JUDGMENT - K. SUKUMARAN, J. :---M/s. Estrella Batteries Ltd; are the appellants. There are five respondents. Those vitally affected are respondents 1,2 4, who are respectively, the Industrial Finance Corporation, the successful purchasers, and the Receiver. 2. The appeal is directed against the order of Cazi, J., allowing the prayers (a) and (c) as contained in report of the Receiver dated 20-9-1991. 3. The brief facts leading to the appeal are as follows:--- The Industrial Finance Corporation filed an Application as Misc. Petition No. 553 of 1986 (under section 30 of the Industrial Finance Corporation Act, 1948), praying for sale of the properties of Estrella Batteries Limited, respondent No. 1 in the application, in enforcement of a monetary claim, which, as on 23-11-1986, came to Rs. 1,22,18,837.09. The amount had been advanced way back in the year 1971. An order appointing ad-interim Receiver of the entire properties was passed on 26-11-1985. The Receiver took actual possession of the properties on 18-12-1986. The ad-interim order duly got confirmed, when by order dated 27-8-1987 passed by Suresh, J., whereby the prayers in the Miscellaneous Petition were made absolute in terms of prayers (a), (b) (c) thereof and what was ad-interim assumed permanency thereafter. The Receiver took (though somewhat leisurely) steps for the conduct of the sale. The Receiver convened meetings of the parties for the purpose of preparing a detailed inventory of the assets and obtaining a valuation report. Technical experts of valuers were interested with the preparation of the inventory of assets and their valuation. The valuation port was duly obtained by the Receiver. (It has been looked into by Cazi, J., while passing the order and by us in the course of hearing the appeal. Steps were therefore taken for finalisation of the terms of sale. Ext. A- particulars and conditions of sale by the Receiver - were duly settled at the meeting held on 19-4-1991. hereunder the sale was to take place on 12-8-1991 subject to the conditions contained therein. The Receiver had adverted to the contention of M/s. Estrella Batteries Ltd; before the finalisation of the sale arrangements. 6. The sale was duly conducted on 12-8-1991. The highest offer was Rs. 21,03,000/-. The offerers later raised their offers. The highest offer received by the Receiver was Rs. 57,50,000/. The Receiver accepted that offer subject to the sanction of the Court. 6. The sale was duly conducted on 12-8-1991. The highest offer was Rs. 21,03,000/-. The offerers later raised their offers. The highest offer received by the Receiver was Rs. 57,50,000/. The Receiver accepted that offer subject to the sanction of the Court. The highest offerer deposited 25% of the amount offered, as envisaged under the conditions of sale. 7. The Receiver had filed an application on 25-9-1991, for orders regarding the acceptance of the above offer and other incidental reliefs. 8. A Chamber Summons was filed on 24-9-1991 by M/s Kanga Company. It claimed to be by the plaintiffs' Advocate. (Counsel for the appellant submitted that it is an obvious mistake. This is not an infrequent phenomenon of this Court in recent times. It is to be hoped that the avoidable chaos and confusion arising out of such inaccuracies and errors would be avoided by all concerned). The prayer was supported by an affidavit filed by K.S.A. Iyer, who is described as "an officer of the plaintiffs above named". (The mistaken description is a further projection of the error already noted above.) The prayer, in essence, was to enable an inspection of the moveables in the factory. According to the deponent, the properties would fetch much more than the highest offer. The further sentences are not intelligible. The Court is compelled to launch on a courageous conjectural adventure. The correspondence appended contained letters of Kanga and Company Ltd., dated 16-8-1991 addressed to the Advocates and Solicitors of Industrial Finance Corporation with copy to the Receiver. The crucial contention is : ".....our clients feel that the amount of bid is very low and as such they would like to get the plant and machinery valued by their values Messers. Kanol Karamsey Company, the Valuers proposes to visit the factory at Dharavi on 31st August 1991 and 1st September, 1991....." This was followed by another letter dated 22-8-1991, somewhat in the same strain. The Receiver replied on 26-9-1991 pointing out the question of the getting valuation of the properties did not arise at that stage M/s. Kanga Company Ltd., sent another letter on 29-8-1991, reiterating their earlier contentions. 9. It was in the above background that the Report of the Receiver was considered by the learned Judge on 30-9-1991. As noted earlier, the Court granted the prayers as indicated above. On behalf of the Estrella Batterise Ltd., stay was sought for. 9. It was in the above background that the Report of the Receiver was considered by the learned Judge on 30-9-1991. As noted earlier, the Court granted the prayers as indicated above. On behalf of the Estrella Batterise Ltd., stay was sought for. That was rejected by the learned Judge. 10. The appellants assailed the order of Cazi, J. by a many pronged attack. A simple prayer for an inspection of the moveables to be sold, was arbitrarily and abruptly rejected. The Receiver spuined a higher of Rs. 65 lakhs made by M/s Smitha Conductors Limited a sum of Rs. 65,00,000/- - so proceeded the contentions. The tangible benefits in accepting the higher offer was painted in lurid colours by the appellants. 11. By our order dated 10-10-1991 we had permitted to the appellant circulation of the appeal on 11-10-1991, directing the Receiver to stay his hands until further orders. 12. We heard arguments, extensive and elaborate, advanced by all the parties. In view of the conclusion we had reached in relation to the merits of the appeal, we passed orders releasing the Receiver from the restraint under the interim order earlier passed by us. 13. We shall presently examine the grievances of the appellant. In doing so, we have necessarily to bear in mind that the sale now conducted was one sanctioned by the learned Judge in 1987, and that the entire assets had been in the possession and custody of the Receiver from the year 1986. We are distressed by the delay that set-in, in effecting the sale of the moveable properties. Prolongation of the sale process will doubtless lead to rusting of the machinery and frustrating the prospective attractive price. That has necessarily to be checkmated, taking the necessary care and caution that the sale process does not result in a drastic depletion of the best available price for the properties. 14. The procedural formalities in relation to the sale have been punctiliously compled with. A valuation report had been already obtained. There was ample opportunities of the intending bidders to have relevant information for them to make an intelligent bid. The party which is vitally interested in acquiring the highest price for the moveables - M/s. Estrella Batteries Ltd., was in the full know of all events and developments. The sale had been duly and widely advertised in five papers of wide circulation. The party which is vitally interested in acquiring the highest price for the moveables - M/s. Estrella Batteries Ltd., was in the full know of all events and developments. The sale had been duly and widely advertised in five papers of wide circulation. Persons had participated in the auction. In the absence of any fault or default on the part of the Receiver, nay even an allegation as regards the conduct of sale and in the absence of other compelling reasons, a confination thereof is an ordinary follow-up step. 15. There was no specific offer by anyone even at the time when the learned Judge passed the order. Needless to add, in the back drop of the antecedent facts, the vague statement of a lofty offer unsupported by tangible evidence as regards the seriousness and efficacy of such offer could not be seriously taken note of by any Court. A reference to the offer by Smitha Conductors Ltd., in the sum of Rs. 65,00,000/-, without supportive materials or confirming commitments, could not be given a close attention by a Court. The learned Judge was therefore, right in not even referring to the vague and wild offers. Even before us, the offer was in conveniently vague terms. It was not as though a sum of Rs. 65 lakhs offered in a recognisable firm form consistent with commercial practice and usages. 16. Dangling a demand draft for a fraction of the amount already paid by the successful purchaser and parading a procession of promises should not mesmerise experienced judicial organ and lead to orders unsettling what has been fairly and properly set in the wake of much efforts and long passage of time, bringing everything back to square one an uncomfortable and unprofitable square at that. In those circumstances, there cannot be any doubt whatever that the order passed by the learned Single Judge is un-amenable to any correction by the Appellate Court. The appeal is liable to be dismissed for that sole reason. We do so. 17. In the light of the above conclusion, it is unnecessary to examine a further question whether a Court would be justified in interfering with a Judgment of the learned Single Judge, where a sale had been properly conducted, and the highest offer had been accepted by the Receiver, and found to be confirmable by Judge in the exercise of his discretion. 18. 18. Some remarks are, however, justified in view of the repetition of similar tactics noticed frequently in similar situations. Many, with a prime motive of obstucting the sale, move on with silenced paws, slyly operate from the bushy background closely watching every movement, and at the last, pounce on the final sale process. Their motive is malicious; the practice is pernicious. It has necessarily to be discouraged, to salvage values and uphold principles. The cunning characters have to be told in unambiguous terms that all the wealth of the world would not tempt a Court to barter away solemnised procedure and time honoured practices. Personalities pass and disappear, but the principle of justice is eternal. Ignorant men may nail it to the cross, but the third day it rises again on the way to heaven"-observed Dr. Clifford. The principle of justice has its resurrection in all areas of law - substantive and procedural. We see clear manifestation of that phenomenon, here and elsewhere. 19. Much has been said about the actions on auctions, starting from (Payne v. Cave)1, (1789)3 Term Reports 148. The view was taken there that an auction is only an attempt "to set the ball rolling". This principles has been accepted in England's Sale of Goods Act 1979. Different factes of the concept have been examined in the later cases, (Harvela Investments Ltd. v. Royal Trust Co. of Canada Ltd.)2 1986 Appeal Case 207, reported in 1985 AII.E.R. 966, being one such. Text books of acknowledged eminence have commented on such topics (see Cheshire Fifoot Furmston's Law of Contract' Eleventh Edition). Academics have offered criticisms in that area. (see Slade, and Gower in 68 LOR 238 68 LQR 457 respectively. It is unnecessary for us for the purposes of cases of this nature, to travel that far. Even within nearer waters of the Bay of Bombay, secure ,anchors, are available to fasten our vessels of thought. 20. As a general background, the provisions of the Civil procedure Code, 1908 and their working for well nigh a century, give us helpful guidelines. Material irregularity in the conduct of a sale is a recognised ground for upsetting it. There is no doubt, the justifiable emphasis on the fact that it is the Court which conducts the sale (Looked that way, a sale conducted by a Receiver, an officer of the Court, may qualify, qualitatively, for similar treatment). Material irregularity in the conduct of a sale is a recognised ground for upsetting it. There is no doubt, the justifiable emphasis on the fact that it is the Court which conducts the sale (Looked that way, a sale conducted by a Receiver, an officer of the Court, may qualify, qualitatively, for similar treatment). An onerous responsibility is doubtless cast on the Court to ensure that the best is got by way of price and that every step in the sale procedure is fair and proper. Mechanical action is frowned upon. Sanctioning a sale is substantially different from a routine signing of some paper of inconsequential character. It is quite possible that with all procedural formalities scrupulously complied with, the result is distinctly vitiated by the nefarious influence of crooked factors. Conniving tenders, make-belief bids by nominal figure heads of unholy ring formations, are all hard and crude experience of modern life, possibly not in pronounced projection in earlier times. The Courts have necessarily to modulnate their vigil, and accelerate their wheels, for the steady and speedy progress of justice. If an offeris too low, and the Judge has even a reasonable hunch about a prospect of obtaining better price in a later sale, the Court has ample powers not to finalise the sale. At the same time, the depressant effects of a forced sale, and the substantial hiatus between a Court-auction offer and an open market price, have also to be duly reckoned. No doubt, no one expects a Judge to be a prophet. The Courts has, however, a certain duty to make a realistic appraisal of all the relevant factors. If its conscience is reasonably satisfied, about a bid being acceptable the sale could be concluded. The helpful factors to be duly noted in reaching the conclusion, among others, are: the fair value of the property, the general economic trends, the size of the sum payable by the bidder, the indications about the acceptance of a formation of a 'syndicate', futility of a postponement, and the possibility of drifting litigation. See (Kayjay Industries v. Asnew Drums)2, A.I.R. 1974 S.C. page 1331. A desirability in relation to finality, and a due is also of some persuasion. See (K. Sandananda Rao v. K. Murari Rao and others)4, 1987 Supp.S.C.C.page 334. 21. See (Kayjay Industries v. Asnew Drums)2, A.I.R. 1974 S.C. page 1331. A desirability in relation to finality, and a due is also of some persuasion. See (K. Sandananda Rao v. K. Murari Rao and others)4, 1987 Supp.S.C.C.page 334. 21. An inclination to clutch at any higher offer, even when the increase is nominal or marginal, may turn out to be counter productive. Stamp, J., once said: In every legal case there is a cat and mouse, and it is right that the cat should catch the mouse. The hunt, however, need not be continued even when the mouse is dead. 22. Many of these ideas and are encapsulated in two rules framed by the High Court, (Original Side) Rules 559 and 561. They can be with advantage extracted in this context. The former Rule assigns due regard for the value system and the solemnity for the proceedings for sale sale conducted by an officer of the court. The limited contigencise in which the bid accepted by the Receiver could be ripped open are indicated therein. By their very nature, the grounds of attack requires cogent and concrete factual materials. Surmises would be poor substitutes in that regard. When the rule has taken care to ear mark the grounds for a further shake of a settled sale, the Court would not be ordinarily justified in adding to them. The acceptance of a bid by the Receiver, however, does not ring out the final curatin. A final and finer role is assinged to the Court. Its vision is undimmed, and its observation un-obfuscated, when it is alive to the illumining light generated by the turbines of judicial thought process. 23. The latter rule is a safety valve of illimitable value. If confers a discretion on the Court in the confirmation of sale. The exercise of such a discretion by a learned Single Judge of the High court, expects - even if the word 'exacts' may be inappropriate having regard to the appellate character of the superior Court-due regard and respect. Cogent and compelling reasons absent, the discretion so exercised by the learned Single Judge is insulated against indifferent interference from an Appellate Court. 24. As far as the facts of this case are concerned, no reason, much less a forceful or compelling one, exists for an abrasive attempt even on the periphery of that order. Cogent and compelling reasons absent, the discretion so exercised by the learned Single Judge is insulated against indifferent interference from an Appellate Court. 24. As far as the facts of this case are concerned, no reason, much less a forceful or compelling one, exists for an abrasive attempt even on the periphery of that order. The appeal signally fails, in the back-drop of the principles and precedents which are relevant in the context. We are unable to detect any good ground in the appeal or any good faith in the conduct of the appeal. We unhesitatingly dismiss the appeal. 25. We part with the case with an observation and a remark. We were considerable disturbed about the distressingly slow pace of the Industrial Finance Corporation in reacting to the default of the customer and its omission to take speedy enough steps for realisation of the dues. Even after the High Court ordered sale in 1987, there was prima face condemnable delay on its part in taking or causing the Receiver to take reasonably quick steps for effecting the sale and finalising the realisation process. Counsel for the Industrial Finance Corporation made a submission suggesting that this is all that could be expected of such an organisation. If that be so, it shall not be left unnotice or uncommented upon. The institution is run with the money of the Nation. Those who man it are in a fiduciary position. An indolent attitude cannot be tolerated in any facts of its functioning. This is particularly so when the Nation is experiencing perhaps the severest strain in its history. An alarming increase in the drones will certainly have its debilitating effect on what should otherwise be a healthy hive giving its share of sweetness and light to a needy Nation. The Government of India, we feel, should look into the working of the institution with all the seriousness the situation requires. Let a copy of the judgment be forwarded to Secretary to Government, Ministry of Finance, New Delhi. Order accordingly. -----