JUDGMENT - D.R. DHANUKA, J.:---Rule. Heard forthwith for final hearing. 2. Heard learned Counsel on all sides. Perused the petition and all the affidavits and documents on record. Perused the original record of proceedings before the Joint Charity Commissioner, Pune, before the Joint Charity Commissioner, Pune, in detail. 3. There is no merit whatsoever in this petition. 4. This litigation has a chequered history. It does not appear to be necessary to set out the said history by referring to too many details and events of the past. I propose to refer only to the crucial facts having bearing on the subject matter of this petition. As would be shown by discussion in the later part of this judgment, I have reached the conclusion that the petition herein is totally frivolous. 5. Section 36 of the Bombay Public Trust Act, 1950 inter alia provides that : "No sale of any immovable property belonging to a public trust shall be valid without the previous sanction of the Charity Commissioner". The said section inter alia provides that : "If the Charity Commissioner is satisfied that in the interest of any public trust any immovable property thereof should be disposed of, he may, on application, authorise any trustee to dispose of such property subject to such conditions as he may think fit to impose, regard being had to the interest or benefit or protection of the trust". 6. The respondent No. 1 is a public trust duly registered under the Bombay Public Trust Act, 1950. The respondent No. 1 is interested in disposing of its immovable property bearing C.T.S. No. 1015 admeasuring about 6389 square feet situate at New Sadashiv Peth, Pune in the interest of the trust. By Order dated 21st February, 1995, the learned Joint Charity Commissioner, Pune has granted application made by respondent No. 1 trust bearing Application No. 21 of 1991, made under section 36(1) (a) of the Bombay Public Trust Act, 1950, authorising the respondent No. 1 trust to allow M/s. Sapre Associates to develop the said property and sell the same to respondent No. 2 on the terms and conditions set out in the said order. M/s. Nandan Builders were one of the offerers interested in purchasing the said property. M/s. Nandan Builders were one of the offerers interested in purchasing the said property. By this writ petition filed under Article 226 and 227 of Constitution of India, M/s. Nandan Builders, the petitioners have impugned the said order dated 21st February, 1995, mainly on the ground that the offer of M/s. Nandan Builders to develop and purchase the said property was higher than the offer of M/s. Sapre Associates, the respondent No. 2 herein and the same has been rejected on extraneous grounds and without any justification. It is well settled law that a higher offer need not be always accepted though it cannot be brushed aside without any cause. Sometimes the higher offer may lead the trust into trouble and may even be a trap. It all depends upon facts and circumstances of each case. 7. MATERIAL FACTS : The respondent No.1 trust owns an immovable property bearing C.T.S No. 1015 admeasuring 6389 square feet approximately situate at New Sadashiv Peth, Pune. There are six structures on the said plot of land. All the said six structures are duly occupied by tenants. About 5807.13 sq.ft. of the said property is occupied by tenants. Almost all the structures were constructed in the year 1917, and the same are very old. The first floor on building No. 1 was, however, added in the year 1977. The gross monthly rent income from all the tenants is about Rs. 610/- per month only. The property taxes payable in respect of the said property work out to about Rs. 2,000/- per year. The income of the trust from the said property is too meagre. Certain additional FSI is available in respect of the said plot. The said property cannot be however, developed unless the tenants of the said property first vacate the said premises either voluntarily or in pursuance of a decree of eviction which may be passed by the Court after a prolonged litigation on terms to be stipulated by Rent Court. The existing tenants may have to be provided with suitable accommodation in the new building and also alternate accommodation during pendency of the construction work. 8. On 28th October, 1988, the respondent No.1 trust passed a resolution deciding to develop and sell the said property in the interest of the trust on best available terms and also acquire one block (Hall) admeasuring about 1000 sq.ft. 8. On 28th October, 1988, the respondent No.1 trust passed a resolution deciding to develop and sell the said property in the interest of the trust on best available terms and also acquire one block (Hall) admeasuring about 1000 sq.ft. free of cost on ownership basis for activities of the trust. The respondent No. 1 trust published public notices in two well known newspapers of Pune, known as Daily Prabhat and Maharashtra Herald, inviting tenders. The said public notices were published as far back as on 21st September, 1989. 9. Six tenders were received by respondent No. 1 trust. The trustees of respondent No. 1 trust inspected the construction work carried out by M/s. Sapre and Associates in respect of five of its projects already completed. It is so stated in application for sanction. The trustees of respondent No. 1 trust authorised M/s. Sapre Associates to negotiate with the existing tenants of the said property subject to the decision of the trust by selecting the tenderors out of all the tenders which the trust may receive and the sanction of the Charity Commissioner in this behalf as required by section 36 of the Bombay Public Trust Act, 1950. 10. On 9th March, 1991, a document described as memorandum of understanding was executed between respondent No. 2 M/s. Sapre Associates and six of the seven tenants on the property. The 7th tenant was Balsahityalay Trust. By the said memorandum of understanding it was provided that the six of the tenants named therein shall permit respondent No. 2 to redevelop the property and render all cooperation in this behalf. By the said memorandum of under-standing it was further provided that the respondent No. 2 shall provide in the new building an area equivalent to demised premises of each of the tenant at concessional rate of Rs .190/- per square feet (Built-up) and shall also provide to each of the tenant additional area of 150 sq. ft. if demanded by the tenant at a further concessional rate of Rs. 625/- per square feet. On ownership basis, it was further provided that the rates agreed will not be subject to escalation clause. ft. if demanded by the tenant at a further concessional rate of Rs. 625/- per square feet. On ownership basis, it was further provided that the rates agreed will not be subject to escalation clause. By Clause 3 it was further provided that in case of demolition of the existing building on the said property the respondent No. 2 shall provide suitable alternative accommodation to the tenants and shall also pay the rent, their expenses like deposit etc. in respect of the alternative accommodation. On 21st March, 1991, the trustees of respondent No. 1 passed a unanimous resolution deciding to enter into the transaction of development and sale of the said property in favour of M/s. Sapre Associates subject to the sanction of the Charity Commissioner. 11. Ultimately on 8th July, 1991, a draft agreement was executed between the respondent No. 1 and respondent No. 2 as a preliminary step for making the necessary application to the Charity Commissioner for sanction as contemplated under section 36 of the Bombay Public Trust, Act, 1950. The said agreement is described by the parties as a draft as it could not be treated as final until the necessary sanction was received in respect thereof from the Charity Commissioner and it could be subject to additional terms as may be imposed by the Charity Commissioner and the higher Courts. By clause 3 of the said draft agreement it was provided that the respondent No. 2 shall pay a sum of Rs. 14 lakhs to respondent No.1 in the manner set out therein, i.e.; (a) 25% of the consideration at the time of execution of the agreement; (b) 50% of the remaining amount within two months from the execution of the agreement; (c) Remaining amount in three equal instalments within six months; By the said clause it was further provided that the obligation of respondent No. 2 to make the payment of the said amounts shall have no relation to the progress of construction work. By the said Draft agreement it was further provided that in addition to the above referred consideration of Rs. 14 lakhs, the respondent No. 2 shall provide to respondent No. 1000 sq.ft. By the said Draft agreement it was further provided that in addition to the above referred consideration of Rs. 14 lakhs, the respondent No. 2 shall provide to respondent No. 1000 sq.ft. block (hall) with attach W.C. and Bath on the 1st floor on the road side without the respondent No. 1 being required to contribute any amount towards construction of the said block or otherwise as a part of consideration for the said transaction. 12. By Clause 7 of the draft agreement it was provided that there were 7 tenants in the old building standing on the said property. By the said clause it was provided that it shall be the responsibility of respondent No. 2 to negotiate with the tenants and make necessary provision for accommodating the tenants at their own cost. 13. On 9th July, 1991, the respondent No. 1 trust made an application to the Joint Charity Commissioner, Pune for necessary sanction to permit development of the trust property by respondent No. 2 and to sell the said trust property to respondent No. 2. At that stage mainly there were two tenderors in the field competing with each other, i.e. M/s. Nandan Builders and (2) M/s. Sapre Associates. M/S. Nandan Builders were seeking offer to pay higher amount to respondent No. 1 for purchase of the said property than M/s. Sapre Associates without any understanding with the existing tenants of the property without whose co-operation, the property could not be developed in near future. M/s. Nandan Builders were heavily involved into litigation with several parties and the parties concerned with execution of other projects handled by M/s. Nandan Builders in the past appeared to be dissatisfied with conduct of Nandan Builders. By application dated 9th July, 1991, the respondent No. 1 informed the Joint Charity Commissioner that the tender of M/s. Sapre Associates was found to be most reasonable. It was further stated in the said application that M/s. Sapre Associates were efficient builders and had good reputation in the market. It was stated that the respondent No. 2 had completed five projects successfully and the trustees had inspected their construction and were satisfied about the quality of construction. It was further stated in the said application that M/s. Sapre Associates were efficient builders and had good reputation in the market. It was stated that the respondent No. 2 had completed five projects successfully and the trustees had inspected their construction and were satisfied about the quality of construction. As regards the offer of M/s. Nandan Builders, it was stated in the said application as under :- "Regarding the offer of M/s. Nandan Builders it has been brought to the notice of the trustees that there are several complaints about the construction of M/s. Nandan Builders in their earlier scheme. Some of them were published in newspapers, they also failed to bring No Objection Certificate from the tenants in the said property. The trust is retaining a flat in the proposed building for the use and benefit of the trust. Non-co-operation by M/s. Nandan Builders will amount to delaying the project. Hence trust decided not to accept the offer of M/s. Nandan Builders." 14. The Joint Charity Commissioner, Pune made a thorough inquiry into all the aspects of the matter and granted detailed hearing to all the parties concerned. The valuation report of Mr. Y.S. Sane, registered valuer in respect of the flat of the said property as on 1st January, 1991, indicated that the existing property was liable to be valued at Rs. 12 lakhs and fifty thousand. 15. On 12th September, 1993, a Memorandum of Understanding was arrived at between the respondent No. 2 and the remaining tenant by name Balsahityalay Trust where under the respondent No. 2 agreed to provide an area equivalent to the area in use and occupation of the said tenant in the new property at concessional rate of Rs. 190/- per square feet (built-up) and shall also provide to each of the tenant additional area of 150 sq. ft. if demanded by the tenant at a further concessional rate of Rs. 625/- on the stilt and 1st floor. By the said memorandum of understanding the respondent No. 2 also agreed to provide one car park space free to Balsahityalay Trust as set out in clause 2 of the said memorandum of understanding. At the stage when the application dated 9th July, 1991, was made by respondent No. 1 to the Joint Charity Commissioner, negotiations between respondent No. 2 and the said remaining tenant by name Balsahityalay trust were not concluded. At the stage when the application dated 9th July, 1991, was made by respondent No. 1 to the Joint Charity Commissioner, negotiations between respondent No. 2 and the said remaining tenant by name Balsahityalay trust were not concluded. In this situation it had been provided by clause B of the draft agreement dated 8th July, 1991 that the respondent No. 2 will not develop or demolish the southern part of the trust i.e. building admeasuring approximately 1500 sq.ft. occupied by Balsahityalay Trust and this portion of the building would be kept in the ownership of the trust. Balsahityalay trust used to pay a sum of Rs. 250/- per month as rent to respondent No. 1. This was the only gross income of the trust from the said tenant. In view of the above referred settlement arrived at between the 7th tenant by name Balsahityalay trust and respondent No. 2 by the above referred writing, an application made by respondent No. 1 to the Joint Charity Commissioner, Pune for amendment of application dated 9th July, 1991. The said application was allowed. 16. By order dated 28th October, 1993, the Joint Charity Commissioner, Pune Region, Pune, required the respondent No. 1 and M/s. Sapre Associates that the offer of Rs. 14 lakhs made by respondent No. 2 for purchase of the said property in addition to providing the hall admeasuring 1000 sq.ft. on the 1st floor of the building etc. be improved, and in default fresh advertisements be issued by respondent No.1 trust inviting fresh offers. The respondent No. 2 increased its offer to Rs. 17 lakhs in place of the earlier offer of Rs. 14 lakhs. The respondent No. 2 agreed to comply with all other obligations under the agreement. By letter dated 16th November, 1993, the respondent No.1 trust accepted the offer of respondent No. 2 for Rs. 17 lakhs. In letter dated 16th November, 1993, addressed by respondent No. 1 to respondent No. 2 it was stated that out of the abovereferred sum of Rs. 17 lakhs a sum of Rs. 4,25,000/- shall be paid by respondent No .2 to respondent No. 1 at the time of the execution of the agreement, and the balance shall be paid by instalments as set out herein. 17 lakhs a sum of Rs. 4,25,000/- shall be paid by respondent No .2 to respondent No. 1 at the time of the execution of the agreement, and the balance shall be paid by instalments as set out herein. The respondent No. 1 and 2 both made written application to the learned Joint Charity Commissioner to consider the said revised offer of Rs.17 lakhs made by respondent No.2 as aforesaid coupled with a provision of providing as duly constructed hall admeasuring about 1000 sq.ft. and providing agreed accommodation to the existing tenants as already stipulated on other terms and condition set out in the draft agreement dated 8th July, 1991. The Joint Charity Commissioner re-examined the application for sanction hearing Application No. 21 of 1991 in context of the figure of Rs. 14 lakhs having been increased by respondent No. 2 to Rs. 17 lakhs. The valuation report of Mr. Y.S. Sane Architect valuing the said property as on 1st January, 1993 on record of the Joint Charity Commissioner indicates that according to Mr. Sane the said property was now liable to be valued at Rs. 15,45,000/-. It was clearly stated in the said valuation report that the reasonable value of the accommodation agreed to be provided by respondent No. 2 to respondent No. 1 trust to the extent of 1000 sq. ft. etc. would work out to about Rs. 7 lakhs and the cost of providing temporary accommodation to the existing tenants shall work out to about Rs. 2,33,511.75 p. In this context, it should not be forgotten that the respondent No. 2 had agreed to provide accommodation to the tenants in the new building on ownership basis at concessional price and the existing tenants were agreeable to vacate the existing premises and render all necessary co-operation to respondent No. 2 concerning development of the said property in view of their better reputation as set out also in application for sanction dated 9th July, 1991. 17. During course of further hearing of abovereferred application, the respondent No.2 revised the said offer to Rs. 17,25,000/-. 18. By Order dated 17th February, 1994, the Joint Charity Commissioner, Pune Region, Pune allowed the said application for sanction being Application No. 21 of 1991 making it clear that the transaction evidenced by draft agreement dated 8th July, 1991 was sanctioned for the revised consideration of Rs. 17,25,000/-. 18. By Order dated 17th February, 1994, the Joint Charity Commissioner, Pune Region, Pune allowed the said application for sanction being Application No. 21 of 1991 making it clear that the transaction evidenced by draft agreement dated 8th July, 1991 was sanctioned for the revised consideration of Rs. 17,25,000/- coupled with fulfillment of obligation to make block i.e. Hall admeasuring 1000 sq.ft. with W.C. and bath room on the first floor on the road side available to respondent No. 1 trust free of cost for activities of the trust and fulfillment of obligations undertaken towards existing tenants of the property. 19. Being aggrieved by the said order dated 17th February, 1994, M/s. Nandan Builders filed Writ Petition No. 2149 of 1994 in this Court i.e. the earlier writ petition. On 6th April, 1994, an ad-interim order of status quo was passed by this Court in the said petition. It is not quite clear as to when the said order was actually served on the parties concerned. It, however, does not make any difference for purpose of deciding this petition. Ultimately by Order dated 10th August, 1994, read with earlier order dated 3rd August, 1994, set aside impugned order dated 17th February, 1994 and remanded the proceeding to the Joint Charity Commissioner, Pune for being disposed of on merits and in accordance with law. It appears that at the stage of hearing of earlier writ petition, M/s. Nandan Builders and M/s. Sapre Associates had submitted their respective offers to this Court in sealed envelopes. By the said order dated 10th August, 1994, this Court directed the parties to re-submit the said offers to the Joint Charity Commissioner and directed reconsideration of the matter by the Joint Charity Commissioner on remand as more particularly set out in the said order. 20. PROCEEDINGS ON REMAND :- During course of the proceedings before the Joint Charity Commissioner, Pune Region, Pune on remand M/s. Nandan Builders pressed their representation before the Joint Charity Commissioner to accept their higher offer of Rs. 24,10,111/-. The said offer was opposed by respondent No. 1 inter alia on various grounds. The respondent No.1 declined to accept the said offer for a cause. Ordinarily a higher offer from a tenderor is presumed to be in the interest of the trust but not always, so. 24,10,111/-. The said offer was opposed by respondent No. 1 inter alia on various grounds. The respondent No.1 declined to accept the said offer for a cause. Ordinarily a higher offer from a tenderor is presumed to be in the interest of the trust but not always, so. It was the contention of the trustees of respondent No. 1 trust before the Charity Commissioner that there were several complaints against M/s. Nandan Builders in respect of the projects handled by them earlier and the respondent No. 1 Trust could not be expected to take the risk. Lot of adverse comments had already appeared in local newspapers against M/s. Nandan Builders. It was brought on record that Balsahityalay Trust had filed a suit bearing Suit No. 836 of 1992 against M/s. Nandan Builders for recovery of more than Rs. 41 lakhs which suit had ultimately resulted in a consent decree for about Rs. 40 lakhs. It was brought on record that flat holders in Gopinath Nagar Society, Pune had made a complaint to the Consumer Forum in respect of the incomplete work pertaining to the flats booked by the innocent flat buyers under the said scheme. It appears that the consumer forum had in fact directed M/s. Nandan Builders to refund the amount of security deposit to the parties concerned. It was also brought on record of the Joint Charity Commissioner that Nilkanth Sathe and Cadre had already filed a suit against Nandan Builders in the year 1993 for specific performance. Prayer (a) of the complaint in the said Special Civil Suit No. 499 of 1993 reads as under :- "(a) that the defendants (meaning thereby M/s. Nandan Builders) may kindly be directed to complete the unfinished works and to provide the services and amenities and other items as enumerated in para 9 of the plaint". The said suit was valued at Rs. 6,65,00,000/- for the purpose of Court fee and jurisdiction. Conclusion to the effect that the trustees of respondent No. 1 trust were not expected to take risk by entering into the transaction with M/s. Nandan Builders even though the price offered by them was higher, and it would be in the interest of trust to enter into the transaction with M/s. Sapre Associates provided the price offered by them was adequate and all other terms were reasonable. There must be a reasonable probability of the proposed transaction being implemented within the stipulated time. This aspect cannot be ignored. There was a reasonable probability in respect of completion of the proposed transaction in near future if the offer of M/s. Sapre Associates was sanctioned. There was no such reasonable probability in case the offer of M/s. Nandan Builders was accepted. The Trustees rightly considered the higher offer of M/s. Nandan Builders as useless on overall consideration of all the facts. 21. It is of considerable significance that thee two of the buyers who had booked the flats by making necessary payments to M/s. Nandan Builders under Gopinath Nagar Society, Kothurd filed their affidavits before the Joint Charity Commissioner making grievance to the effect that possession of the flats was still not given to the flat buyers even though monies were already collected by M/s. Nandan Builders from them. Ultimately the Joint Charity Commissioner reached the conclusion that the terms and conditions stipulated between respondent No. 1 and respondent No. 2 with the modification of the cash consideration being Rs. 17,25,000/- were quite reasonable. The learned Joint Charity Commissioner considered the valuation reports of registered valuers and all the facts on record in great detail. The Joint Charity Commissioner suggested to M/s. Sapre Associates as recorded in the proceedings that M/s. Sapre Associates should agree to give some additional amount to respondent No. 1 trust as and by way of donation. By letter dated 8th August, 1994 the respondent No. 2 recorded that the respondent No. 2 was agreeable to pay to the trust as and by way of donation an amount of Rs. 26,000/- as suggested by the Joint Charity Commissioner and pay a considerable sum of Rs. 17,51,000/- to respondent No.1 and comply with all other obligations as already undertaken. The respondent No. 2 thus agreed to pay a total amount of Rs. 17,51,000/- to respondent No. 1. The respondent No. 2 agreed to provide a flat (Hall) to respondent No. 1 admeasuring 1000 sq.ft. with W.C. and Bath room on the first floor on the road side free of cost. The tenants in the existing building were in occupation of about 5820 square feet. The respondent No. 2 agreed to provide accommodation to all the new tenants in the new building at concessional rate and also provide alternative accommodation to them as already stipulated. 22. The tenants in the existing building were in occupation of about 5820 square feet. The respondent No. 2 agreed to provide accommodation to all the new tenants in the new building at concessional rate and also provide alternative accommodation to them as already stipulated. 22. After considering all the pros and cons of the matter, the Joint Charity Commissioner passed his final order on remand being Order dated 21st February, 1995 granting the sanction in respect of the proposed transaction of development and sale for consideration of Rs. 17,51,000/ and providing of flat (hall) admeasuring about 1000 sq.ft. to the trust free of cost and compliance of all their obligations towards the existing tenants as stipulated. 23. M/s. Nandan Builders have filed this petition as they are aggrieved by the impugned order dated 21st February, 1995. A status quo order was passed in this behalf by the Joint Charity Commissioner on 23rd February, 1995. Thereafter this petition was filed by M/s. Nandan Builders. 24. ADDITIONAL FACTS :- It has been brought to the notice of the Court that during the subsistence of earlier order of sanction of the Joint Charity Commissioner being order dated 17th February, 1994, the respondent No. 2 had filed the necessary 37-I form with the appropriate authority as contemplated under Chapter XX-C of the Income-tax Act, 1961. The said form was filed by respondent No. 2 much before the earlier sanction dated 17th February, 1994 was set aside by this Court and the proceedings for sanction were remanded by the Court. The earlier Order of sanction dated 17th February, 1994 was set aside by this Court by its order dated 10th August, 1994. On 26th July, 1994, the appropriate authority had already granted its no objection in respect of the abovereferred transaction in favour of M/s. Sapre Associates as contemplated under Chapter XXC of Income-tax Act, 1961. In the said order no objection dated 26th July, 1994 issued by the appropriate authority constituted under Income-tax Act, 1961, reference is to be found to agreement dated 7th April, 1994 entered into by and between respondent No. 1 and respondent No. 2. The said agreement dated 7th April, 1994, contains almost the same terms of transaction as are set out in the draft agreement dated 8th July, 1991, except the provisions made for payment of the balance of the amount i.e. Rs. 17,25,000/- minus Rs. 4,25,000/- by instalments. The said agreement dated 7th April, 1994, contains almost the same terms of transaction as are set out in the draft agreement dated 8th July, 1991, except the provisions made for payment of the balance of the amount i.e. Rs. 17,25,000/- minus Rs. 4,25,000/- by instalments. By letter dated 16th November, 1993, the trustees of respondent No.1 trust had already informed the Charity Commissioner that the respondent No. 2 would be paying balance of the consideration amount by instalment as set out therein. It has also been brought on record that on 24th February, 1995 a written agreement was executed between the respondent No. 1 and respondent No.2 whereby also it was provided that the balance of consideration amount i.e. Rs. 17,25,000/- minus Rs. 4,25,000/- shall be payable by respondent No. 2 to respondent No. 1 by instalments. 25. NULLIFICATION OF AGREEMENTS DATED 7TH APRIL, 1994 AND AGREEMENT DATED 24TH FEBRUARY, 1995 Before I deal with the submissions of the learned Counsel for the petitioner made at the Bar, it is necessary to make reference to the Division Bench Judgment of our High Court in the case of (Madhukar Sunderlal Sheth and Others v. S.K. Laul and others)1, reported in 1992(3) Bom.C.R. 253 :1993 M.L.J. 1107. In this case Mrs. Sujata Manohar, J., as her Ladyship then was speaking for the Division Bench of this Court observed that the statement of particulars in Form 37-I could not be filed before the transaction was sanctioned by the Charity Commissioner. It was held that an agreement of sale could be entered into only after the sanction was granted by the Charity Commissioner. It was held that section 269-U-C of the Income-tax Act, 1961 came into operation only after the approval was granted by the Charity Commissioner for such sale. It was held that the appropriate authority is bound to attach weightage to the fact that the Charity Commissioner had granted his sanction while passing the necessary order under Chapter XXC of the Income-tax Act, 1961. It was observed in the judgment cited above that the Charity Commissioner is required to accord his sanction to the transaction bearing in mind, the interest, benefit and protection of the trust. The Charity Commissioner can sanction the sale only if the price to be secured by the trust is adequate and only if the transaction is reasonable. It was observed in the judgment cited above that the Charity Commissioner is required to accord his sanction to the transaction bearing in mind, the interest, benefit and protection of the trust. The Charity Commissioner can sanction the sale only if the price to be secured by the trust is adequate and only if the transaction is reasonable. It was observed that the appropriate authority under Income-tax Act, 1961 was bound to consider all these aspects while passing orders under Chapter XXC of the Income-tax Act. Having regard to the ratio of this judgment by which I am bound and with which I respectfully agree, the question arises as to whether the Form 37-I filed in this case can be said to have been validly filed by respondent No. 1 or respondent No. 2 in view of the earlier order of sanction being order dated 17th February, 1994 having been set aside by this Court by its Order dated 10th August, 1994 and the proceedings for sanction having been remanded. In my opinion, the agreement dated 7th April, 1994 shall have to be treated as nullified in law in view of setting aside of the earlier order of sanction by this Court. The parties shall have to execute new agreement and file Form 37-I afresh in view of the revised order of sanction of Charity Commissioner and order of this Court. An order of status quo was already passed by the Joint Charity Commissioner on application of M/s. Nandan Builders on 23rd February, 1995. In view of the above, the agreement dated 24th February, 1995 is also treated as nullified. What now remains on record is only draft agreement dated 8th July, 1991 duly sanctioned by the Charity Commissioner subject to modification thereof in terms of order of Joint Charity Commissioner dated 21st February, 1995. If the said draft agreement coupled with the sanction granted by the Charity Commissioner is upheld by this Court as writ Court, with or without modification a fresh agreement shall have to be execute as between the respondent No. 1 and respondent No. 2 incorporating additional terms in accordance with the direction issued by this Court, as set out in operative part of this order. Thus agreements dated 7th April, 1994 and agreement dated 24th February, 1995 stand nullified and are considered of no legal effect on that legal efficacy of draft agreement dated 8th July, 1991. 26. SUBMISSIONS MADE ON BEHALF OF THE PETITIONER The learned Counsel for the petitioner submitted that the trustees of respondents No. 1 trust have rejected the higher offer of M/s. Nandan Builders for extraneous reasons and the Joint Charity Commissioner has erroneously upheld the decision of the trustees in this behalf. The learned Counsel for the petitioner has submitted that non-settlement between M/s. Nandan Builders and the existing tenants of the property is of no legal consequence. There is no merit in any of these submissions. It is not necessary for this Court to judge as to whether suit No. 836 of 1992 was filed by Balsahityalay Trust against M/s. Nandan Builders in the Court of Civil Judge, Senior Division, Pune, with justification or without justification. It is not necessary for this Court to decide as to whether Special Civil Suit No. 499 of 1993 is filed by Shri Nilkanth Keshav Sathe and others against Ms. Nandan Builders and others before the Court of Civil Judge, Senior Division, Pune, with justification or without justification. The fact remains that M/s. Nandan Builders are involved in several litigation pertaining to incomplete execution of earlier schemes and projects. The trustees of the charitable trust are required to act as persons of ordinary prudence and as reasonable persons entrusted with responsibility. If the project does not go through for a period of 5 or 10 years, the trust would suffer more. Can it be said with reasonable certainty that the respondent No. 1 would get vacant possession of Hall admeasuring 1000 sq.ft. for its activities by March, 1997 if the contract is to be awarded to M/s. Nandan Builders? The Answer is in negative. Even the proposed eviction proceedings intended to be started by M/s. Nandan Builders against existing tenants would take lot of time. There is a reasonable apprehension in the mind of the trustees regarding lot of complication arising if the contract is to be awarded to M/s. Nandan Builders in the present situation. The Answer is in negative. Even the proposed eviction proceedings intended to be started by M/s. Nandan Builders against existing tenants would take lot of time. There is a reasonable apprehension in the mind of the trustees regarding lot of complication arising if the contract is to be awarded to M/s. Nandan Builders in the present situation. I agree with the reasoning and conclusion of the Joint Charity Commissioner contained in the impugned order in this behalf and hold that the trustees were justified in not accepting the so called higher offer of M/s. Nandan Builders for sufficient cause. The trustees were not expected to take risk. It is not necessary for this Court to give certificate of appreciation or of non-appreciation to one or the other builder. It is enough for this Court to observe that the trustees have acted bona fide and reasonably and the impugned order of Joint Charity Commissioner is unassailable. The learned Counsel for the petitioner submitted that the impugned agreement dated 7th April, 1994 could not have been entered into in view of the order of status quo passed by this Court on 6th April, 1994. With respect, this agreement is meaningless in view of my conclusion that the agreement dated 7th April, 1994 is liable to be treated as nullified in view of earlier sanction of Charity Commissioner having been set aside and substituted by revised sanction. The learned Counsel for the petitioner is not right when he contended that the fact of concluded negotiations between M/s. Sapre Associates on the one hand and the 7 tenants of the existing structures on the other hand is irrelevant for deciding this petition. Reasonable certainty of completion of entire project within a period of about 2 years is certainly a relevant factor. The trustees of respondent No. 1 trust are not prepared to buy litigation and get into unnecessary trouble with their old tenants and rightly so. M/s. Sapre Associates are ready and willing to give all the undertaking to this Court as suggested by the Court as obvious from operative part of this order. After considering the matter in great detail with the assistance of learned Counsel, I have reached the conclusion that there is no merit in this petition and the petition is rather frivolous. 27. After considering the matter in great detail with the assistance of learned Counsel, I have reached the conclusion that there is no merit in this petition and the petition is rather frivolous. 27. SUBMISSIONS ON BEHALF OF THE RESPONDENTS : The learned Government Pleader appearing on behalf of the Joint Charity Commissioner has submitted to the orders of the Court. At one stage I was considering as to whether the proceeding should be remanded once again to the Joint Charity Commissioner for taking into consideration the changed mode of payment as reflected in agreement dated 7th April, 1994 and agreement dated 24th February, 1995. The said agreements stand nullified. According to my ultimate view no useful purpose shall be served by passing any order of remand. The respondent No. 2 paid a sum of Rs. 4,25,000/- to respondent No. 1 on 24th February, 1995 as part-consideration towards the said transaction. During the course of the discussion I enquired from the learned Counsel for the respondent No. 2 as to whether the respondent No. 2 was willing to give a firm and definite undertaking to this Court to pay the balance of the amount i.e. Rs. 17,51,000/- minus Rs. 4,25,000/- to the respondent No. 1 or deposit the said amount in Court within a short time as may be fixed by the Court. The respondent No. 2 is agreeable to give such an undertaking to the Court as set out in operative part of the order. The learned Counsel for respondent No. 2 has made a firm and definite statement in this behalf before this Court after taking necessary instruction from the sole proprietor of respondent No. 2. The respondent No. 2 is ready and willing to give an undertaking to the Court that the respondent No. 2 would commence construction work in respect of the new building expeditiously and complete the same latest by 31st March, 1997. The stand adopted by the Charity Commissioner during course of this proceedings as well as the stand adopted by respondent No. 1 and respondent No. 2 is quite reasonable. While exercising writ jurisdiction, this Court is required to pass necessary orders in the interest of respondent No. 1 trust and such orders which would promote substantial justice. The stand adopted by the Charity Commissioner during course of this proceedings as well as the stand adopted by respondent No. 1 and respondent No. 2 is quite reasonable. While exercising writ jurisdiction, this Court is required to pass necessary orders in the interest of respondent No. 1 trust and such orders which would promote substantial justice. During course of the hearing, the learned Counsel on both sides did invite the attention of the Court to the judgment of S.P. Bharucha, J., as His Lordship then was in the case of (Arunodaya Prefab v. M.D. Kamble and others)2, reported in 1979 M.L.J. 104. I have carefully considered the ratio of the said judgment and applied the same to the proved facts of this case. The ratio of the said judgment in also helpful to respondents No.1 and 2. In the result, I dismiss the petition. The impugned order is upheld subject to undertakings and modification set out in the operative part of the order. The learned Counsel for respondent No. 1 and 2 are agreeable to the modification of the impugned order as set out in the operative part of this order. 28. Shri A.S. Bobde, the learned Counsel for a third party made an offer to purchase the said property for Rs. 25 lakhs although the third party represented by him had made no offer and had not participated in the proceedings so far. I am not prepared to consider any new offer at this stage. 29. In the result, I pass the following Order : (1) The petition is dismissed with cost. Rule is discharged. The petitioner is directed to pay a sum of Rs. 5,000/- towards cost of the Charity Commissioner and another sum of Rs. 5,000/- to respondent No. 1 and respondent No. 2 each. This petition was argued on several occasions and at considerable length. (2) The impugned Order dated 21st February, 1995 is upheld with the following modifications ; (a) The respondent No. 2 gives an undertaking to this Court that respondent No. 2 would pay balance of Rs. 13,26,000/- in this Court by Bank Draft on or before 28th April, 1995, time being the essence of the obligation. The Registrar, High Court, Appellate Side shall allow the Respondent No.1 Trust to withdraw the said amount latest within one week from the date of deposit as far as possible. 13,26,000/- in this Court by Bank Draft on or before 28th April, 1995, time being the essence of the obligation. The Registrar, High Court, Appellate Side shall allow the Respondent No.1 Trust to withdraw the said amount latest within one week from the date of deposit as far as possible. The respondent No. 1 shall handover possession of the said property to respondent No. 2 forthwith on the said amount of Rs. 13,26,000/- being deposited as aforesaid. The respondent No. 1 shall keep the said amount invested in Government securities or in fixed deposit for a period of two years and shall not utilise the same except the income thereof for the time being. The respondent No.1 shall be bound to execute the conveyance in respect of the said property in favour of respondent No.2 in accordance with the terms of draft agreement dated 8th July, 1991 and the order of Charity Commissioner dated 21st February, 1995. (b) The respondent No.1 and respondent No. 2 shall soon execute an agreement incorporating terms of draft agreement dated 8th July, 1991 coupled with the modifications regarding the mode of payment and other terms, if any, as set out in the order of the Joint Charity Commissioner dated 21st February, 1995 and the Order passed by this Court today. Clause 8 of the draft agreement dated 8th July, 1991 stands deleted in view of the Memorandum of Understanding having been arrived at between Balsahityalay Trust and respondent No. 2 on 30th September, 1993. (c) The respondent No. 2 with the co-operation of respondent No. 1 shall submit the necessary plans for construction of the new building to the Municipal Corporation and other authorities expeditiously. It is expected that within about 6 months time from today all preparatory work including obtaining sanction of Building construction plan shall be completed. (3) The respondent No. 1 and respondent No. 2 shall submit fresh statement of particulars in Form 37-I to the appropriate authority. The appropriate authority is bound to attach due weightage to the order passed by the Joint Charity Commissioner on 21st February, 1993 and the order passed by this Court and apply the principles laid down by the Division Bench of this Court in the case of Madhukar Sunderlal Sheth and others v. S.K. Laul and others, reported in 1993 Maharashtra Law Journal 1107. (4) The sole proprietor Shri Pratap Sapre of respondent No. 2 gives an oral undertaking to this Court through his learned Counsel Shri V.M. Kanade, which I accept. The written undertaking shall be filed within one week from today. The respondent No. 2 shall also file a written undertaking to the effect that the respondent No. 2 shall complete the construction work of the new building latest by 31st March, 1997 and shall handover vacant possession of the duly constructed hall alongwith W.C. and Bath room on the first floor of the new building on the road side and also handover the promised accommodation to the existing tenants in the new building on the terms stipulated. Such undertaking shall be filed by respondent No. 2 in this Court within one week from today. (5) In the event of respondent No. 2 not depositing a sum of Rs. 13, 26,000/- in this Court on or before 28th April, 1995, the permission granted by the Joint Charity Commissioner in respect of the transaction of development and sale by his order dated 21st February, 1995, shall automatically lapse. This is made quite clear to respondent No. 2 and their learned Counsel and they have agreed that the undertaking given to the Court in terms aforesaid shall be duly complied with. (6) I cannot part with this case without expressing my gratitude to all the learned Counsel who have appeared in this case. The Court is well assisted by all of them. (7) Shri N.D. Humbalkar, learned Counsel for the petitioner applies for stay of the operation of this order. The application for stay of the operation of the Order lacks bona fide. The application is refused. 30. Issue of certified copy is expedited. Petition dismissed. *****