S. K. KESHOTE, J. ( 1 ) MR. Sandeep Bhatt, learned Advocate, put appearance on behalf of respondent No. 2. He filed note and prayer has been made therein for withdrawal of his appearance for respondent No. 2. Notice of this note filed by Mr. Sandeep Bhatt was sent to respondent No. 2. Respondent No. 2 has sent letter dated 23rd September, 1997 in which he stated that he does not want to engage another counsel as the Gujarat State Financial Corporation is defending them also. This letter of respondent No. 2 is taken on record of this Special Civil Application. ( 2 ) AS usual this is a petition under Art. 226 of the Constitution of India by a loanee who has taken liability of earlier loanee who had defaulted in repayment of the dues of Gujarat State Financial Corporation. The Corporation proceeded under s. 29 of the State Financial Corporation Act. Land and building of the unit in question were put to public auction, and respondent No. 2 purchased the same. At that stage this petition has been filed with the prayer for quashing and setting aside the notice Annexure-C dated 28th January, 1994 and subsequent sale of the land and building. After completion of the proceedings, all sorts of objections are being taken by the petitioner in this Special Civil Application. During the course of argument the Court has enquired if still the petitioner is ready and willing to pay all the outstanding dues of the loan, and respondent No. 2 has started the industry or not. Time has been taken by the learned Counsel for seeking instructions on this. After completing the arguments the order was kept C. A. V. and it has been made known to the learned Counsel for the petitioner that he may make statement in this respect by 13th October, 1997, and till then the Court will not give dictation of the order. On 13th October, 1997 the learned Counsel for the petitioner has made statement that he could not contact his client and as such further time may be granted. On 13th October, 1997 the learned Counsel for the petitioner has made statement that he could not contact his client and as such further time may be granted. However, I did not find any justification to grant any further indulgence to the petitioner for the reason that in case the petitioner would have been really desirous of making payment of the outstanding loan amount then after filing of the petition, till 13th October, 1997 it had more than sufficient time to make payment thereof, but it has not been done. ( 3 ) THE facts of the case are that one M/s. Kapis Corporation, situated at plot no. 188, G. I. D. C. , Vaghodia, District Baroda, to set up its industry on the said plot approached the Gujarat State Financial Corporation, respondent No. 1 herein for term loan. The Corporation sanctioned loan of Rs. 5,71,000. 00 on 1-1-1988 to M/s. Kapis Corporation. Additional loan of Rs. 14,600. 00 was sanctioned on 12-9-1988. The said establishment availed of total loan of Rs. 5,79,000. 00 which was fully disbursed on executing various documents in favour of the Corporation, like loan agreement, hypothecation deed, mortgage deed, guarantee deed, etc. ( 4 ) M/s. Kapis Corporation could not make payment of outstanding dues of loan in time to the Corporation, and therefore, the petitioner negotiated with m/s. Kapis Corporation for taking over its entire unit by transfer of assets and liability in its favour. So by way of transfer of assets and liabilities of M/s. Kapis corporation to the petitioner, the said unit has come in the hands of the petitioner. The Corporation has also consented or agreed upon to transfer the loan which was outstanding in the name of Kapis Corporation in the name of the petitioner vide its letter dated 12th February, 1992. After the aforesaid consent of the Corporation, the petitioner executed necessary fresh documents in favour of the Corporation on 23rd February, 1993. However, while making change there was no alteration in any other terms and conditions of the original sanction letter which was in favour of kapis Corporation. As on 1-2-1993 total amount of Rs. 10,11,397. 00 was outstanding in the account of M/s. Kapis Corporation. The petitioners case is that towards the outstandings of Kapis Corporation it paid Rs. 4,50,000. However, while making change there was no alteration in any other terms and conditions of the original sanction letter which was in favour of kapis Corporation. As on 1-2-1993 total amount of Rs. 10,11,397. 00 was outstanding in the account of M/s. Kapis Corporation. The petitioners case is that towards the outstandings of Kapis Corporation it paid Rs. 4,50,000. 00 to the Corporation, but the corporation disputed this fact and stated that the petitioner deposited only Rs. 3. 5 lakhs. The petitioner, like the earlier establishment, defaulted in payment of loan amount, and the Corporation issued show-cause notice to the petitioner for payment of outstanding dues, and informed the petitioner to remain personally present on 20th january, 1994 before the Regional Manager of the Corporation at Baroda. But this show-cause notice was not responded to positively by the petitioner. Thereafter, the corporation has given final notice under S. 29 of the State Financial Corporation act, 1951 ("the Act" for short), and the petitioner was called upon to pay the outstanding dues, failing which it was stated that the property charged to the corporation will be taken over and sold to realise the outstanding dues of the corporation. This notice was sent to the petitioner at its factory address, but it was returned with the postal endorsement "left". On enquiry made by the Corporation it was found that the petitioners unit is in a closed condition. Therefore, final notice dated 28th January, 1994 was affixed on the front portion of the petitioners premises. The petitioner did not respond to the said notice also. Consequently, in exercise of the powers under S. 29 of the Act, possession of the unit was taken over by the corporation on 22-2-1994 by drawing panchnama in writing signed by two independent panchas. The position of the outstanding loan in the account of the petitioner was as under : loan outstanding upto 31-12-1993 : Rs. 5,44,354. 00 seed Capital upto 31-12-1993 : Rs. 39,751. 00 thereafter, the Corporation got the valuation of the land and building done by approved valuer on 5-3-1994. The approved valuer assessed the value of the land and building as under : land. . Rs. 1,71,902. 00 building. . Rs. 5,46,240. 00 total Rs. 7,46,142. 00 the Corporation gave public advertisement for auction of the land and building of the unit, which was published in the Gujarat Samachar, Baroda Edition on 4-3-1994. The approved valuer assessed the value of the land and building as under : land. . Rs. 1,71,902. 00 building. . Rs. 5,46,240. 00 total Rs. 7,46,142. 00 the Corporation gave public advertisement for auction of the land and building of the unit, which was published in the Gujarat Samachar, Baroda Edition on 4-3-1994. Another public notice has been given, which was published in the daily newspaper sandesh, Ahmedabad Edition on 20th April, 1994. In response to the aforesaid public notice the Corporation received offers from different parties for purchase of the land and building of the unit. The offer of Rs. 3,68,001. 00 of respondent No. 2 herein was accepted by the Corporation vide its letter dated 19-5-1994. The purchaser, respondent No. 2, paid Rs. 1,12,800. 00 on 17th June, 1994. This amount was paid in addition to the earnest money of Rs. 10,000. 00 deposited by respondent No. 2. Necessary legal documents were executed by respondent No. 2 in favour of the corporation on 30th June, 1994. The remaining amount of Rs. 2,45,201. 00 was agreed to be paid by respondent No. 2 within two years in monthly instalments commencing from 1st August, 1994 together with interest at the rate of 18% per annum. Possession of the land and building of the unit was given to respondent No. 2 by the Corporation on 7-7-1994. The machinery and other materials belonging to the petitioner were kept in safe place in the same unit. On 7-7-1994 the Corporation sent telegram to the petitioner to shift the said machinery and other material from the site immediately, as the land and building has been sold to respondent No. 2. It has further been informed that in case the machinery and other material is not shifted within 15 days the Corporation shall not be responsible for any loss thereof. ( 5 ) THE petitioner on 16th May, 1994 replied to the letter of the Corporation dated 28th January, 1994 and it was informed that the Income-Tax Department has attached all the property of the petitioner along with back accounts; therefore, the factory at baroda faced acute problem and they could not pay the dues of the Corporation. However, the petitioner has shown its desire to clear the dues of the Corporation if the Corporation could extend helping hand to the sick unit. However, the petitioner has shown its desire to clear the dues of the Corporation if the Corporation could extend helping hand to the sick unit. The petitioner further requested that it will be of great help to the petitioner if the Corporation waived the interest on principal. The telegram of the corporation was replied by the petitioner vide letter dated 11-7-1994. The petitioner has shown its inability to remove the machinery and other material as whole of the property of the petitioner is under income-Tax liability and they can be removed after getting order from the Incometax authorities. In this letter it referred to the earlier request made in the letter dated 16th May, 1994. ( 6 ) THE Special Civil Application has been filed by the petitioner in this Court on 22nd July, 1994. The matter came up for admission before this Court on 25th july, 1994 on which date notice was issued to the respondent-Corporation, and status quo as on that date was ordered to continue on condition that the petitioner pays an amount of Rs. 3 lakhs to the Corporation. The petition was admitted on 25th march, 1996 and the interim relief granted by this Court was vacated. ( 7 ) THE petitioner filed Civil Application No. 228 of 1995 in these proceedings and prayer has been made therein for joining respondent No. 2 and to take action for committing breach of Courts order dated 25-4-1994. That Civil Application came up for admission before this Court on 22nd February, 1995 and notice was issued. Respondent No. 2 was ordered to be impleaded as party in the petition. That Civil application is pending. The petitioner filed another civil application being Civil application No. 4519 of 1996 in these proceedings and prayer has been made therein for restoration of the interim relief granted by this Court on 25th July, 1994 and for further order to maintain status quo, pending the Special Civil Application. On that civil application the Court ordered for maintaining status quo by the parties, and that civil application is also pending, to be heard along with this petition. ( 8 ) THIS petition has been amended and additional ground has been raised. Learned Counsel for the petitioner has raised only contention that in auctioning the land and building of the unit the Corporation has acted mala fide. ( 8 ) THIS petition has been amended and additional ground has been raised. Learned Counsel for the petitioner has raised only contention that in auctioning the land and building of the unit the Corporation has acted mala fide. It is next contended that on 5-3-1994 the land and building were valued by approved valuer at Rs. 7,46,142. 00, whereas the land and building has been sold to respondent No. 2 at a meagre amount of Rs. 3,75,000. 00 (the correct figure is Rs. 3,68,001. 00 ). The sale of the land and building for Rs. 3. 68 lakhs, which was valued at Rs. 7. 46 lakhs, is wholly arbitrary and unjust. Carrying the contention further the learned Counsel for the petitioner contended that in case the respondent-Corporation would have given proper notice to the petitioner, the petitioner would have certainly come forward with proposal which should have in all probability been beneficial to the respondents. ( 9 ) LEARNED Counsel for the respondent-Corporation on the other hand contended that when the petitioner has made default in payment of the outstanding dues of the corporation, the Corporation had no option but to initiate proceedings under S. 29 of the Act. The petitioner has been given sufficient opportunity to clear the outstanding dues, but it has not availed of that opportunity. Notice has been served on the petitioner, but still the petitioner has not taken any steps whatsoever for payment of the outstanding dues. It is true that the approved valuer valued the land and building at Rs. 7 lakhs and odd, but in spite of the best efforts of the Corporation, prospective buyers have not come forward to offer more than Rs. 3,68,001. 00 and as such the highest bid was to be accepted. Mr. Dave contended that public notice has been given, and if it is not responded what the Corporation could have done ? Out of the prospective buyers who have come, bid of respondent No. 2 has been accepted, for which allegations of mala fide were raised, but nothing has been pleaded what to say to prove the same. Merely on the ground of inadequacy of the offer of the purchaser, it cannot be taken to be a ground for declaring the auction sale to be illegal and arbitrary. Merely on the ground of inadequacy of the offer of the purchaser, it cannot be taken to be a ground for declaring the auction sale to be illegal and arbitrary. ( 10 ) I have given my thoughtful consideration to the submissions made by the learned Counsels for the parties. The Corporation has given first notice to the petitioner on 4-1-1991. The petitioner was called upon to clear the outstanding dues and further called upon to remain present on 20th January, 1994. But the petitioner has not responded. It is not the case of the petitioner that it has not received the notice of the Corporation dated 4th January, 1994. The petitioner has not given out any reason - good, bad or indifferent - why he has not responded to the notice of the Corporation dated 4-1-1994 and why he has not remained before the office of the Corporation on 20th January, 1994. When the notice dated 4th January, 1994 has not been responded to by the petitioner, the Corporation was perfectly legal and justified on giving show-cause notice to the petitioner under S. 29 of the Act. There is no dispute that this notice dated 28th January, 1994 was received by the petitioner. But in the Special Civil Application the petitioner very conveniently has not mentioned the date on which the notice dated 28th January, 1994 has been received by it. The petitioner has also not stated in the Special Civil Application that the notice has been received by it at a later stage. From reading of the pleadings made in the special Civil Application I am satisfied that the petitioner has made deliberately incorrect statement in its letter dated 16th April, 1994, "this refers to the letter dated 28th January, 1994 which we have received just now". Notice dated 28th January, 1994 had been replied after more than 2 months and 12 days of the first notice of the Corporation inviting offers and about 28 days from the second notice inviting offers. ( 11 ) EVEN in the reply dated 16th May, 1994 the petitioner has not questioned the validity of the action of the respondent-Corporation to take possession of the unit and to invite offers for the sale of the same by publication. ( 11 ) EVEN in the reply dated 16th May, 1994 the petitioner has not questioned the validity of the action of the respondent-Corporation to take possession of the unit and to invite offers for the sale of the same by publication. Not only this the petitioner, even after more than 4 months from the first notice and more than 3 months from the second notice, did not care to pay a single pai towards the outstanding dues. In the letter dated 16th May, 1994 the petitioner has shown its inability to make payment on the ground that Income-Tax Department has attached the whole of property as well as bank accounts of the petitioner, and it is facing acute financial problem. The petitioner has only prayed for extension of helping hand to the sick unit and for the waiver of interest amount on the principal. So from the letter dated 16-5-1994 it is clear that the unit became sick unit and the whole property of the petitioner along with bank accounts were attached by the Income-Tax department. When the liability to the Income-Tax Department and the liability to the Corporation were there admittedly, it is difficult to believe that the petitioner may not have other liabilities also. In these circumstances, otherwise also the action of the Corporation to put the land and building to auction was perfectly legal and justified. The unit is likely to be revived is a proposition which is difficult to accept. The petitioner, even in its letter dated 16th April, 1994 or in the Special Civil application, has given out that there is some possibility of revival of the unit or the petitioner in the near future would have cleared all dues of both the Income-Tax department and the Corporation. The petitioner wanted only deferment of the recovery action to be taken by the Corporation. But much earlier to 16th May, 1994 the Corporation has taken the action as the public offers were invited for the sale of the land and building. Silence of the petitioner for this long period of more than four months from the first notice and more than three months from the second notice conclusively proves that in fact it was not intending to keep the unit running as well as to pay all dues of the Corporation. Silence of the petitioner for this long period of more than four months from the first notice and more than three months from the second notice conclusively proves that in fact it was not intending to keep the unit running as well as to pay all dues of the Corporation. ( 12 ) IN the letter dated 16th May, 1994 the petitioner has not challenged the action of the respondent taken under S. 29 of the Act. Only when the Corporation could not get the price of the land and building to the extent of what the same has been valued by the authorised valuer, the petitioner has made attempt by this petition to make out capital out of it. The bona fides of the petitioner are to be taken also from the subsequent conduct pending the litigation. It is true that the petitioner would have deposited Rs. 3 lakhs with the Corporation. But after 27th July, 1994 till date of hearing of the petition, not a single pai has been paid. The petitioner has come up with the case in the Special Civil Application that the value of the land and building was more than Rs. 20 lakhs, but curiously enough, despite having notice of the proceedings under S. 29 of the Act the petitioner has not come up with any fair and reasonable offer. Even the petitioner has not come with offer of Rs. 7 lakhs and odd, which has been assessed as the value of the land and building by the approved valuer. That is not the end of the matter. During the pendency of this litigation, the petitioner has not come up with any offer of even Rs. 7 lakhs and odd, what to say of Rs. 20 lakhs ? ( 13 ) I do not find any mala fide in the action of the Corporation in selling the land and building of the unit to respondent No. 2 for Rs. 3,68,001. 00. The corporation has taken all care to fetch the maximum price of the land and building. To have maximum price of the land and building the only appropriate and proper course open would have been to invite public offers by giving public notice in the newspapers. 3,68,001. 00. The corporation has taken all care to fetch the maximum price of the land and building. To have maximum price of the land and building the only appropriate and proper course open would have been to invite public offers by giving public notice in the newspapers. In the present case, public notice was given twice and the Corporation has taken care that at both times public notice was published in the newspapers which are having wide circulation in the State of Gujarat. Merely because the petitioner has stated the value of the property to be Rs. 20 lakhs, only on that basis, in absence of any other material on record, it is difficult to accept that the Corporation has not acted fairly and reasonably in the present case. If the petitioner had really considered the property to be of the value of much more than the price at which it is sold, the petitioner should have on its own brought some prospective buyer with this offer. This Court has given opportunity to the petitioner also and still no offer has come forward. The Court has asked the Counsel for the petitioner that in case the petitioner is ready to pay with interest the outstanding dues as on today, it may consider the same, but the petitioners Counsel has not responded to it positively. ( 14 ) TAKING into consideration the totality of the facts of this case the petition is wholly misconceived, and the same is dismissed. Rule discharged. Interim relief granted by this Court stands vacated. The petitioner is directed to pay Rs. 5,000. 00 towards cost of this petition to the respondent-Corporation. .