JUDGMENT : C.K. Buch, J. By way of present Report submitted by the Official Liquidator of the Company i.e. Jalan Ispat Casting Ltd. (in liquidation), it has been prayed that sale of the properties of the said Company in liquidation sold by the Sale Committee in compliance of the order dated 26th April, 2005 passed by this Court in Official Liquidator's Report No. 4 of 2005, may be confirmed. The Official Liquidator was appointed as the Chairman of the Sale Committee and the G.S.F.C., Canara Bank, Bank of Baroda, I.F.C.I., etc. were the Members of the Sale Committee. The properties mentioned in paragraph No. 3 of the Report were advertised to be the properties of the Company for sale and the said advertisement was published in the newspapers on 16th May, 2005. The details of the advertisement are mentioned in Paragraph No. 3 of the Report. Today, the successful bidders and the parties, which were permitted to participate in the auction by paying Late Entry Fees, are present in the Court and thus, the following parties have participated in the auction proceedings in the open Court : (1) Aanvik Mercantile Pvt. Ltd. (2) M/s. Valley Metals Pvt. Ltd. (3) Chaudhary & Sons Forging Pvt. Ltd. 2. The properties of the said company were placed under auction in the open Court lot-wise as advertised in the newspaper. However, ultimately all the properties shown as properties of Lot 'B' i.e. composite offer of Lots A, B and C, were placed before the bidders and in reference to the highest offer received qua the properties mentioned in Lots A, B and C, the composite offer placed by Valley Metals Pvt. Ltd., represented by learned Counsel Shri Pavan Godiawala, for Rs. 9 crores was found to be the highest and acceptable. The upset price of all the properties of Lot 'B' was fixed on the strength of the valuation report at Rs. 2.90 crores and for that the amount of Earnest Money Deposit (E.M.D.) was fixed at Rs. 34 lakhs. The successful bidder is a party who has intervened into auction late by depositing the amount of E.M.D. with 15% per annum towards Late Entry Fee. The sale of properties i.e. composite Lots A, B and C need confirmation. 3. On 16th May, 2005, an advertisement was published for sale of assets mentioned in it. 34 lakhs. The successful bidder is a party who has intervened into auction late by depositing the amount of E.M.D. with 15% per annum towards Late Entry Fee. The sale of properties i.e. composite Lots A, B and C need confirmation. 3. On 16th May, 2005, an advertisement was published for sale of assets mentioned in it. The minutes of the meeting of the Sale Committee held on 30th June, 2005 in the office of the Official Liquidator, High Court, Ahmedabad, were placed before the Court and on 31st August, 2008 this Court passed orders in Official Liquidator's Report No. 76 of 2005. The proceedings for confirmation of offer for the properties mentioned in Lots B, C and D-2 were placed under abeyance and it was observed that the revaluation be made as there are errors in the report prepared by the valuer and a fresh advertisement be issued for sale. The Court also noticed that some theft had taken place in the properties of the Company and so a re-advertisement for sale of the Company (in liquidation) was also required to be issued. 4. The present Report submitted by the Official Liquidator of the Company (in liquidation) indicates the following facts, which are not under any controversy : (i) A fresh advertisement was published on 10th August, 2006. (ii) The tender forms for sale were issued from 10th August, 2006. (iii) The properties of Lots A and B reflected in the advertisement were made available for inspection to the potential bidders on 17th August, 2006 between 11-30 a.m. and 4-30 p.m. (iv) The inspection of properties of Lot 'C' was available to the potential bidders on 18th August, 2006 between 11-30 a.m. and 4-30 p.m. (v) The tenders were accepted on 24th August, 2006 upto 4-00 p.m. and they were opened on the very same day at 4-30 p.m. (vi) The auction-cum-inter se bidding amongst the offerers was conducted by the Sale Committee on 24th August, 2006 at 5-00 p.m. (vii) The details of proceedings of lot-wise bidding of the inter se bidding held by the Sale Committee are available in Paragraph No. 3 of the Report. (viii)The report of the Official Liquidator ultimately submitted for confirmation of sale and also seeking to issue further directions and to pass orders in terms of Paragraph Nos. 14A to 14G of the report. (viii)The report of the Official Liquidator ultimately submitted for confirmation of sale and also seeking to issue further directions and to pass orders in terms of Paragraph Nos. 14A to 14G of the report. When the report came up for hearing and for passing further orders, on 5th August, 2008 the learned Counsel appearing for the Official Liquidator had tendered one Fax Message received by the office of the Official Liquidator and the Court decided to ascertain the genuineness of the Fax Message received from the Aanvik Mercantile Pvt. Ltd., having office at Fort, Mumbai, who is the client of learned Counsel Shri Sudhir Mehta, and therefore, the Registry was directed to inquire about some details emerging from the Xerox copy of the said Fax Message tendered in the Court by the Official Liquidator. (ix) Shri A. B. Munshi, learned Counsel, had also submitted that he has instructions to make submissions as an intervener and his client may offer much higher amount for composite lot No. A-III for which nobody had offered any amount before the Sale Committee. So the matter was adjourned in the interest of justice to 8th August, 2008. The Secured Creditors were eager to see that the properties are sold at the earliest. (x) The Registrar had thereafter submitted his report as to the status of the S. P. Textile Spares vide report dated 7th August, 2008 and the same is on record. (xi) On 8th August, 2008, the interveners appeared in the Court and expressed their willingness to pay the Late Entry Fee at the rate of 15% per annum over and above the amount of E.M.D. Despite of resistance from the successful bidders, more particularly, learned Counsel Shri Pranav Desai and learned Counsel Shri Kartik Pandya, the Court in the ultimate interest and to see that maximum amount is fetched from the property under sale, decided to permit the interveners. It is relevant to note that this Court in ennumber of cases has adopted this practice to permit interveners to participate in the bid on payment of non-refundable Late Entry Fee. It is relevant to note that this Court in ennumber of cases has adopted this practice to permit interveners to participate in the bid on payment of non-refundable Late Entry Fee. (xii) It would be beneficial for the sake of brevity and convenience to reproduce the order passed by this Court on 8th August 2008 in the present O.L.R., whereby the Court directed the Official Liquidator to accept the Demand Drafts of Chaudhari and Sons Forging Pvt. Ltd., Gaziabad, Uttar Pradesh, represented by learned Counsel Shri H. R. Prajapati; Aanvik Mercantile Pvt. Ltd., Fort, Mumbai, represented by learned Counsel Shri Sudhir Mehta and M/s. Valley Metals Pvt. Ltd., represented by Shri Pavan Godiawala. The relevant paragraphs of the said order are reproduced as under : "2. Meanwhile, today, Mr. H. R. Prajapati, learned Counsel has appeared and submitted that he has instructions to appear for Chaudhary & Sons Forging Pvt. Ltd., Plot No. 4, South on City Road, Lai Kuva, Gaziabad, U.P., and that his client is interested in purchasing the property of Lot No. "A/3" (composite) as per the advertisement. He is even ready to pay 15% Late Entry Fee charges which can be retained by the Official Liquidator. He has tendered 2 drafts; one of Rs. 17.00 lakhs dated 8th August, 2008 and another of Rs. 5,10,000/-, both issued by Axis Bank. Second draft of Rs. 5,10,000/- is towards the Late Entry Fee charges at the rate of 15% per annum. Interest has been calculated upto 24th August, 2008. The Official Liquidator is asked to accept both these drafts. The client of Mr. Prajapati now can participate in the bidding that may take place in the Court. 3. Mr. Sudhir Mehta, learned Counsel, who is present in the Court submits that he has also instructions to appear for Aanvik Mercantile Pvt. Ltd., 8/10, Bora Bazar Street, 2nd floor, Fort, Mumbai-400001 and states that his client is interested in purchasing the property of Lot Nos. "A/3 and B/3". He tenders 2 drafts of Rs. 17.00 lakhs and Rs. 12.00 lakhs respectively. But unless the amount of Late Entry Fee charges at 15% per annum is paid by way of demand draft to the Official Liquidator, his client cannot be permitted to participate in the bidding. Mr. Mehta submits that he has demand draft of Rs. 7.00 lakhs, but the said amount falls short by some amount. 12.00 lakhs respectively. But unless the amount of Late Entry Fee charges at 15% per annum is paid by way of demand draft to the Official Liquidator, his client cannot be permitted to participate in the bidding. Mr. Mehta submits that he has demand draft of Rs. 7.00 lakhs, but the said amount falls short by some amount. Therefore, the draft of remaining amount can be obtained by the client of Mr. Sudhir Mehta and can be brought on the date of bidding that may be fixed by the Court. Two drafts, that is, one of Rs. 17.00 lakhs and another of Rs. 12.00 lakhs referred to hereinabove, be accepted by the Official Liquidator. It is clarified that the client of Mr. Sudhir Mehta shall not be permitted to participate in the bid unless the amount of Rs. 8,70,000/- towards late payment charges at 15% per annum is paid by them to the Official Liquidator by way of demand draft before the bidding takes place. 4. Mr. Pawan Godiawala, learned Counsel appears and submits that he has instructions to appear for Valley Metals Pvt. Ltd. According to him, his client is interested in purchasing the entire Lot, that is, Lots A. B and C which are described as Lot "D" in the advertisement. He has, therefore, tendered 3 different demand drafts consisting of Rs. 34.00 lakhs. The same may be accepted by the Official Liquidator. However, it is clarified that unless the client of Mr. Godiawala tenders draft of the remaining amount (which amount is required to be paid towards 15% Late Entry Fee charges) to the Official Liquidator before the bidding takes place in the Court, his client shall not be permitted to participate in the bidding. The said amount comes to Rs. 10,20,000/-. Therefore, on the date of the bidding, he shall bring the draft of Rs. 10,20,000/-. 5. Anxiety expressed by Mr. Pranav G. Desai is that such entry practically disturbs the sanctity of the first bona fide bidding that took place earlier and that his client would suffer loss of interest on the amount of E.M.D. which remained with the Official Liquidator for long, that is, for two years. If the client of Mr. 10,20,000/-. 5. Anxiety expressed by Mr. Pranav G. Desai is that such entry practically disturbs the sanctity of the first bona fide bidding that took place earlier and that his client would suffer loss of interest on the amount of E.M.D. which remained with the Official Liquidator for long, that is, for two years. If the client of Mr. Desai remains unsuccessful in purchasing the property during the bidding that may take place before the Court, then, at that time, the Court can pass appropriate orders considering the submissions that may be made on behalf of the Official Liquidator. Similar anxiety is expressed by Mr. Kartik Pandya for his client. 6. It is relevant to note that client of Mr. Pranav G. Desai has expressed his readiness to pay enhanced price of 15%, while client of Mr. Kartik Pandya has expressed his readiness to pay enhanced price of 20%. Therefore, the Court, obviously shall have to consider this aspect while finalising the bid that may take place in the Court." (xiii) The Court adjourned those proceedings to 12th August, 2008 for further proceedings. (xiv) On 12th August, 2008, Ms. Amee Yajnik, learned Counsel appearing for Official Liquidator, informed the Court about acceptance and clearance of the drafts tendered by three different interveners with Late Entry Fees. (xv) The original successful bidders as well as interveners participated in the bid as the successful bidder represented by Shri Pranav Desai i.e. respondent No. 6 was ready to increase its offer by 15% per annum and the respondent No. 5 in the same manner was ready to increase its offer by 20% per annum. The bids obviously were to start from these increased offers of the successful bidders. (xvi) The interveners were also ready to participate for the sale of properties proposed to be sold by the Sale Committee to respondent No. 8. (xvii) The Court started bidding of the properties lot-wise and as per the chronology reflected in the advertisement. (xviii) In the first round of bidding for the property of Lot No. A-I, the bidders participated and the highest amount was offered by M/s. Valley Metals Pvt. Ltd. represented by learned Counsel Shri Pavan Godiawala and the amount offered was Rs. 31 lakhs. In the same manner, for the properties mentioned as properties of Lot No. A-Il, two participants actively participated in the bidding. 31 lakhs. In the same manner, for the properties mentioned as properties of Lot No. A-Il, two participants actively participated in the bidding. Shri Pranav Desai intimated the Court that he has no instructions to quote anything more than 15% increase of the original amount offered in the auction proceedings undertaken by the Sale Committee. M/s. Valley Metals Pvt. Ltd. and Aanvik Mercantile Pvt. Ltd., Mumbai offered various amounts and ultimately M/s. Valley Metals offered Rs. 2.50 crores. Before the Sale Committee, the maximum offer was of Rs. 1.48 crores. It was rightly suggested that before confirming the Sale for the property of Lot Nos. A-I and A-II, the Court may undertake bidding for the entire Lot i.e. Lot No. A-III (i.e. composite offer) and three participants agreed to participate in the bidding. The composite offer unless exceeds the total amount of Rs. 2.81 crores, the successful bidders were obviously entitled to get the sale confirmed in their favour for the amount offered by them for the properties of Lot No. A-I and A-II, but Chaudhari & Sons Forging Pvt. Ltd. gradually raised its offer during bidding from Rs. 3 crores to Rs. 5.80 crores. At one stage, Shri Pavan Godiawala has expressed that M/s. Valley Metals Pvt. Ltd. may participate actively during the bidding for the entire lot of properties mentioned as properties of Lot No. D. During the bidding, Aanvik Mercantile Pvt. Ltd., Mumbai had increased its offer upto Rs. 4.50 crores. So the offer of Chaudhari & Sons Forging Pvt. Ltd. for Rs. 4.60 crores was the highest offer for the properties mentioned as properties of Lot No. A-III. (xix) The Court decided to see that the maximum price out of the said properties is fetched and on consent of the bidders and the Official Liquidator of the Company (in liquidation), the Court started accepting offers in respect of the properties mentioned as properties of Lot No. B-III. The upset price of the property in the advertisement was shown as Rs. 1.10 crores. The respondent No. 7 offered Rs. 11,000/- more than the offer made by it during the auction before the Sale Committee. During the inter se bidding between Aanvik Mercantile Pvt. Ltd. and M/s. Valley Metals Pvt. Ltd., the highest offer was made by Aanvik Mercantile Pvt. Ltd. for Lot No. B-111 i.e. composite offer for properties mentioned in Lot Nos. B-I and B-II. 11,000/- more than the offer made by it during the auction before the Sale Committee. During the inter se bidding between Aanvik Mercantile Pvt. Ltd. and M/s. Valley Metals Pvt. Ltd., the highest offer was made by Aanvik Mercantile Pvt. Ltd. for Lot No. B-111 i.e. composite offer for properties mentioned in Lot Nos. B-I and B-II. The property shown as property of Lot No. C i.e. windmill, was to be sold for Rs. 35 lakhs being the upset price. But during auction, the amount offered by respondent No. 7 was Rs. 34 lakhs i.e. Rs. I lakh less than upset price. Shri Pavan Godiawala, learned Counsel appearing for M/s. Valley Metals Pvt. Ltd. offered upset price of Rs. 35 Iakhs and no other bidder was there to offer higher amount than the same. At that stage, Shri Pavan Godiawala submitted that M/s. Valley Metals is interested in purchasing the entire properties as mentioned in Lot No. D, and therefore, he may increase the offer lot-wise and thus, he is able to offer higher amount, if considered on pro-rata basis for properties of Lots under sale. So the Court decided to invite bids for the entire Lot of properties mentioned in Lot No. D to see as to whether the entire lot is able to fetch more price than the amount offered for different lots of properties or not. When the Court was in the process to invite offers for the properties mentioned in Lot No. D, Shri A. B. Munshi, learned Counsel appearing for one of the interveners M/s. Sarvaiya Exports, submitted that he may be given some time to pay the Late Entry Fee for the properties mentioned in Lot No. C and the bid process may be derailed at least by a day and he shall see that M/s. Sarvaiya Exports deposits the amount of E.M.D. with 15% Late Entry Fee and he has instructions to offer Rs. 40 lakhs for the properties mentioned in Lot No. C and he may be permitted to participate in the bid for that property. When the Court refused to derail the proceedings of entire bid process and to finalise the sale of entire property mentioned in Lot No. D, surprisingly Shri Munshi tendered one Pay Order drawn on I.D.B.I. for Rs. 40 lakhs for the properties mentioned in Lot No. C and he may be permitted to participate in the bid for that property. When the Court refused to derail the proceedings of entire bid process and to finalise the sale of entire property mentioned in Lot No. D, surprisingly Shri Munshi tendered one Pay Order drawn on I.D.B.I. for Rs. 5.50 lakhs and has submitted that now he may be permitted to participate in the bid and he shall tender the remaining amount of Late Entry Fee with the Registry during the course of the day or latest by tomorrow because his client shall have to arrange for money. The Court denied the proposal saying that he cannot be permitted to participate unless the amount of E.M.D. with Late Entry Fee is paid to the Official Liquidator. At that time, Shri A. B. Munshi tendered one another Pay Order bearing No. 908231 dated 12th August, 2008 drawn on I.D.B.I. for Rs. 2.50 lakhs. (xx) Having considered the Serial Numbers and date of the aforesaid pay orders/drafts and even the fact that initially Shri Munshi had requested the Court to grant time for 24 hours so that M/s. Sarvaiya Exports can arrange for money towards Late Entry Fee, the Court is supposed to consider the element of bona fide in the offer of Rs. 40 lakhs, off the record, made by Shri Munshi and conduct of the party, who was trying to convince the Court through Shri A. B. Munshi that the bidding process may be stalled as he has no money to pay and ultimately the Court decided to turn down the request made by Shri A. B. Munshi to stall the proceedings of sale. (xxi) The bidders at that stage requested the Court that they may be permitted to increase their offer qua the properties of Lot Nos. A-II and B-III; and during this process, Chaudhari and Sons Forging Pvt. Ltd. and Aanvik Mercantile Pvt. Ltd. offered higher amount than the amount already offered by them. As the bids were accepted for the properties mentioned as properties of Lot Nos. A-II and A-III, the Court would not have permitted any party to enter into such hid and to increase the amount because such exercise would invite endless bidding. But a successful bidder who has quoted a particular price for the properties of a particular Lot can offer higher amount. A-II and A-III, the Court would not have permitted any party to enter into such hid and to increase the amount because such exercise would invite endless bidding. But a successful bidder who has quoted a particular price for the properties of a particular Lot can offer higher amount. So the highest bidder can be permitted to say that he can still pay more than actually offered by him and thus, the price offered for the properties of Lot No. A-II reached to the figure of Rs. 5.80 crores. The amount of Rs. 2.70 crores in the same way was offered by the highest bidder. (xxii) Aanvik Mercantile Pvt. Ltd. offered Rs. 5.70 crores for the properties of Lot No. A-II and Chaudhari & Sons Forging Pvt. Ltd. offered the highest amount i.e. Rs. 5.80 crores for the properties and so obviously the person who is keen to have the entire property i.e. property of Lot No. D was supposed to offer the amount more than Rs. 8.90 crores [ Rs. 5.80 crores for Lot No. A-III + Rs. 2.70 crores for Lot No. B-III + Rs. 40 lakhs off the record quoted by Shri A. B. Munshi]. Shri Pavan Godiawala increased his offer on behalf of M/s. Valley Metals Pvt. Ltd. to Rs. 8.95 crores and at that time, the Court suggested that the raised offer should he at least of Rs. 10 lakhs and more increase of Rs. 5 lakhs cannot be said to be any substantive increase, and therefore, M/s. Valley Metals Pvt. Ltd. accepted the suggestion of the Court and increased the offer to Rs. 9 crores for the entire Lot of properties of Lot No. D. (xxiii)Nobody had offered the amount higher than the amount offered by M/s. Valley Metals Pvt. Ltd. So this offer is fairly required to be accepted, and therefore, the Court decided to confirm the sale of properties of the company in liquidation advertised for sale in favour of M/s. Valley Metals Pvt. Ltd. (xxiv) It is relevant to note that when the Court found that none of the bidders is inclined to increase the price offered by them, more particularly the successful bidders, at the time when the Court had undertaken the exercise to accept the offer of properties lot-wise, the offer for Rs. 9 crores for the entire properties mentioned as properties of Lot No. D is required to be accepted. (xxv) The learned Counsel appearing for the Official Liquidator as well as learned Counsel appearing for the secured creditors expressed their agreement that this offer of Rs. 9 crores deserves acceptance and under these circumstances, it would be just and proper to accept the offer of Rs. 9 crores. 5. The terms and conditions of the offer shall be as per the tender agreement. save and except, provided hereunder : (1) The sale is on "as is where is and whatever is there" basis. (2) The auction purchaser shall pay 25% of the purchase consideration within one months from today. The balance amount of purchase consideration will have to be paid within three months thereafter by the purchaser. The amount of E.M.D. shall be adjusted in the last instalment. The possession of the property shall be handed over to the auction purchaser within three days from the date of payment of full consideration to the O.L. (3) If the auction purchaser does not pay the balance amount of purchase consideration to the O.L., the O.L. shall terminate the sale and forfeit the deposit after obtaining permission of this Court. These conditions and the other conditions in respect of the payment of purchase consideration are without prejudice to the rights of the O.L. for further action in accordance with law. (4) If the vendor terminates the contract as aforesaid, the O.L. will he entitled to put the properties for re-sale with the permission of this Court. (5) As per the tender agreement nomination is not permitted, however. the request made by Shri Pavan Godiawala on behalf of successful bidder M/s. Valley Metals Pvt. Ltd. is accepted and one nomination for one unit i.e. lot-wise is allotted. The properties in the advertisement are shown in different units and the Sale Deed thus can he executed in favour of the nominee for a particular lot/unit for which the nominee appointed by the auction purchaser or the Sale Deed can he jointly executed in the name of auction purchaser and the nominee. The properties in the advertisement are shown in different units and the Sale Deed thus can he executed in favour of the nominee for a particular lot/unit for which the nominee appointed by the auction purchaser or the Sale Deed can he jointly executed in the name of auction purchaser and the nominee. (6) The liability to make payment of the last instalment of amount of consideration and to see that the legal and valid deed of transfer is executed, shall he of the successful purchaser i.e. M/s. Valley Mends Pvt. Ltd. (7) The successful bidder shall give the names of nominee/s prior to or at the time of making payment of full amount of consideration and he shall not be permitted to make any change in the name of nominee/s: failing in giving name/s Unit-wise/Lot-wise to the Official Liquidator shall disentitle the successful purchaser in appointing the nominee for a particular lot of property and the Sale Deed shall he executed in favour of successful purchaser. (8) The purchaser shall obtain necessary permission under Land Laws or from any other competent authority if so required. (9) The purchaser shall obtain water, electricity, telephone connection and all necessary amenities required by him at his own cost. (10) The purchaser shall obtain necessary permissions/quotas, if any, as may be required at his cost and consequence. (11) The stamp duty, registration charges, G.I.D.C./Society and other incidental charges thereto shall be borne by the purchaser. (12) The purchaser shall be entitled to ascertain the correct measurement of the area or tenure and for that purpose if any expenses are incurred, same shall be borne by the purchaser. (13) The property will be conveyed and assigned to the purchaser by the vendor and the vendor shall execute the documents if any in favour of purchaser or his nominee(s). (14) The purchaser shall not require the concurrence of said document of any person or persons and the vendor is selling the property as the O.L. attached to this Court in pursuance of the directions of this Court in the matter and as such will not give any warranty or indemnification of any kind whatsoever. (15) The purchaser shall he liable to pay statutory dues if any due and payable on the subject properties of the company in liquidation for the period after the date of winding up order. (15) The purchaser shall he liable to pay statutory dues if any due and payable on the subject properties of the company in liquidation for the period after the date of winding up order. The payment of such dues for the property upto liquidation period shall be settled as per the provisions of the Companies Act. 1956. However, the dues, taxes, cess, if any applicable on sale of the assets shall be paid by the purchaser. (16) The purchaser will he liable to pay and shall pay the full amount and taxes of all kinds, whatever, whichever, may have to he paid in respect of the sale of properties or any taxes to be paid in this connection. (17) The purchaser shall also be entitled to depute its own security outside the premises of the property in question at its own costs being a successful bidder. (18) The records of the company if any shall be shifted at the cost of the purchaser at the place which may be suggested by the O.L. (19) The Sale Deed shall reflect the price of immovable and movable properties proportionate to the valuation report as assessed by the valuer pro-rata in reference to the composite price fixed. The Official Liquidator being a custodian shall hand over the relevant documents if any pertaining to the properties which are sold vide present order, including the valuer's report to understand the pro-rata increase/enhancement in market value property-wise. (20) The Sale Deed shall be executed within 20 (Twenty) days from making full payment by the purchaser and for that the auction-purchaser shall tender the draft Sale Deed in the office of the Official Liquidator before making full payment or at the time of making full payment to enable both the parties i.e. vendor and purchaser, to consider and settle the draft conveyance deed before the same is executed. The purchaser for the purpose will be at liberty to have inspection of title deeds and all the secured creditors shall be permitted the inspection of title deeds. (21) At the time when the Sale Deed is executed, all the title deeds shall be handed over by the secured creditors after retaining authenticated certified copy of such documents. 6. The purchaser for the purpose will be at liberty to have inspection of title deeds and all the secured creditors shall be permitted the inspection of title deeds. (21) At the time when the Sale Deed is executed, all the title deeds shall be handed over by the secured creditors after retaining authenticated certified copy of such documents. 6. Before parting with the order, it is necessary to mention that there was a strong resistance from Shri Sandeep Singhi and Shri Kartik Pandya that no nomination may be permitted and it would be nothing but an attempt to evade the stamp duty and registration charges. However, this argument does not sound good logic and it is the consistent practice of this Court to permit nomination, especially when the property sold is having different character, nature and/or location, and therefore, the Court has decided to permit nomination as submitted by Shri Godiawala. 7. The submission made by Shri Pranav Desai is found logical that the bidders who have deposited the amount of E.M.D. with the Official Liquidator so that they can participate in the auction before the Sale Committee at least should be given some interest as their amount of E.M.D. had remained with the Official Liquidator for about two years, requires to be accepted. Shri Sandeep Singhi has drawn the attention of this Court to Condition No. 27 of the terms and conditions and submitted that an unsuccessful bidder is entitled to refund of amount of E.M.D. only. He has further submitted that this Court has never paid any interest to any such unsuccessful bidder and it would not be either legal or proper for the Court to direct the Official Liquidator of the Company in liquidation to refund the amount of E.M.D. with any amount of interest. Here I would like to reproduce the said Condition No. 27 referred to by Shri Sandeep Singhi, which is as under : "Condition No. 27 : The Sale Committee shall be at liberty to direct the Official Liquidator to return the Earnest Money Deposit to unsuccessful bidders or to deposit the amount of Earnest Money Deposit received along with the offer in the bank and to return the said amount of Earnest Money Deposit by issuing the cheque to all unsuccessful bidders." 7. A. The aforesaid Condition No. 27 or any other Condition set out in the terms and conditions does not take care of the situation where the Court permits the interveners at a belated stage and that too, by accepting the Late Entry Fee at the rate of 15% per annum. For the sake of argument, if the aforesaid submission of Shri Sandeep Singhi is accepted, in that eventuality, the potential purchaser normally would not go to the Official Liquidator with the amount of E.M.D. and participate in the bidding before the Sale Committee and would be tempted to wait till the auction takes place in the Court. So by paying 15% per annum Late Entry Fee, he can take part in the auction. True it is that if the successful bidder again remains successful in the auction that may be conducted before the Court, he can get adjustment of the amount of E.M.D. deposited in reference to the other terms and conditions. But when the office of the Official Liquidator receives the amount of 15% per annum towards Late Entry Fee from the interveners, in the present case front three parties the Official Liquidator has received Late Entry Fee, and indisputably, when the amount of E.M.D. has been kept in the Fixed Deposit by the Official Liquidator, the Official Liquidator is supposed to have earned some interest from the Bank against deposit of money tendered by the successful bidder represented by Shri Pranav Desai and Shri Kartik Pandya. Neither the amount of Late Entry Fee nor the amount of interest earned by the Official Liquidator would go to the secured creditors or the workers of the Company in liquidation. When the property in the present case has fetched much higher price than reflected in the advertisement given in the year 2006, the Official Liquidator may be asked to refund the amount of E.M.D. to the bidders who were successful before the Sale Committee with interest that the Official Liquidator has earned by depositing that amount in the Fixed Deposit. The Court cannot misread Condition No. 27 referred to hereinabove. The Court cannot misread Condition No. 27 referred to hereinabove. True it is that the Court should not think a legal issue on moral ground and the orders of the Court should be legal and not moral, but when it is not either illegal or totally contrary to the conditions of sale to pass orders for payment of interest, the Court can and should consider the moral aspect involved in the matter and development of this practice may encourage bona fide bidders to go before the Official Liquidator in response to the advertisement and to participate in the auction before the Sale Committee. 8. In view of the same, it is hereby ordered that the successful bidders before the Sale Committee be refunded the amount of E.M.D. with interest that the Official Liquidator may have earned from the Bank on account of depositing the amount of E.M.D. of a particular bidder in the Fixed Deposit. The Bank rate or commercial rate of interest may not he awarded in such or similar cases. For this purpose, the Official Liquidator shall, if asked for, give the statement of interest earned to such successful bidders. 9. The prayer made by the Official Liquidator to forfeit the amount of Rs. 5 lakhs deposited by M/s. Shital Ispat Pvt. Ltd. being respondent No. 8 towards its offer for the properties mentioned in Lot No. C needs to be considered, but for that purpose the request made by Shri B. T. Rao, learned Counsel appearing for respondent No. 8, needs consideration. He should be given some opportunity of hearing. 10. So while disposing of the present Official Liquidator's Report, it is simultaneously ordered that the Official Liquidator now shall submit a fresh and separate report stating the justification as to why the amount of Rs. 5 lakhs of respondent No. 8-Shital Ispat Pvt. Ltd. is required to be forfeited. So after hearing the respondent No. 8 and secured creditors, if necessary, the Court shall pass appropriate orders on that count. So the prayer made by the Official Liquidator to forfeit the amount of Rs. 5 lakhs is not accepted at this stage. 11. In view of aforesaid observations and directions, the present Official Liquidator's Report is hereby disposed of accordingly. Orders accordingly.