JUDGMENT The Court: This judgment disposes of two appeals. The first appeal has been preferred from an order dated 14th September, 1998 by which the Learned Judge taking company matters dismissed an application filed by the appellants for recalling the confirmation of sale held by the Court in favour of the respondent No. 2. The second appeal has been preferred from an order also dated 14th September, 1998 directing the appellant No. 1 to process the mutation application made by the respondent No. 2 expeditiously and preferably by 8 weeks from the date of the order "and to make necessary orders in accordance with law". 2. The dispute centres around Plot No. 13A, Block 4, Asaf Ali Road, New Delhi (referred to as the premises). The premises belong to the Government of India. The premises were placed at the disposal of the Delhi Improvement Trust (DIT). 3. Sometime prior to 1954 DIT invited bids for perpetual lease/purchase of inter alia the premises. India Electrical Works Ltd. (referred to as a Company) submitted a bid. This was accepted by the DIT. The company paid the entire consideration money and an agreement for lease was executed on 9th April, 1956 between the DIT and the company. The agreement provided that the company could enter on the land for the purpose of building an executing work thereon in the manner agreed upon between the parties. The company was required to carry out various works on the land as also take steps preparatory to the construction on the land. The relevant clauses of this agreement for the purpose of this appeal are set out below : "Clause 7(a). Without prior permission in writing of the Trust the said intended lease shall not alienate, partition, sub-divide or part with possession of the said land in any manner whatsoever. (b) Without first obtaining the consent in writing of the Trust the said intended lessee shall not transfer the rights in the said land unless the building as provided in clause (2) hereof is created on the said land. Clause 8. (b) Without first obtaining the consent in writing of the Trust the said intended lessee shall not transfer the rights in the said land unless the building as provided in clause (2) hereof is created on the said land. Clause 8. Till such time as the building operations are begun in accordance with clause (2) of the agreement the said intended lessee shall pay to the Trust for each quarter of the year or a part thereof, in advance from the date of this agreement such sum as may be fixed by the Trust for keeping the site along and also during this period shall permit the Trust to lease the said land for grazing or for grass outing on such terms as may be decided upon by the Trust and the income from such leasing will be the property of the Trust. Clause 12. Upon production by the said intended lessee of a certificate dated and signed by the Chairman of the Trust or such officer of the Trust or authority as may be authorised in this behalf certifying that the buildings have been constructed upon the said land in accordance with the provisions of clause (2) read with Schedule II of this agreement and provided the other conditions of this agreement have been duly observed, and in the event of any recoveries having been made in accordance with the provisions of this agreement out of the said security so deposited as aforesaid, upon payment by the said intended lessee of such sums as is required to make up the full sum of Rs. 44,214.12 payable by the said intended lessee by way of premium as herein before mentioned, the Trust will grant or cause to be granted to the said intended lessee and the said intended lessee shall accept a lease of the buildings to be granted as aforesaid and of the said pieces of land in perpetuity from the 4th day of December one thousand nine hundred and fifty four at the yearly rent of Rs. 1,105.6 only or such other sum as may hereinafter be assessed under the covenants and conditions contained in the printed form of lease attached hereto payable half yearly in advance without any deduction whatsoever to the Lamberdar of the area appointed by the Trust on the first day of April and October of each and every year in respect of the proceeding half year AND ALSO PAYING unto the Trust in any event of the first half year not expiring on the 31st day of March or the 30th day of September of that year proportionate part of the rent for the fraction of the first half year." 4. It was also agreed that the company would be bound "as merely as circumstances will admit" by the obligations contained in the printed form of lease annexed to the agreement for lease. In a case the company committed any breach or made any default in the performance of anyone of the conveyance, DIT was given the right of forfeiture and re-entry into the premises. 5. Clause 18 of the lease agreement provided as follows : "Nothing in these presents contained shall be considered as a demise at law of the said piece of land hereby agreed to be demised or any part thereof is as to give to the said intended lessee any right, title or interest therein other than as may be contended by these presents until the said lease shall have been executed and registered." In the annexed deed of lease, the following clauses have been relied upon by the parties before us in support of their respective submissions : "Clause (x). The lessee shall not sub-divide the said land or part with possession or transfer or sub-lease a part only of the said land. Clause (vi). The expressions the Lessor and the Lessee herein before used shall where the context so admits include in the case of the Lessor his successors and assigns and in the case of the Lessee his heirs, executors, administrators and representatives and other person or persons in whom the leasehold interest hereby created shall for the time being be vested by assignment or otherwise." 6. The agreement for lease dated 9th April, 1956 was registered by the Sub-Registrar, Delhi (Nazul Sub-Rules). Possession of the premises was handed over by the DIT to the company on 4th December, 1954. The agreement for lease dated 9th April, 1956 was registered by the Sub-Registrar, Delhi (Nazul Sub-Rules). Possession of the premises was handed over by the DIT to the company on 4th December, 1954. The premises was thereafter wrongfully occupied by one Ramkishan. The Delhi Development Authority (referred to as DDA) which had succeeded in interest to the DIT issued a notice on 27.6.60 against Ramkishan under sub-section (1) of section 4 of the Public Premises (Eviction of Unauthorised Occupants) Act. The notice reads as follows : "The land was leased out to Messers India Electric Works Ltd. who have neither let this land to you nor allowed you to occupy it nor you have got occupied any premises from the Delhi Improvement Trust or the Delhi Development Authority to occupy it. The said Messers India Electric Works Ltd. prevented from the creating a building on the plots for which purpose it was leased out to them, by your unauthorised occupation. Now, therefore, in pursuance under sub-section (1) of section 4 of the Act, I hereby call upon you to show cause on or before the 8.7.60 why such an order of eviction should not be made." 7. Ramkishan did not show cause. An order of eviction was passed under section 5 of the Public Premises (Eviction of Unauthorised Occupants) Act, 1958 on 12th July, 1960. 8. The company filed a suit being Suit No. 329 of 1966 in the Court of Senior Sub-Judge for recovery of possession of a portion of the premises from Ramkishan. DDA was the second defendant in the suit. In the plaint the company claimed that it was entitled to possession under the agreement to grant lease. The suit was transferred to the Delhi High Court and renumbered as Suit No. 142 of 1967. 9. On 27th August, 1968 the company was directed to be wound up by the Calcutta High Court and the Official Liquidator was appointed as liquidator of the company. On 12th October, 1971 an application was made for amending the description of the company to read "India Electrical Works Limited (In Liquidation) represented by the Official Liquidator, High Court, Calcutta, 12, Old Court House Street, Calcutta-1". The amendment was allowed. DDA filed a written statement through its Secretary to the amended plaint admitting the case of the company. 10. At the time of the suit issues were framed of which issue no. The amendment was allowed. DDA filed a written statement through its Secretary to the amended plaint admitting the case of the company. 10. At the time of the suit issues were framed of which issue no. 2 reads "Whether the DIT leased out the plot any due to the plaintiff and has delivered possession to him". Evidence was recorded of inter alia employees of the DIT/DDA. It was stated by them that the lease of the plot was given by the DIT to the company, that the lease deed was registered and that the company was paying lease money regularly to the DDA. The record keeper, House Tax Department of the Municipal Corporation of Delhi stated that in the assessment records, the company was shown to be the owner of the plot in dispute in the year 1960-61. A decree was passed on 15th April, 1975 decree was passed in favour of the company by the Delhi High Court. It was held that the evidence "amply proved that the Delhi Improvement Trust had leased out the land in suit to the plaintiff company and delivered the possession to it" and issue no. 2 was accordingly decided in favour of the company in liquidation. On 23rd March, 1994 the appeal preferred by Ramkishan was dismissed. The Special Leave Petition filed from the order of dismissal was also dismissed on 2nd September, 1994. 11. In the meanwhile the Calcutta High Court on 5th June, 1992 passed an order in the winding up proceedings directing the premises to be sold. The sale was advertised by publication in the Delhi Edition of the Statesman on 23rd June, 1992. On 21st April, 1993 Ramkishan applied for stay of the sale. This was dismissed. The sale was held on 3rd May, 1993 and confirmed in favour of the respondent no. 2 as the highest bidder. On 25th May, 1993 the sale deed was registered between the Official Liquidator representing the company and the respondent no. 2. By letter dated 8th July, 1993 the respondent no. 2 wrote to the DDA asking for mutation of the premises in its favour. DDA did not respond. However, another bidder, Santlal Mallick, preferred an appeal from the order of confirmation of sale. The Division Bench allowed the appeal and directed the Single Bench to consider the offer of Santlal Mallick. The respondent no. 2 wrote to the DDA asking for mutation of the premises in its favour. DDA did not respond. However, another bidder, Santlal Mallick, preferred an appeal from the order of confirmation of sale. The Division Bench allowed the appeal and directed the Single Bench to consider the offer of Santlal Mallick. The respondent no. 2 challenged the order of the Division Bench before the Supreme Court. The Supreme Court disposed of the matter by directing the Single Bench to conduct a fresh auction and fixed the reserve price at Rs. 1.5 crores. 12. On 21st September, 1994 the sale was again confirmed in favour of the respondent no. 2 after fresh auction at Rs. 1.51 crores. The order of confirmation provided : "After the sale is completed and conveyance is executed, the concerned authorities including Delhi Development Authority will mutate the property in favour of the purchaser on suitable application being made by the purchaser." 13. The respondent no. 2 paid the purchase price of Rs. 1.51 crores to the Official Liquidator and on 7th October, 1994 the Official Liquidator executed the conveyance of the premises in favour of the nominees of the respondent no. 2. On 22nd May, 1995 the respondent no. 2 again applied to the DDA for mutation of the premises in its name or in the name of its nominees. There was no response from the DDA. 14. On 5th August, 1998 the respondent no. 2 made an application (CA No. 487 of 1998) for a direction on DDA to mutate the premises in the name of the respondent no. 2 and its nominees. On 13th August, 1998 DDA made an application for a declaration that the sale of the premises was null and void and recalling the order dated 21st September, 1998. (CA No. 498 of 1998). Both the applications were taken up for hearing together and by the two orders under appeal the respondent no. 2's application was allowed and the appellant's application was dismissed. 15. (CA No. 498 of 1998). Both the applications were taken up for hearing together and by the two orders under appeal the respondent no. 2's application was allowed and the appellant's application was dismissed. 15. In dismissing DDA's application the learned Single Judge, after setting out the facts, came to the conclusion that the question of title of the company in liquidation to the premises as lessee had been finally decided when the Special Leave Petition was dismissed that there was nothing before the Court to show that the lease had been terminated by the DDA and that the explanation for the inordinate delay of DDA in approaching the Court was unsatisfactory and untenable. 16. Before us the two appeals were filed on 24th December, 1998. Some explanation has been given for the delay in preferring the appeal. Before us the appellants have submitted that there was no lease at all of the premises to the company but only on agreement to lease. The second submission is that the company in liquidation had no right to transfer its interest in the premises without the written permission of DIT and subsequently DDA. Admittedly, no such written permission was obtained. It is submitted therefore that the transfer was a void one. Thirdly it is submitted that the Learned Single Judge erred in holding that the issue of the title of the company in liquidation as lessee of the premises had been concluded as far as the appellants was concerned as no relief has been claimed against the appellant in the suit in the Delhi High Court. Fourthly it is submitted that the sale was on "as is where is basis" and therefore the purchaser could not get the higher right than what was available in company's liquidation. It was drawn to the Court's attention that under clause 11 of the terms and conditions of sale, the sale could be set aside even after confirmation. Finally it is submitted that the sale was contrary to rule 10(C) of the 1961 Nazul Rules. In terms of Nazul Rules the Official Liquidator, as representing the company in liquidation could transfer the premises only after compliance of the Nazul Rules. It is submitted that there was no question of waiver. The decision in DCM Ltd. vs. Union of India : (1996) 5 SCC 468 has been relied on in this context. 17. In terms of Nazul Rules the Official Liquidator, as representing the company in liquidation could transfer the premises only after compliance of the Nazul Rules. It is submitted that there was no question of waiver. The decision in DCM Ltd. vs. Union of India : (1996) 5 SCC 468 has been relied on in this context. 17. We are unable to accept the submissions of the appellants. (1) The appellants have not challenged the order dated 5th June, 1992 by which the interest of the company in liquidation in the premises was directed to be sold by the High Court. It cannot be heard to contend that no such sale could be held as the Court's power to direct such sale by the Official Liquidator is unchallenged. (2) The appellants have sought the recall of the order dated 21st September, 1994 confirming the sale in favour of the respondent no. 2. In our view the application is barred by limitation. There being no specific article in the Limitation Act, 1963 relating to application for setting aside of sales held by the Official Liquidator in the course of winding up of the company, Article 137 would apply. Three years expired in September 1997. The application for recall was made in July 1998 almost a year later. No explanation at all has been given in the affidavit affirmed in support of the summons by DDA for the delay. (3) It was then contended that the transfer was void and a nullity being in contravention of the terms and conditions of the agreement for lease as well as the Nazul Rules. It is submitted that therefore there was no question of limitation. 18. The Delhi Development Authority disposal of Development Nazul Lands Rules, 1981 came into effect on 26th September, 1981. The Rules themselves do not prohibit the transfer of a lessee's right. The prescribed form of the Deed of Lease appended to the Rules contains clauses which prohibits transfers without the written consent of DDA and also the right of the DDA to recover 50% of the unearned increase and the preemptive right to purchase property even in the case of an involuntary sale or transfer by or through an executing or insolvency. The Rules do not support to affect the rights of parties respectively and can have no application to the agreement of lease executed between the company and DIT in 1954. 19. Prior to the 1981 Rules, the matter was covered by a policy decision of the Government of India dated 2nd May, 1961 which also prescribes terms for allotting land. One of the terms was : "The allottee of a plot shall not sell or transfer his rights in the plot or part thereof for a period of 10 years from the date of allotment except with the previous approval of the Chief Commissioner which will be given only in exceptional circumstances. Thereafter the permission to sell will be given by Chief Commissioner. In both cases, 50% of the unearned increase in the value of the plot will be paid to the Government before the transfer is permitted." 20. This too does not seek to operate retrospectively. The relationship between the DDA and the company in liquidation is covered solely by the terms and conditions of the registered agreement dated 9th April, 1956. Like any other agreement a breach of a clause might give one of the parties the right to accept the breach and terminate the agreement or to reject the breach and claim damages. It would not make the transfer itself void. 21. According to the appellants the sale by the Official Liquidator was mandated by the Companies Act, 1956, the sale was an involuntary one. It was also submitted by the respondent no. 2 that the clause in the agreement dated 5th April, 1956 requiring the prior permission of the DIT did not apply to involuntary sales. 22. Although in the decisions reported in Doe d. Goodbehere vs. Bevan : [1814-23] All E.R. Rep. 706 and In re Riggs. Ex parte Lovell : [1901] 2 K.B. 16 support the respondent no. 2's submission that the sale by the Official Liquidator an involuntary one and that the restrictive clause in the agreement dated 5th April, 1956 only applied to voluntary transfers, the decision of the Supreme Court in M/s. Parasram Harmand Rao vs. M/s. Shanti Parsad Narinder Kumar Jain : AIR 1980 SC 1655 clearly holds that whereas upon liquidation the Official Liquidator steps into the shoes of the company in liquidation, a transfer by the Official Liquidator is a voluntary sale and not an involuntary one. 23. 23. However a clause in an agreement unlike a statutory restriction can be waived. The appellants knew in 1971 that the company was in liquidation and the Official Liquidator was in possession of its assets. It supported the Official Liquidator up to the Supreme Court in the litigation to enable the Official Liquidator to get possession of the premises from Ramkishan. DDA has not till today terminated the agreement dated 25th April, 1956 nor has it sought to claim damages in respect of any alleged breach. The DDA has not also prayed for disclaimer of the premises during this entire period. It must have known that under the provisions of the Companies Act, 1956 that the Official Liquidator takes possession of the assets of the company in liquidation as the first step to dispose of the same and to distribute the proceeds amongst the creditors and contributors of the company in liquidation. No step was taken by DDA to impede this inevitable result. 24. The publication in 1992 of the notice in the Delhi Edition of the Statesman also would amount to constructive notice to the DDA. Again in 1993 when the respondent no. 2 first applied for mutation, the DDA was told that the company's interest had been sold. It did not protest. Finally in 1995 when the second demand was made for mutation by the respondent no. 2, the DDA maintained a stoical silence for 3 years. 25. The decision cited by the appellants, viz. DCM Ltd. vs. Union of India (supra) is inapposite. It dealt with a case of promissory estoppel and not waiver. The Supreme Court in that case said : "It is further well established that the doctrine of promissory estoppel must yield when the equity so requires. If it can be shown by the Government or public authority that having regard to the facts as they have transpired, it would be un-equitable to hold the Government or public authority to the premises or representation made by it, the court would not raise an equity in favour of the person to whom the promise or representation is made and enforce the promise or representation against the Government or public authority." There is no such equity in favour of the appellants in this case. In terms of the agreement between the parties the only restriction on transfer was the written permission of the DDA. In terms of the agreement between the parties the only restriction on transfer was the written permission of the DDA. It was a condition put in for the benefit of DDA. By reason of the circumstances noted above we would hold that DDA had in fact waived its rights under the agreement. 26. The grievance of the appellants is in substance based on confusion created by the terminology used by the respondent no. 2 in its letters demanding mutation and by the conveyance executed by the Official Liquidator in favour of the respondent no. 2. In all these documents, the respondent no. 2 has asserted that it is entitled to the premises as a perpetual lessee thereof. 27. The claim of the respondent no. 2 is misconceived. The company in liquidation was never a perpetual lessee of the premises. No doubt it was granted various rights under the agreement for lease. It was also granted the right to obtain a perpetual lease subject to fulfilment of certain conditions. The respondent no. 2 could have purchased only these rights and the Official Liquidator could not transfer more than what the company in liquidation was entitled to. 28. Before us Learned Counsel appearing for the respondent no. 2 had initially sought to contend that the company in liquidation was in fact a lessee on the basis of the decision of the Delhi High Court as confirmed by the Supreme Court and the evidence given in the suit before the Delhi High Court. Nevertheless, the company in its plaint had not claimed any more rights in respect of the premises than those flowing from the agreement dated 5th April, 1956. No decree could have granted the company more than that. It must be recorded that Learned Counsel for the respondent no. 2 subsequently fairly conceded before this Court that it was not claiming to be a perpetual lessee in respect of the premises and was content to get those rights to which the company in liquidation was entitled under the agreement dated 5th April, 1956. 29. It is not in dispute that the company in liquidation although not a perpetual lessee was recorded with the DIT and subsequently the DDA authorities in respect of the premises. The respondent no. 29. It is not in dispute that the company in liquidation although not a perpetual lessee was recorded with the DIT and subsequently the DDA authorities in respect of the premises. The respondent no. 2 having validly purchased the right of the company is entitled to have its name mutated in place and stead of the company in liquidation with the DDA. 30. For the reasons aforesaid the appeals are dismissed. However the respondents will correct the deed of conveyance in respect of the premises by making it clear that what was being conveyed was the interest of the company in liquidation under the agreement dated 5th April, 1956 and nothing more. 31. There will be no order as to costs. Appeals dismissed.