it was noticed that the UIT accepted the bid amount from the plaintiff-company. Further it was noticed that the demand letter (Exhibit-A/1) dated 29.11.2011 was issued by the UIT in the name of plaintiff i.e. M/s Orbit Enterprises & Developers Pvt. Ltd. through Smt. Omwati and Smt. Manju. The witness of UIT (DW/2) accept the document (Exhibit-A/1) issued in the name of plaintiff company, which was not corrected. The remaining 75% amount i.e. Rs.2,48,96,463/- through cheque was also deposited from the account of plaintiff-company, which stands fortified by the bank statement (Exhibit-13). It was noticed that the UIT never objected nor held any inquiry as to how the bid amount has been deposited by the plaintiff-company, if the auction was finalized in the name of M/s Orbit Enterprises through partner Smt. Omwati and Smt. Manju. There is no explanation from the side of UIT in this regard. Further the witness of UIT accepts that an application (Exhibit-20), for issuance of the lease deed, was moved by and on behalf of M/s Orbit Enterprises & Developers Pvt. Ltd. through Jitendra Singh Choudhary. The defense of the UIT that the word “Power of Attorney” was replaced by “Director” did not find support with the registered copy of lease deed. Further it was noticed by the trial court that after issuance and registration of the lease deed, the UIT itself has issued NOC on 27.03.2012 (Exhibit-A/3), which was also issued in the name of plaintiff-company. The UIT could not produce any explanation for issuance of NOC. It was noticed that the UIT first time issued show cause notice (Exhibit-10) on 27.11.2013. The UIT could not produce any explanation for issuance of NOC. It was noticed that the UIT first time issued show cause notice (Exhibit-10) on 27.11.2013. The notice was duly replied by the Company. Thus, after evaluation of the documentary and oral evidence of both parties, the trial court concluded that the UIT could not prove that the lease deed issued in favour of the plaintiff suffers from misrepresentation of facts. 3.6. In relation to issue No.4 as to whether the UIT is well within its jurisdiction to cancel the registered lease deed under the terms and conditions of the lease deed, the trial court observed that the UIT has cancelled lease deed invoking the Clause 11 ( [k½ of the lease deed. The clause 11 ( [k½ talks about the cancellation of lease deed in case of misrepresentation of facts but in the present case, no misrepresentation of facts on the part of plaintiff has been proved. The UIT could not produce any evidence or document to show that the application form to participate in the auction proceedings was not produced by the plaintiff-company but was produced by the partnership firm M/s Orbit Enterprises through partner Omwati and Manju. Thus, finally, the trial court found that after issuance and registration of the lease deed and issuance of NOC by the UIT, lease deed has wrongly been cancelled by the UIT on the ground of misrepresentation of facts, which has not been proved. As such order of cancellation dated 26.12.2013 was declared as null and void and decree for permanent injunction protecting possession of plaintiff was passed against the UIT for not interfering in use and occupation of the commercial plot in question by the plaintiff. 3.7. The UIT preferred first appeal, challenging the judgment and decree dated 18.05.2017 passed by the trial court. The first appellate court re-appreciated the evidence of both parties and decided each issue having considered the findings recorded by the trial court. The first appellate court heard and decided the entire case on facts and law, thereafter did not find any infirmity, illegality and jurisdictional error in the judgment and decree of trial court, accordingly dismissed the first appeal vide judgment and decree dated 05.01.2018. 4. The counsel for the appellant-UIT has argued that the findings of fact and law recorded by two courts below are erroneous and perverse. 4. The counsel for the appellant-UIT has argued that the findings of fact and law recorded by two courts below are erroneous and perverse. Few substantial questions of law have been suggested for formulation and consideration by this Court, within the scope of Section 100 CPC. 5. Per contra, learned counsel for the respondent-plaintiff submits that proposed substantial questions of law are essentially question of fact and there is no element of question of law therein much less substantial question of law. He submits that the UIT has no competence and jurisdiction even to cancel the lease deed and once the cancellation of lease deed has been declared as null and void, there is no reasons to the UIT to agitate the issue before this Court. 6. Heard learned counsel for both parties, perused the impugned judgments and record. 7. During the course of arguments, the counsel for the appellant-UIT has suggested that substantial questions of law, as mentioned in the memo of appeal, are involved in the present second appeal. 8. In relation to the substantial question of law “whether M/s Orbit Enterprises through its partners had participated in the auction instead of the respondent No.1-company?”. This court is of considered opinion that the alleged question requires re-appreciation of evidence and the same may not be treated as question of law much less a substantial question of law. Both courts below, while deciding the issue No.1 and 4 have recorded a definite findings on the basis of pleadings and evidence on record that the UIT remained failed to prove that M/s Orbit Enterprises through its partners participated in the auction proceedings and even the application alleged to be moved by the partnership firm M/s Orbit Enterprises was not placed on record by the UIT. The findings of fact based on evidence may not be said to be suffer from any perversity and hence, no such proposed substantial question of law involved/arise in the present second appeal. 9. As far as substantial question of “whether the name of respondent No.1-company was inserted instead of M/s Orbit Enterprises subsequent to auction having been finalized in favour of M/s Orbit Enterprises?”. 9. As far as substantial question of “whether the name of respondent No.1-company was inserted instead of M/s Orbit Enterprises subsequent to auction having been finalized in favour of M/s Orbit Enterprises?”. This Court finds that there is no element of question of law therein much less substantial question of law, the trial court as well as the first appellate court have categorically observed that it is not proved that the auction was finalized in favour of the partnership firm M/s Orbit Enterprises. Such findings of fact need not to be disturbed at the stage of second appeal once the same are based on evidence on record. The counsel for appellant UIT could not point out any perversity in such fact findings nor could show that such fact findings are based on misreading/non-reading of evidence. Hence, this Court finds that such question of law pertains to the fact findings recorded by both courts below cannot be treated as a substantial question of law. 10. As far as the question of law “whether the respondent No.1- Company was able to establish that an agreement had been executed prior to the incorporation of the company authorizing its promoters to bid or enter into any contract on behalf of company?” is concerned, it is well settled proposition of law that the promoters of the company before its incorporation could enter into a contract for the benefit of the company. Both courts below, placing reliance on Section 15 (h) and 19 (e) of the Specific Relief Act have decided the aforesaid issued against the appellant- UIT. In support, the judgment of the Hon’ble Supreme Court in case of Jai Narain Parasrampuria (Dead) and Ors. Vs. Pushpa Devi Saraf and Ors. Reported in [ 2006 (7) SCC 756 ] may be referred wherein, it has been held as under:- “24. In terms of Section 15(h) of the Specific Relief Act, the Promoters of a company before its incorporation could enter into a contract for the benefit of the company and such contract may be warranted by the terms of incorporation of the company. The said provision is subject to the proviso that the company should accept the said transaction. In the instant case, indisputably it was done. The said provision is subject to the proviso that the company should accept the said transaction. In the instant case, indisputably it was done. Section 19(e) of the Act provides for grant of a decree of specific performance of a contract against a company when the promoters of a company before incorporation entered into a contract for the purpose of the company and such contract is warranted by the terms of incorporation. The said provision applies herein.” 11. It has also been observed by the Hon’ble Supreme Court that an express ratification of the contract is no longer warranted. In view of the fact that the company in the suit sought for declaration that it was the owner of the property, the same, in our opinion would amount to acceptance of the contract and communication thereof to the other party. In the case at hand, it has been noted by two courts below that the respondent No.1- company was incorporated on 01.12.2011 and the lease deed in favour of company was executed on 02.03.2012, followed by registration on 15.03.2012. It has been noted that the bid amount was deposited from the account of company itself, which has not been disputed by the appellant-UIT also. Thus, the courts below have discussed the issue at length dealing with the oral and documentary evidence and findings recorded are supported with the proposition of law, hence it cannot be said that such findings are either perverse or based on no evidence or contrary to the law settled by the Hon’ble Supreme Court. 12. The Hon’ble Supreme Court in case of Commissioner of Income Tax, Udaipur Vs. Chetak Enterprises Private Limited reported in [ (2020)18 SCC 306 ] has held in Para 9 as under:- “In other words, the property acquired by a promoter can be claimed by the company after its incorporation without any need for conveyance on account of statutory vesting. On such statutory vesting, all the properties of the firm, in law, vest in the company and the firm is succeeded by the company.” 13. In view of aforesaid discussion on facts and law, the proposed substantial question of law cannot be said to be involved in the present appeal. 14. On such statutory vesting, all the properties of the firm, in law, vest in the company and the firm is succeeded by the company.” 13. In view of aforesaid discussion on facts and law, the proposed substantial question of law cannot be said to be involved in the present appeal. 14. As far as substantial question of law No.4 and 5 are concerned, the same are general in nature and cannot be termed to be a question of law in the nature of substantial question of law. 15. In the present case, the facts are not in dispute that respondent No.1-Company, plaintiff in the suit was the highest bidder in the auction conducted by the appellant-UIT. The bid of the respondent-plaintiff was confirmed and the entire consideration was paid within the prescribed time through bank account of the company. Thereafter the UIT executed and registered the lease deed and handed over the physical possession of the commercial plot to the company. Even thereafter, the UIT issued NOC to the respondent-plaintiff for taking loan by mortgaging the plot in question before the RFC. Both courts below have concurrently observed that the cancellation of registered lease deed by the UIT is arbitrary and there is no misstatement and misrepresentation on the part of respondent-plaintiff, accordingly, the cancellation order of the registered lease deed by the UIT has been declared as null and void. The commercial plot in question is already in actual and physical possession of the company being used for commercial purposes. The appellant-UIT could not have any grievance much less legal grievance. More so, when both courts below by elaborate analytical discussion have decided the suit of the appellant in favour of the respondent plaintiff. The first appellate court, dismissed the appeal of UIT by marshaling the entire evidence and material on record. The appellant-UIT could not make out a case of legal perversity in the fact findings recorded by both courts below. In Support of such proposition of law, the judgment of the Honb’le Supreme Court in case of Narayanan Rajendran and Anr. Vs. Lekshmy Sarojini and Ors. Reported in [ (2009)5 SCC 264 ] and Ramathal vs. Maruthathal & ors. The appellant-UIT could not make out a case of legal perversity in the fact findings recorded by both courts below. In Support of such proposition of law, the judgment of the Honb’le Supreme Court in case of Narayanan Rajendran and Anr. Vs. Lekshmy Sarojini and Ors. Reported in [ (2009)5 SCC 264 ] and Ramathal vs. Maruthathal & ors. reported in [ (2018) 18 SCC 303 ] while deciding the case relating to the specific performance has observed that in absence of material irregularities and perversities in fact findings recorded by two courts below, the High Court is not required to interfere with. The re-appreciation of evidence as a whole at the stage of second appeal to draw a different conclusion and findings than recorded by two courts below have been held to be impermissible. 16. In another case of C. Doddanarayana Reddy (Dead) By Lrs. & Ors. Vs. C. Jayarama Reddy (Dead) by Lrs. & Ors. [ (2020) 4 SCC 659 ], the Hon’ble Supreme Court has observed that no interference should be made when the view expressed by two courts below is plausible. 17. Accordingly, the second appeal is not liable to be entertained and the same is hereby dismissed. 18. Stay application and any other pending application(s), if any, also stand(s) disposed of. 19. There is no order as to costs.