Judgment :- These applications are filed by the appli­cant-plaintiff to pass an order of interim injunction: (i) restraining respondents/defendants from in any manner dealing with the suit prop­erty, including charging, conveying, selling, creating any third party rights in respect of suit property; (ii) restraining the 3rd defendant from releasing, paying, refunding any money or any security of the 1st defendant being in posses­sion and control of the 3rd defendant to the 1st defendant; and (iii) restraining defendants 1 and 3 from registering any documents for transfer of the immovable properties and/or to part with cus­tody and possession of all the title deeds in re­spect of the Schedule mentioned property. 2. The subject-matter of suit for specific performance and for consequential relief of injunction, restraining other defendants from making transfer of title to suit property or to part away with the documents thereof, is a property of land measuring 5.70 acres and con­struction thereon of 94,000 Sq. ft., approximately, at 1364, Old Mahabalipuram Road, Padur, Kelambakkam, which is owned by the 1st defendant Maars Software International Limited. 3. It is for the extension of business of the 1st defendant, it has raised a loan of Rs. 9 crores (subsequently reduced to 8.75 crores) from the 3rd defendant-Industrial Development Bank of India Limited (IDBI) in the year 2002. Subsequent to the raising of above loan in respect of the said property, there was a lease deed between 1st and 2nd defendants entered on 5.8.2002 with effect from 1.8.2002 for 108 months' with right of option of the lessee for renewing the same for another period of 60 months' with escalated rent at a particular rate. The lessee-2nd defendant claims that accord­ing to Clause 2(b)(iv), it has the right of preemption to purchase the property and the 1st defendant resisted the same by contending that it was subjected to some default on his part, which had not occurred. 4. Since the 1st defendant had chosen to sell the land for settling the loan, he had entered into a MoU with the plaintiff on 26.3.2004, in and by which the sale consideration was fixed at Rs. 8.10 crores and a sum of Rs. 10 lakhs was paid as advance (vide cheque No. 12754,3 dated 26.3.2004, drawn on Global Trust Bank, issued in favour of IDBI account in discharge of the earlier loan raised by 1st defendant). 5. 8.10 crores and a sum of Rs. 10 lakhs was paid as advance (vide cheque No. 12754,3 dated 26.3.2004, drawn on Global Trust Bank, issued in favour of IDBI account in discharge of the earlier loan raised by 1st defendant). 5. On 27.5.2004, there was a One Time Set­tlement (OTS) entered between defendants 1 and 2 by offering Rs. 11.59 crores, which con­sisted of two portions; (i) a cash component of Rs. 8.5 crores; and (ii) issue of cumulative re­deemable preferential shares for Rs. 3.54 crores, both payable by defendants 1 to 3. The 1st defendant (by his letter dated 16.6.2004) intimated 3rd defendant about the existence of its MoU with plaintiff. Applicant/plaintiff also directly made payment of Rs. One crore to 3rd defendant (vide his letter dated 16-6-2004), who acknowledged the receipt of Rs. one crore from the applicant (vide 3rd defendant's letter dated 17.6.2004). The fact that 1st defendant's letter dated 16.6.2004 contained information of 3rd defendant about the existence of MoU between plaintiff and 1st defendant makes it certain that 3rd defendant had knowledge of the above MoU and had subsequently also ac­knowledged the applicant's direct payment of Rs. One crore to 3rd defendant, which was made known to the latter that it was sent only in pursuance of the MoU and towards the part of the discharge of OTS scheme. Thus, 1st defen­dant informed applicant and 3rd defendant re­spectively of his MoU and OTS. Therefore, there is a tripartite agreement. 6. By virtue of the subsequent letter of SASF dated 17.10.2005, it is understandable that 1st defendant had also allotted 35,40,000 shares of 5% CRPS of Rs. 10/- each agreeing (sic) face value of Rs. 3.54 crore with IDBI on 5.3.2005 and there was a balance of payment of Rs. 7.5 crores and also the dividend payable in respect of above CRPS during September, 2005. As no amount was paid, pursuant to the agreement dated 30.9.2004, IDBI uncondi­tionally and irrevocably sold, assigned and transport (sic) of stressed assets (SAFF) set up by the Government of India under the Trust Deed dated 29.6.2004, the financial assistance sanctioned by them to the 1st defendant com­pany together with all security and all respec­tive rights in respect thereof; following which the OTS package was revoked. For the balance of Rs. 11,59,16,485, notice under Section 13(2) of SERFAESI Act was issued by SASF. 7. For the balance of Rs. 11,59,16,485, notice under Section 13(2) of SERFAESI Act was issued by SASF. 7. It is in such circumstances, the suit was filed for specific performance with O.A. No. 491 of 2006 for interim injunction asked (sic) against respondents 1 and 3 not to make trans­fer of suit property and not to depart with the ti­tle deeds thereof. On 19.6.2006, there was an interim order not to alienate the property, which was clarified on 5.7.2006 that the order may go against the 1st defendant, the owner of the property and not against the exercise of statutory function of 3rd defendant under the provisions of SERFAESI Act. Subsequently, by virtue of the said provisions of the Act, property was sold by private treaty by the 3rd defendant to the 2nd defendant for a sum of Rs. 17 crores. Both the plaintiff and the 1st defen­dant submitted that it was an undervalue and on such representation, no further action on the part of the 3rd defendant in pursuance of the sale conducted earlier was ordered on 11.8.2006. It is now submitted by defendants 2 and 3 that before issuance of such order dated 11.8.2006, document of sale of 3rd defendant to 2nd defendant was registered, which of course was factually disputed. However, the fact remains that, as on 12.8.2006, sale deed was already executed and registered by 3rd de­fendant to 2nd defendant for a sum of Rs. 17 crores in respect of suit property, which was made under private treaty. 8. Mr. Muthukumarasamy, learned senior counsel for the applicant/plaintiff submitted that the sale was not conducted in accordance with the provisions of SERFAESI Act and the Security Interest (Enforcement) Rules, 2002. Rule 8(5) reads as follows: "Rule 8. Sale of immovable secured assets: ............... (5) Before effecting sale of the immovable property referred to in sub-rule (1) of Rule 9, the Authorised Officer shall obtain valua­tion of the property from an approved valuer and in consultation with the secured credi­tor, fix the reserve price of the property and may sell the whole or any part of such im­movable secured asset by any of the follow­ing methods: (a) by obtaining quotations from the persons dealing with similar secured assets or otherwise interested in buying such assets; or (b) by inviting tenders from the public; (c) by holding public auction; or (d) by private treaty. 9. 9. Rule 8(6) provides as follows: "The Authorised Officer shall serve to the borrower, a notice of thirty days, for sale un­der sub-rule (5)…" 10. Rule 8(7) reads as follows: "Every notice of sale shall be affixed on a conspicuous part of the immovable prop­erty and may, if the authorised officer deems it fit, put on the website of the se-cured creditor on the Internet". 11. There was a notice of 3rd defendant for 60 days', issued under Section 13(2) as well as for 30 days', issued under Rule 8(6). The later notice is dated 15.6.2004. That notice gave a liberty to the 1st defendant to redeem the secu­rities by making payment of amount due to the Bank before the expiry of notice period of 30 days', which has not been done by the 1st de­fendant. 12. By pointing out the fact that such notice of 30 days' issued under Rule 8(6) did not contain that the sale is going to be made only by private treaty and that it is devoid of particulars required under the Rules and so, it was submit­ted that no proper notice under Rule 8(6) was issued; that there was no affixture of such no­tice on a conspicuous part of the suit property as required under Rule 8(7); and that accord­ing to Rule 8(8), the private treaty in between defendants 2 and 3 should be in writing, which is also not complied with. 13. Mr. T.V. Ramanujam, learned senior counsel appearing for 1st defendant also submitted that the property has not fetched its cor­rect price and it was sold by 3rd defendant for an undervalue; that whatever 1st defendant consented by his letter dated 15.4.2006 to make sale of the property for Rs. 17 crores to 2nd defendant was only subject to the condi­tion that discharge of dues to 3rd defendant Bank shall be in accordance with the terms of OTS. 14. In this connection, the letter of 1st de­fendant dated 28.7.2006 reads as follows: "We have requested you to consider and ap­prove the total OTS payable as Rs. 11.59 crores as full and final settlement, which was discussed and agreed during the meet­ing held in your office dated 9.6.2006 wherein the possibility of private treaty ar­rangement with one of the identified party Scope International Limited was discussed and agreed upon for a consideration of Rs. 11.59 crores as full and final settlement, which was discussed and agreed during the meet­ing held in your office dated 9.6.2006 wherein the possibility of private treaty ar­rangement with one of the identified party Scope International Limited was discussed and agreed upon for a consideration of Rs. 17 crores……." "In this scenario, we would like to reiterate that in case IDBI/SASF arrange for a sale of the said property by way of private treaty ar­rangement as mentioned above, we are agreeable for the same, provided out of the consideration, we expect that after deduc­tion of the balance dues payable to IDBI un­der OTS. The surplus amount shall have to be paid to the company to meet the aforesaid li­abilities…" 15. But the 3rd defendant's notice dated 18.1.2006 for possession of secured assets reads as follows: "Please refer to our notice dated 17.10.2006 calling upon you to pay in full and discharge your liabilities to IDBI aggregating Rs. 11,59,16,485/- and interest thereon……." Such interest was claimed with effect from 1.1.2004 at the contractual rates. Same was found in notice issued: under Section 13(2) of the SERFAESI Act. At present, the total amount due to the Bank was worked out by it as Rs. 13.84 crores. 16. The fact remains that OTS was entered into on 27.5.2004. On the basis of that only, 1st defendant entered into MOU with the plaintiff to enable him to fulfill the terms of OTS. The plaintiff paid Rs. 1.10 crores;' but as nothing more was paid, 1st defendant should not dis­charge the terms of OTS and it was revoked by the Bank and symbolic possession of the secured property was taken under the SERFAESI Act on 6.6.2006. Therefore, it is idle for 1st defendant to contend that what he had mentioned in notice dated 28.7.2006 re­garding the sale of suit property by private treaty agreement to 2nd defendant for Rs. 17 crores was only upon the condition of adjust­ment of amount due from him as per terms of OTS. 17. Of course, repeated letters were issued by 1st defendant; even on 14.6.2006 to Mr. Siby Anthonyji, Executive Trustee, SASF, IDBI Towers, to comply with the approval of OTS proposal. What is stated in the letter of 1st defendant written on 14.6.2006 to the SASF Executive Trustee mentioning "you are kindly requested to approve the OTS proposal sub­mitted by an aggregating Rs. Siby Anthonyji, Executive Trustee, SASF, IDBI Towers, to comply with the approval of OTS proposal. What is stated in the letter of 1st defendant written on 14.6.2006 to the SASF Executive Trustee mentioning "you are kindly requested to approve the OTS proposal sub­mitted by an aggregating Rs. 11.60 crores…" itself will show that it was only pending approval. Therefore, 1st defen­dant's subsequent letter dated 10.8.2006 stat­ing, "the consent given for the sale of property was based on the OTS and if IDBI is not will­ing for the OTS then the consent is withdrawn…" indicates only one point, i.e. the consent was given by 1st defendant for sale of the suit property by 3rd defendant to 2nd de­fendant by private treaty and that 1st defendant himself knows that the OTS for Rs. 11.60 crores has not yet been approved by 3rd defen­dant. 18. It is one thing to say that consent was given on the fond expectation or even condi­tion that OTS between defendants 1 and 3 once revoked, shall be revived; but it is totally another thing to press for revival of OTS; and si­multaneously saying that the price of Rs. 17 crores was agreed with 2nd defendant under private treaty is not commensurate with the market value of the property. Nothing prevented the 3rd defendant to oppose the value of Rs. 17 crores besides claiming revival of OTS. Nothing was also mentioned that it is in lieu of revival of OTS, 1st defendant had agreed of sale for undervalue. In these circumstances, the free consent element of 1st defendant re­garding value of Rs. 17 crores of suit property cannot be connected to his claim for revival of OTS. In fact, consent of 1st defendant for the value to be arrived in between defendants 1 and 3 under private treaty is also not a neces­sary factor. Thus, knowledge could be attrib­uted about the proposed purchaser and price, which cannot be denied. 19. To mention again, the 1st defendant's description in his letter dated 28.2.2006 as if OTS proposal was agreed to be conceded in the meeting held on 9.6.2006 may not be correct because even in his letter dated 16.4.2004 ad-dressed to the Executive Trustee of SASF, it was found, "you are requested to approve the OTS proposal….". 19. To mention again, the 1st defendant's description in his letter dated 28.2.2006 as if OTS proposal was agreed to be conceded in the meeting held on 9.6.2006 may not be correct because even in his letter dated 16.4.2004 ad-dressed to the Executive Trustee of SASF, it was found, "you are requested to approve the OTS proposal….". What was mentioned as not approved till 14.6.2006 could not have been approved on 9.6.2004, 1st defendant can-not now say that since OTS was approved, 1st defendant's present stand as per his letter dated 10.8.2006, consent is withdrawn as OTS is not approved, 1st defendant is shown to have taken different stand as mentioned above. The fact remains that OTS has already been re­voked, 1st defendant's contention that the price of Rs. 17 crores is undervalue or not is also to be looked into in other following circum­stances. 20. The 2nd defendant is admittedly in pos­session of suit property as lessee thereof 2nd defendant claims right of preemption as found in Clause 2(iv) of the Lease Agreement, 1st defendant resisted it. Now, we have to find whether 2nd defendant has a right of preemption. If he had such right, then the treaty with him is a necessary one; because as against the right of preemption in favour of 2nd defendant, if a sale is made to a third party, then also 2nd defendant may not deliver pos­session and may create some other litigation. 21. In this connection, Clause 2(b) of the Lease Agreement reads as follows: "In the event of the LESSOR failing to refund to the LESSEE upon the expiry or early determination of the lease hereby granted the deposit paid by the LESSEE to the LESSOR under this Agreement, then in that event, provided however that the LESSEE is ready and willing to hand over vacant and peaceful possession of the said Demised Premises to the LESSOR, the fol­lowing consequences will follow; (i) to (iii) .................. (iv) If the default continues to persist on the part of LESSOR, the LESSOR will deposit the title deeds relating to the Demised Prem­ises, subject to the existing charge only with IDBI, with the LESSEE for the purpose of creating equitable mortgage in favour of the LESSEE as security for the due repayment of the deposit together with interest @ 24% per annum till realization by the LESSEE. In case the LESSOR or anyone claiming ti­tle under the LESSOR, chooses to sell the Demised Premises, the LESSEE will have and may choose to exercise their first option to buy the Demised Premises, and the LESSOR undertakes to obtain necessary permissions and approvals from all con­cerned parties to sell the Demised Premises to the LESSEE within a period of 45 days' from the date of receipt of notice from the LESSOR intimating their intention to sell….” 22. Thus, a reading of the above would go to show that there are two independent issues dealt with; one is regarding the default of les­sor in returning the deposit paid by the lessee. It was provided that if the default continued on the part of lessor, there will be title deeds deposited by him with the lessee for creating equitable mortgage. The other issue is that, in case, a lessor or anyone claiming title under him, chooses to sell the demised premises, then the lessee will have first option to buy the demised premises and may choose exercise for option. It was also provided that, in case, the lessee chooses not to exercise the option to buy demised premises, the lessor is to enter into a covenant with the prospective buyer to primar­ily refund the deposit amount of Rs. 90 lakhs by an escrow arrangement till realisation by the lessee. 23. Clause 2(b)(iv), provides three arrange­ments for making the lessee to get his deposit refunded from lessor. One is by making the lessor to deposit the title deeds enabling the lessee to create equitable mortgage subject to the existing charge only with IDBI. The other is, lessee himself exercising his right of option to purchase the property. The third one is, if the lessee intends not to purchase, then lessor shall ask his buyer to primarily deposit the refund of Rs. 90 lakhs under an escrow arrangement. All these things would arise only if lessor committed default in payment of deposit. But unless it is made known that the deposit is refunded, it should necessarily be taken that it is not yet refunded. This is so because the discharge of loan or refund shall be proved by a loanee or the person, who received the amount. It is thus taken that there is no refund of deposit. Therefore, 2nd defendant has got a right of preemption. He is already in possession. This is so because the discharge of loan or refund shall be proved by a loanee or the person, who received the amount. It is thus taken that there is no refund of deposit. Therefore, 2nd defendant has got a right of preemption. He is already in possession. Thus, private treaty with him is inescapable. In this background, the failure of 1st defendant in not objecting to the price of Rs. 17 crores even when he became aware of that coupled with the above circumstances, would only indicate the reasonability of the price of Rs. 17 crores. Thus, the price is found reasonable. 24. Mr. Muthukumaraswamy, learned se­nior counsel for the plaintiff, apart from argu­ing upon the undervalue of the price to which the property was sold to 2nd defendant for Rs. 17 crores, made a stress upon the non-compliance of sub-rules (6) and (7) of Rule 8 of Security Interest (Enforcement) Rules. According to above sub-rule (6), the authorised officer shall serve to the borrower a notice of thirty days' for sale of the immovable secured assets, under sub-rule (5). What sub-rule (5) states is that, "Before effecting sale of the immovable property, the Authorised Officer shall ob­tain valuation of the property from an ap­proved valuer and in consultation with the secured creditor, fix the reserve price of the property and may sell the whole or any part of such immovable secured asset by any of the following methods: (a) by obtaining quotations from the per-sons dealing with similar secured assets or otherwise interested in buying such assets; or (b) by inviting tenders from the public; (c) by holding public auction; or (d) by private treaty”. 25. In fact, there was a notice of 30 days issued on 15.6.2006, wherein it was mentioned that there was possession notice issued; publi­cation of the said notice in Economic Times and Dhina Malar on 8.6.2006 and that till date no payment was made by 1st defendant; and so, 3rd defendant proposed to sell the property after the expiry of notice period by any one of the following methods, as quoted in sub-rule (5) of Rule 8. Rule 5 makes it pre-requisite on the part of the Authorised Officer, (i) to obtain valuation of property from an approved val­uer; and (ii) in consultation with the secured creditor, fix the reserve price. 26. Rule 5 makes it pre-requisite on the part of the Authorised Officer, (i) to obtain valuation of property from an approved val­uer; and (ii) in consultation with the secured creditor, fix the reserve price. 26. In this regard, what is stated on the side of 3rd defendant is that 1st defendant was made known of the private treaty entered into with 2nd defendant and the price as Rs. 17 crores and therefore, it was submitted that requirements under sub-rule (5) of Rule 8 were fulfilled. According to sub-rule (6) of Rule 8, what is required is for the sale of immovable secured assets; under sub-rule (5), there shall be a notice to the borrower of 30 days', which was also issued. It does not envisage what par­ticulars the notice contains. It was further con-tended on the part of 3rd defendant that the failure to affix the notice of sale on a conspicu­ous part of property as per sub-clause (7) of Rule 8, would only make the borrower to work for a better price and when there is no grudge on the price aspect and especially when the 2nd defendant has got a right of preemption and was found in possession of suit property, then, not only the non-affixture of the notice of sale in the conspicuous part of suit property as per sub-rule (7) but also the non-drafting of the terms of the treaty between defendants 2 and 3 in writing, may not prejudice the borrower. 27. The core of the contention made on behalf of the applicant/plaintiff is that the notice issued under Rule 8(6) abovementioned is devoid of material particulars like, reserve price, buyer and other terms of sale. True it is, it does not contain so. But the mitigating circum­stances are that, (i) the circumstances do warrant a private treaty with 2nd defendant as he has got a right of preemption and also the lat­ter continues to be in possession of suit prop­erty, (ii) the price fixed at Rs. 17 crores is found as reasonable for the reasons mentioned supra; and (iii) the 1st defendant-borrower was ap­prised the name of the purchaser as well as the price, which are only the dominant factors in a private treaty. 28. On these grounds, the borrower, who was otherwise may be aware of the above par­ticulars get no prejudice. 17 crores is found as reasonable for the reasons mentioned supra; and (iii) the 1st defendant-borrower was ap­prised the name of the purchaser as well as the price, which are only the dominant factors in a private treaty. 28. On these grounds, the borrower, who was otherwise may be aware of the above par­ticulars get no prejudice. However, a notice under Section 8(6) of SERFAESI Act was issued on 18.6.2006, Statute does not envisage a notice of 30 days' would contain all the particulars. Even the requirement of sub-rule (7) of Rule 8 that notice shall be affixed in the conspicuous part of immovable property is only to fetch highest price, which object was already achieved. Sub-rule (8) of Rule 8 also contem­plates only that the sale shall be on such terms as may be settled between the parties in writ­ing. It is nobody's case that the terms on which what was settled was not such terms of sale. 29. The comments found on the Book SECURITISATION, ASSET RECONSTRUCTION & ENFORCEMENT OF SECURITY INTERESTS ACT, by VINOD KOTHARI, 2003 Edition found that, "though it is not explicit in the rules, it is quite reasonable to assume that the notice is given after fixing the sale price, buyer, and the terms of the sale; this is a sort of cooling off period for the borrower to either try and get a better deal with the sale, or, if he has any grudge against the sale, to take necessary ac­tion by way of appeal". This is the comment found in the above text. 30. Moreover, the key words under Rule 6, "to secure maximum sale price", a duty is cast upon the lender to get the best deal for the assets. What is expected from the lender is to observe utmost transparency with the borrower in this regard. When once that transparency was made by the lender to the borrower in fix­ing the price as well as the purchaser and espe­cially the latter has got a right of preemption over the property along with possession and when it is difficult to take possession without litigation from the 2nd defendant, in case, the property is sold to a stranger, then, that much of transparency and reasonability of the price as found above, would not nullify the sale. There is no collusion or corrupt practice in this connection. 31. There is no collusion or corrupt practice in this connection. 31. True it is that in Delhi Development Authority v. Skipper Construction Co. (P) Ltd. AIR 1996 SC 2005 : (1996) 4 SCC 622 , it was observed that "a law providing for forfeiture of properties acquired by holders of "public of­fice" by indulging in corrupt and illegal acts and deals, is a crying necessity…". As found earlier, there is no collusion or other ille­gal method. 32. Mr. Muthukumarasamy, learned senior counsel for the plaintiff next relied upon Cen­tury Flour Mills v. S. Suppiah AIR 1975 Mad. 270 (FB) : (1975) 2 MLJ 54 , wherein it was observed that "Where in violation of a stay order or injunction against a party, something has been done in disobedience; it will be the duty of the Court as a policy to set the wrong right and not allow the perpetuation of the wrong doing". It was submitted that during the course of injunction, the sale in favour of 2nd defendant was a disobedience on the part of 3rd defen­dant. But, as on 10.8.2006, it was clarified that the injunction order may not prevent 3rd de­fendant from making statutory sale. Moreover, it is not the 3rd defendant, who has sold the property. But it is SASF authorities, to whom the 3rd defendant had already assigned it, done the same. 33. For the foregoing reasons, it is found that the sale in favour of 2nd defendant cannot be held as bad. When the statutory sale in fa­vour of 2nd defendant is upheld, the plaintiff will be entitled only to refund of whatever he has paid on behalf of 1st defendant to the Bank. That refund can be made from the sale pro­ceeds payable by 2nd defendant to 3rd defendant. The surplus sale proceeds will go to the owner, namely, 1st defendant. Hence, all the applications are dismissed. Applications dismissed.