JUDGMENT : C.M. POONACHA, J. 1. The above first Appeal is filed by the Defendant Nos. 1 to 4 under Section 96 of Code of Civil Procedure, 1908 (for short ‘CPC’) challenging the Judgment and Decree dated 06.08.2013 passed in O.S. No. 326/2002 by the XIV Addl. City Civil Judge, Bangalore (CCH-28). 2. For the sake of convenience, the parties will be referred to by their rank before the Trial Court. 3. The case of the Plaintiff in brief is that he is the owner of property bearing No. 36/3 situated at 4th Main Road, RPC Layout, Corporation Division No. 30, Vijayanagara, Begaluru-560040 measuring East-West 129.9 feet and North-South 71 feet (hereinafter referred to as ‘suit property’). That, based on the representations made by the Defendant Nos. 2 to 4 who are the Directors of Defendant No. 1, Plaintiff entered into an Agreement of Sale Deed dated 05.05.1992 with the Defendant No. 1, whereunder, he agreed to sell the suit property at Rs. 235/- per square feet and an advance of Rs. 3,50,000/- was paid. The balance sale consideration was to be paid at the time of registration of the Sale Deed. 3.1 It is the further case of the Plaintiff that on the request of Defendant No. 1 represented by Defendant Nos. 2 to 4, to enable the Defendants to develop the suit property, the Plaintiff entered into a Development Agreement dated 07.07.1992, whereunder, the Defendant Nos. 1 to 4 agreed to purchase the suit property for a sale consideration of Rs. 21,65,000/- and the possession of the suit property was handed over to the Defendant No. 1. The advance amount paid under the Agreement dated 05.05.1992 was treated as advance amount under the Development Agreement. Defendant No. 1 undertook to construct residential apartments on the suit property after sanction of plan from the Corporation of City of Bengaluru and the Plaintiff agreed to sell the suit property to Defendant No. 1 or its nominees/s in full or in parts. The Plaintiff also executed General Power of Attorney (hereinafter referred to as ‘GPA’) dated 09.07.1992 in favour of Defendant No. 1 to negotiate for sale of flats. 3.2. That there were certain litigations which were contested and dismissed. The Plaintiff also executed General Power of Attorney (hereinafter referred to as ‘GPA’) dated 09.07.1992 in favour of Defendant No. 1 to negotiate for sale of flats. 3.2. That there were certain litigations which were contested and dismissed. That the Defendant No. 1 put up construction of the residential flats in the suit property and the Plaintiff executed a GPA dated 30.04.1997 in favour of Defendant No. 4 empowering him to sell the undivided share in the suit schedule property to the purchasers. At the request of the Defendant No. 1, Plaintiff executed a registered Sale Deed dated 25.05.1998 in favour of Smt. S. Revathi in respect of flat No. G-4 for a sale consideration of Rs. 80,000/-. 3.3. It is the further case of the Plaintiff that Defendant Nos. 1 to 4 failed to pay the balance sale consideration of Rs. 20,85,000/- as agreed by them. That the Defendant No. 4 as a GPA holder, executed the Sale Deeds in favour of intending purchasers of the flats. The purchasers of the flats entered into Construction Agreements with the defendants. The Defendant Nos. 1 to 4 have received consideration from the purchasers towards undivided share of the land as well as for construction of the flats. However, they failed to pay the balance sale consideration to the Plaintiff. 3.4 It is the further case of the Plaintiff that Defendant No. 4 purported to execute a mortgage by deposit of title deeds on behalf of the Plaintiff and a sum of Rs. 50 lakhs by way of loan was availed by the Defendant No. 1 from the Karnataka Bank Limited for the purpose of construction. That the said mortgage was executed on the basis of GPA dated 04.02.1998 allegedly executed by the Plaintiff in favour of Defendant No. 4. It is only when the Plaintiff received notice of O.A. No. 279/2001 filed by Karnataka Bank Limited before the Debt Recovery Tribunal, Bengaluru, impleading the Plaintiff, that he realised that the Defendant Nos. 1 to 4 intended to cheat the Plaintiff. 3.5. It is the further case of the Plaintiff that he got issued legal notice dated 11.07.2001 calling upon the Defendant Nos. 1 to 23 to pay the balance sale consideration. However, Defendant Nos. 1 to 4 sent a reply dated 30.07.2001 admitting the Agreement but denying the liability to pay the balance consideration. 3.5. It is the further case of the Plaintiff that he got issued legal notice dated 11.07.2001 calling upon the Defendant Nos. 1 to 23 to pay the balance sale consideration. However, Defendant Nos. 1 to 4 sent a reply dated 30.07.2001 admitting the Agreement but denying the liability to pay the balance consideration. Hence, the Plaintiff filed the suit seeking, inter-alia, for the following relief: (i) Pass a judgment and decree directing the defendants 1 to 23 to pay balance of sale consideration and past interest in a sum of Rs. 26,46,000.00 and further interest on the principal amount of Rs. 17,35,000.00 at 18% per annum from the date of suit till the date of payment and on failure of the defendants to pay the sale consideration direct the suit schedule property to be brought up for sale for realization of the decreetal amount by declaring charge of the plaintiff over the suit schedule property. 4. Defendant Nos. 1 to 4 entered appearance and contested the suit filed by the Plaintiff by filing their Written Statement denying the case of the Plaintiff. The Defendants have admitted the transaction between Defendant No. 1 and Plaintiff. They however, contended that the suit is time barred. It was denied that Defendant Nos. 2 to 4 have entered into any transaction with the Plaintiff in their individual capacity and that they only acted as Directors of Defendant No. 1. The Defendants admit the execution of the Agreement of Sale dated 05.05.1992 and advance payment of Rs. 3,50,000/- paid under the said Agreement. The Defendants also admit the execution of the Development Agreement and the Power of Attorney dated 09.07.1992. The Defendants contend that the Plaintiff has executed two more General Power of Attornies dated 30.04.1997 and 04.02.1998. 4.1. It is the further case of the Defendants that various litigations were initiated in respect of the suit property and that they incurred huge expenses for contesting the said litigations which is required to be reimbursed by the Plaintiff. 4.2. The Defendants admitted availment of the credit facilities from Karnataka Bank Ltd. That the Defendants spent various amounts for construction work, as well as incurred various other expenses. 4.3. It is the specific case of the Defendants that after lengthy discussions it was agreed that only Rs. 80,000/- was payable by the Defendants to the Plaintiff and the said amount of Rs. 4.3. It is the specific case of the Defendants that after lengthy discussions it was agreed that only Rs. 80,000/- was payable by the Defendants to the Plaintiff and the said amount of Rs. 80,000/- was paid at the time of execution of the Sale Deed dated 25.5.1998. The settlement of accounts is reflected in the accounts of the Defendants which have been filed with the statutory authorities. Hence, the Defendants have forfeited the amounts received from the purchasers and are not liable to pay any money to the Plaintiff. That Plaintiff with mala-fide intention has denied the execution of the GPA dated 04.02.1998. The Defendants specifically contended that the accounts between Defendant Nos. 1 to 4 having been settled, question of paying any amount to the Plaintiff does not arise. Hence, they seek for dismissal of the suit. 5. Defendants 5 to 23 are the purchasers of the apartments. 6. The Trial Court, based on the pleadings of the parties, framed the following five issues for its consideration: 1. Whether plaintiff proves that defendants 1 to 23 are liable to pay balance consideration amount of Rs. 17,35,000/- as the plaintiff sold away the flats to the defendants? 2. Whether the plaintiff is entitled for 18% interest over the amount of Rs. 17,35,000/- amounting to Rs. 9,11,000? 3. Whether the defendants 1 to 4 proves that the sum of Rs. 17,35,000/- has been forfeited as contended in paragraph 7 and 8 of the written statement? 4. Whether plaintiff is entitled for the reliefs sought? 5. What order or decree? 7. The Plaintiff examined himself as PW-1 and marked Exs.P1 to P24. Sri K.S. Krishna Prasad - the Director of the Defendant No. 1 was examined as DW-1. Defendant No. 16 was examined as DW-2 and Defendant No. 14 was examined as DW-3. Exs.D1 to D6 were marked in evidence. The Trial Court by its Judgment and Decree dated 06.08.2013, passed the following: “ORDER In the result, the suit filed by the plaintiff is decreed in part with costs. The defendants 1 to 4 are jointly and severally directed to pay a sum of Rs. 26,46,000/- along with costs. The defendants 1 to 4 are also directed to pay current interest at the rate of 13.5% per annum on the principal amount of Rs. 17,35,000/- from the date of the suit till its complete realization. The defendants 1 to 4 are jointly and severally directed to pay a sum of Rs. 26,46,000/- along with costs. The defendants 1 to 4 are also directed to pay current interest at the rate of 13.5% per annum on the principal amount of Rs. 17,35,000/- from the date of the suit till its complete realization. The defendants 1 to 4 are granted with 3 months time to pay the decreetal amount. In case of failure to do so by defendants 1 to 4, the plaintiff is entitled to get the decree executed through the process known to law. The suit against defendants 5 to 23 is dismissed. Draw decree accordingly.” 8. Being aggrieved the present appeal is filed. 9. Shri G. Balakrishna Shastry, learned counsel appearing on behalf of the Appellants/Defendant Nos. 1 to 4 contended: (i) that the order of the Trial Court holding that Defendant Nos. 2 to 4 were jointly and severally liable to pay the amount is erroneous since there is no personal liability against the said Defendants and they only acted as Directors of Defendant No. 1-company. (ii) That the rate of interest ordered to be paid @ 13.5% per annum from the date of suit till realization is excessive. Hence, he seeks for allowing of the above appeal and for modification of the judgment and decree passed by the Trial Court. 10. Per contra, Sri P.D. Surana, learned counsel appearing for the Respondent contends that DW-1 having admitted in his cross-examination the liability to pay the principal amount and the Trial Court having appreciated the oral and documentary material on record in the proper perspective, the judgment and decree passed by the Trial Court is just and proper and the same does not warrant interference in the present appeal. 11. We have considered the submissions made by both the learned counsels and perused the material available on record. The Trial Court has not framed an issue regarding individual/personal liability of Defendant Nos. 2 to 4 to pay the suit claim amount to the Plaintiff. In the normal course, a specific issue in that regard is to be framed and the matter remanded to the Trial Court for consideration. The Trial Court has not framed an issue regarding individual/personal liability of Defendant Nos. 2 to 4 to pay the suit claim amount to the Plaintiff. In the normal course, a specific issue in that regard is to be framed and the matter remanded to the Trial Court for consideration. However, having regard to the fact that the suit is of the year 2002 and the present appeal is of the year 2013, having regard to the long pendency of the litigation between the parties, the said aspect is considered in the present appeal. The questions that arise for our consideration are: (i) Whether Defendant Nos. 2 to 4 are jointly and severally liable along with Defendant No. 1 to pay the suit claim to the Plaintiff? (ii) Whether the interest awarded by the Trial Court at 13.5% p.a. is just and proper? (iii) Whether the judgment and decree passed by the Trial Court is liable to be modified? 12. The Trial Court while considering issue Nos. 1 and 2 and holding the same as partly in the affirmative has recorded the following findings: (i) The ownership of the Plaintiff in respect of the suit property is not in dispute. (ii) The Agreement of Sale and memorandum of understanding executed between the Plaintiff and Defendant Nos. 1 to 14 is not in dispute. (iii) After construction of flats within the suit property, Defendant No. 4 has executed sale deeds in favour of Defendant Nos. 14 to 23 separately. (iv) The only dispute between the Plaintiff and Defendant Nos. 1 to 4 is with regard to balance sale consideration that is agreed to be paid by the Defendants. (v) The GPA dated 09.07.1992 executed in favour of Defendant No. 1 and GPA dated 30.04.1997 executed in favour of Defendant No. 4 in his personal capacity by the Plaintiff are admitted. (vi) Defendant Nos. 5 to 23 have purchased the apartments by paying full sale consideration to Defendant No. 4. (vii) DW-1 the Director of the Company in his cross examination has clearly admitted that Defendant Nos. 2 to 4 are due in a sum of Rs. 21,65,000/- and having made a payment of Rs. 3,50,000/- the balance amount to be paid is Rs. 17,35,000/-. (viii) DW-1 had admitted that Defendant Nos. (vii) DW-1 the Director of the Company in his cross examination has clearly admitted that Defendant Nos. 2 to 4 are due in a sum of Rs. 21,65,000/- and having made a payment of Rs. 3,50,000/- the balance amount to be paid is Rs. 17,35,000/-. (viii) DW-1 had admitted that Defendant Nos. 5 to 23 have purchased the suit property from Defendant No. 4 by paying full sale consideration to Defendant No. 4. (ix) DW-1 categorically admitted that they are liable to pay interest at 18% p.a. on the balance sale consideration to the plaintiff. 13. The Trial Court while considering Issue No. 3 and answering the same in the negative, has recorded the following findings: (i) In order to substantiate their contention, the defendants have not placed any agreement showing the clause of forfeiture. (ii) There is no privity of contract between the plaintiff and defendants 1 to 4 that in case the defendants 1 to 4 have sustained any loss for prosecution and defending any litigations, they are entitled to forfeiture of a sum of Rs. 17,35,000/-. (iii) Except oral evidence, Defendants 1 to 4 have not placed any documentary evidence that they suffered heavy loss in prosecuting and defending various suits. Re. Question No. (i): 14. The Plaintiff at Para 2 of the plaint has specifically pleaded that Defendants 2 to 4 are impleaded both in their individual capacity as also in their capacity as Directors of Defendant No. 1-Company. The Plaintiff has averred at Para 4 that as per the request of the Defendants, the Plaintiff executed a GPA dated 30.4.1997 in favour of Defendant No. 4 to sell the undivided share in the suit property. The Plaintiff denies execution of the GPA dated 4.2.1988. The Defendants in their written statement have specifically denied that Defendant Nos. 2 to 4 are individually liable to the Plaintiff and that they have transacted with the Plaintiff only in their capacity as Directors of Defendant No. 1-Company. 15. The Plaintiff who has examined himself as PW-1 has reiterated in his affidavit evidence that Defendant Nos. 2 to 4 are liable personally. However, it is necessary to note that neither the Agreement of Sale dated 5.5.1992 nor the Development Agreement dated 7.7.1992 nor the GPA dated 30.4.1997 have been produced and marked in evidence by either of the parties. The Plaintiff who has examined himself as PW-1 has reiterated in his affidavit evidence that Defendant Nos. 2 to 4 are liable personally. However, it is necessary to note that neither the Agreement of Sale dated 5.5.1992 nor the Development Agreement dated 7.7.1992 nor the GPA dated 30.4.1997 have been produced and marked in evidence by either of the parties. The Defendants have also not produced the GPA dated 4.2.1998 allegedly executed by the Plaintiff. The certified copies of Sale Deeds dated 6.2.1999 executed in favour of Defendant Nos. 14 to 23 have been marked as Exs.P1 to P10 and certified copies of Sale Deeds dated 16.1.1999 executed in favour of Defendant Nos. 5 to 13 have been marked as Exs.P11 to P19. PW-1 in his cross-examination has admitted that Defendant Nos. 2 to 4 have not signed any documents in their individual capacity. He further admits that on 9.7.1992 he has executed a GPA in favour of Defendant No. 1-Company. He further states that on 30.4.1997 he has executed a GPA in favour of Defendant No. 4-Sainath in his personal capacity. 16. Defendant No. 2 examined himself as DW-1 and adduced evidence on behalf of Defendant No. 1-Company. He has stated at Para 4 of his examination-in-chief that Defendant Nos. 2 to 4 are only the Directors of the Company and they ought not to have been impleaded in their personal capacity. Defendant No. 16 has been examined as DW-2 and Defendant No. 14 has been examined as DW-3. The said DWs. 2 and 3 being the subsequent purchasers, their evidence cannot be looked into for considering the personal liability of Defendant Nos. 2 to 4. 17. DW-1 in his cross-examination dated 11.1.2012 although stated that the Power of Attorney executed by the Plaintiff in favour of Defendant No. 4-Sainath is to sell the property on behalf of Defendant No. 1, however, in the cross-examination dated 30.3.2012 has specifically admitted that Defendant Nos. 1 to 4 are liable to pay the balance consideration of Rs. 17,35,000/- to the Plaintiff. 18. Defendant No. 1 is a Private Limited Company and Defendant Nos. 2 to 4 are share holders. In the Sale Deeds - Exs.P1 to P19, Defendant No. 4-Sainath has represented the Plaintiff as his GPA Holder. Admittedly, the sale considerations paid under said Sale Deeds - Exs.P1 to P19 by the purchasers - Defendant Nos. 17,35,000/- to the Plaintiff. 18. Defendant No. 1 is a Private Limited Company and Defendant Nos. 2 to 4 are share holders. In the Sale Deeds - Exs.P1 to P19, Defendant No. 4-Sainath has represented the Plaintiff as his GPA Holder. Admittedly, the sale considerations paid under said Sale Deeds - Exs.P1 to P19 by the purchasers - Defendant Nos. 5 to 25 have not been paid to the Plaintiff. Neither the Plaintiff nor Defendant Nos. 1 to 4 have produced and marked any document executed inter se amongst them. Having regard to the specific case put-forth by the Plaintiff regarding the personal liability of Defendant Nos. 2 to 4 as well as the admitted position that the Plaintiff has not been paid the sale consideration under the Sale Deeds - Exs.P1 to P19 and the categorical admission made by DW-1 in his cross-examination as noticed at Para 17 hereinabove, the contention of the Appellants-Defendants that the Defendant Nos. 2 to 4 are not personally liable to pay the Plaintiff the suit amount is liable to be rejected. 19. Accordingly, question No. (i) framed for consideration is answered in the negative. Re. Question No. (ii): 20. It is the contention of the Appellants-Defendants that the interest awarded at 13.5% p.a., is excessive. Admittedly, the transaction between the parties is a commercial one. The Trial Court, noticing that the Plaintiff has claimed interest at 18% p.a. awarded interest at 13.5% p.a. However, no reason is afforded for awarding interest at the said rate. 21. Section 34(1) of the CPC states as follows: “34. Admittedly, the transaction between the parties is a commercial one. The Trial Court, noticing that the Plaintiff has claimed interest at 18% p.a. awarded interest at 13.5% p.a. However, no reason is afforded for awarding interest at the said rate. 21. Section 34(1) of the CPC states as follows: “34. Interest: (1) Where and in so far as a decree is for the payment of money, the Court may, in the decree, order interest at such rate as the Court deems reasonable to be paid on the principal sum adjudged, from the date of the suit to the date of the decree, in addition to any interest adjudged on such principal sum for any period prior to the institution of the suit, with further interest at such rate not exceeding six per cent, per annum as the Court deems reasonable on such principal sum from the date of the decree to the date of payment, or to such earlier date as the Court thinks fit: Provided that where the liability in relation to the sum so adjudged had arisen out of a commercial transaction, the rate of such further interest may exceed six per cent. per annum, but shall not exceed the contractual rate of interest or where there is no contractual rate, the rate at which moneys are lent or advanced by nationalised banks in relation to commercial transactions.” 22. In view of the proviso to Section 34(1) of the CPC and the fact that the transaction between the parties is a commercial one and having regard to the rate of interest at which monies are advanced by the nationalized banks, the rate of interest awarded by the Trial Court is just and proper and no interference with the same is warranted. Accordingly, question No. (ii) framed for consideration is answered in the negative. Re. Question No. (iii): 23. In view of the answer to Question Nos. (i) and (ii), Question No. (iii) is answered in the negative. 24. Hence, the above appeal is dismissed as being devoid of merit.