JUDGMENT By the Court.—The petitioner M/s. T.P. Textile Waste Pvt. Ltd. had taken a loan of Rs. 50 lacs from respondent No. 2 Uttar Pradesh Financial Corporation, Kanpur. It defaulted in the repayment and consequently the Uttar Pradesh Financial Corporation proceeded under Section 29 of the State Financial Corporation Act and took possession of the unit of the petitioner No. 1. It appears that there was some correspondence between the Uttar Pradesh Financial Corporation and the petitioner regarding the payment of the loan even thereafter but no payment having been made by the petitioner the Uttar Pradesh Financial Corporation published several advertisements for the sale of the properties of the petitioner. In consequence of the advertisement offers were received and the Uttar Pradesh Financial Corporation settled the sale of the properties with the respondent No. 4 M/s. Moonbean International Pvt. Ltd., New Delhi of which the respondent No. 5 Ashok Kumar Sumani is a director. The terms of the settlement were entered into in a document, which the parties described as a letter of intent, which is dated 16.3.2006. The material terms of the letter of intent are contained in clauses 1, 2, 3, 4, 7 and 9 which are quoted below : “1. That you shall make payment of Rs. 100.00 lacs (Rupees one crore) only in the following manner : (i) Down payment of Rs. 40.00 lacs (including earnest money Rs. 5.00 lacs already paid) within 30 days of issuance of this letter. (ii) Balance Rs. 60.00 lacs to be paid by June 2006. 2. That you shall complete such legal formalities as may be suggested by the law Department of the Corporation and will restore execution of sale deed within 20 days thereafter. In case you all to do so the Corporation shall have the rights to forfeit the amount already deposited and cancel the sale. 3. That the possession of industrial unit shall be delivered to you ? execution of sale deed/sale agreement for which down payment of sale consideration shall be required as per norms. 4. That in the event or any litigation by the original borrower before execution of sale deed as aforesaid you shall not lay any claim or transfer. 7. 3. That the possession of industrial unit shall be delivered to you ? execution of sale deed/sale agreement for which down payment of sale consideration shall be required as per norms. 4. That in the event or any litigation by the original borrower before execution of sale deed as aforesaid you shall not lay any claim or transfer. 7. That offer of transfer is valid for 30 days only thereafter corporation will be free to revoke the same without any further communication and the amount deposited by way of part payment of sale consideration shall stand forfeited. 9. That the unpaid sale consideration payable on deferred payment basis shall bear interest @ 13.5% p.a. payable quarterly on 20th June as applicable as per norms of the corporation till full and final payment of the said deferred sale consideration. On default being made in repayment of the deferred sale consideration, the corporation shall be entitled to charge interest @ 3.5% p.a. for defaulted period and on defaulted amount. Interest on unpaid sale consideration will be charged after 2 months from the date of issue of sale letter/possession whichever is earlier.” 2. In pursuance of the letter of intent the down payment of Rs. 40 lacs is said to have been made by Moonbean on 12.4.2006 whereafter possession of the unit was delivered to it on 19.4.2006. By means of the present writ petition the petitioners have prayed for quashing the letter of intent dated 16.3.2006 for execution of the sale deed and the entire sale proceedings in respect of the said property and for other reliefs. This writ petition was allowed by this Court by an order dated 12.3.2007 and the sale in favour of M/s. Mooonbean was set aside. The judgment of this Court was however set aside by the Supreme Court and the case has been sent back to this Court for a fresh decision. 3. After the remand of the case a supplementary affidavit has been filed by the Uttar Pradesh Financial Corporation in which a copy of the agreement dated 18.4.2006 between the Uttar Pradesh Financial Corporation and the respondent No. 4 has been annexed as Annexure S.A.1. The material terms of this agreement are contained in clauses 1, 2, 3 and 6, which are reproduced below : “1. That out of total sale consideration of Rs. The material terms of this agreement are contained in clauses 1, 2, 3 and 6, which are reproduced below : “1. That out of total sale consideration of Rs. 100.00 lacs (Rupees one hundred lacs) only for purchase of assets of the industrial unit M/s T.F. Textile Waste Private Limited, the purchaser has deposited a sum of Rs. 40.00 lacs (Rupees forty lacs) only with the Corporation as part of total sale consideration and balance Rs. 60.00 lacs (Rupees sixty lacs) only has to be paid by June 2006. 2. That the purchaser shall complete legal formalities as may be required by the corporation and will ensure to get executed the sale deed within a period of twenty days from the date of this agreement/or any further period as may be extended by the Corporation but not exceeding three months from the date of this agreement. In case purchaser fails to ensure execution of transfer deed, submitting the requisite stamp papers and other informations/papers as may be deemed proper by the corporation, the corporation shall have the right to forfeit the deposit already made by the purchaser and take back the possession of the assets of the industrial unit detailed in Schedule A and transfer the same under Section 29 of State Financial Corporation Act and/or U.P. Public Money Recovery of Dues Act, 1972 on “As is where is” basis. 3. That in the event of any litigation by the original borrower before execution of transfer deed as aforesaid, the purchaser shall not lay any claim for transfer in any manner. 6. That the unpaid sale consideration payable on deferred payment basis shall bear interest @ 13.5% per annum payable quarterly on 20th June, 20th September, 20th December and 20th March every year till full and final payment of the said deferred sale consideration. On default being made in payment of the deferred sale consideration the corporation shall be entitled to charge interest @ 3.5% per annum for defaulted period and on defaulted amount.” 4. We have heard Sri R.N. Singh, learned senior Counsel assisted by Sri D.K. Singh for the petitioners, S/Sri R.P. Agarwal and Ajay Bhanot, learned Counsel for the respondent Nos. 4 and 5 and Sri Satish Chaturvedi, learned Counsel for the Uttar Pradesh Financial Corporation. 5. We have heard Sri R.N. Singh, learned senior Counsel assisted by Sri D.K. Singh for the petitioners, S/Sri R.P. Agarwal and Ajay Bhanot, learned Counsel for the respondent Nos. 4 and 5 and Sri Satish Chaturvedi, learned Counsel for the Uttar Pradesh Financial Corporation. 5. Sri R.N. Singh emphatically relied upon the terms of the letter of intent and of the agreement dated 18.4.2006 documents which are the foundation of the rights of the 4th respondent. The contention of the learned Counsel for the petitioner is that the terms of the letter of intent and those of the Agreement were not complied with by the respondent No. 4 and hence the sale proceeding in favour of the respondent No. 4 is liable to be quashed. It is not in dispute in this case that neither a sale deed in favour of the respondent No. 4 was ever executed nor the balance consideration of Rs. 60 lacs was paid by the respondent No. 4 or even offered to be paid at any point of time before 30th June 2006. Sri R.P. Agarwal, learned Counsel for the respondent No. 4 submitted that the offer for payment of the balance amount was made by the 4th respondent but by letter dated 25.4.2007 the same was turned down by the Uttar Pradesh Financial Corporation. This letter of the Uttar Pradesh Financial Corporation indicates that a draft of Rs. 60 lacs dated 29.3.2007 was enclosed by the 4th respondent in its letter dated 17.4.2007 after the sale was set aside by this Court. 6. A conjoint reading of the letter of intent and the terms of the agreement of sale indicate that the payment of the entire sale consideration was to be made by 30th June 2006 as is evident from Paragraph 1 of the agreement dated 18.4.2006. The sale deed was to be executed within a period of 20 days from the date of agreement or within such further time as may be extended by the Uttar Pradesh Financial Corporation not exceeding a period of three months from the date of the agreement. The effect of these clauses is that the sale deed was to be executed by 8.5.2006 unless time was extended by the Uttar Pradesh Financial Corporation and even the extended period could not exceed three months. The effect of these clauses is that the sale deed was to be executed by 8.5.2006 unless time was extended by the Uttar Pradesh Financial Corporation and even the extended period could not exceed three months. There is on the record no letter of the Uttar Pradesh Financial Corporation of any date before 8.5.2006 extending the time for execution of the sale deed nor is it the case of any party that any extension of time regarding the execution of the sale deed was granted by the Uttar Pradesh Financial Corporation before that date. The writ petition was filed on 29.6.2006 and till that date neither any sale deed had been executed nor any letter extending time had been written by the Uttar Pradesh Financial Corporation nor the balance of the sale consideration had been paid. In fact there is nothing on the record to indicate that any effort was made by the 4th respondent to get the sale deed executed or to pay the balance consideration even till 30.6.2006. 7. An interim order was passed in the writ petition on 29.6.2006 restraining sale of the properties. Sri R.P. Agarwal, learned Counsel for the respondent No. 4 vehemently submitted that the reason for non-payment of the balance consideration before 30.6.2006 was the stay order of this Court on account of which the property could not have been sold and hence the occasion to pay the balance sale consideration did not arise. In our opinion the contention has no merit. Sri R.P. Agarwal was unable to refer to any pleading in the counter affidavit of the respondent No. 4 or of the respondent No. 5 wherein any such plea may have been taken by these parties nor has he been able to refer to any letter of the 4th or 5th respondent on the basis of which it could be said that the reason for non-payment of the balance sale consideration was the stay order of this Court. Moreover, we have on the record certain documents, which indicate that the Uttar Pradesh Financial Corporation was insisting upon the payment by the respondent No. 4 of the balance sale consideration. Moreover, we have on the record certain documents, which indicate that the Uttar Pradesh Financial Corporation was insisting upon the payment by the respondent No. 4 of the balance sale consideration. In its letter dated 25.7.2006 Annexure 2 to the supplementary affidavit the Uttar Pradesh Financial Corporation reminded the 5th respondent of the understanding that the terms of the agreement were to be strictly adhered to and the sale deed was to be got executed within 20 days of the agreement dated 18.4.2006. It expressed regret on the fact that the purchaser had deposited neither the balance consideration of Rs. 60 lacs nor the interest thereon. The respondent No. 5 was called upon to deposit the balance sum of Rs. 60 lacs at once along with interest thereon. There is again a letter dated 25.1.2007 of the Uttar Pradesh Financial Corporation Annexure SA. Ill to the same affidavit in which the Uttar Pradesh Financial Corporation replied to the letter of Moonbean dated 18.1.2007 and pointed out that the contents of the letter were factually incorrect and that Moonbean had never approached the Corporation with the requisite stamp paper for the execution of the sale deed and payment of the balance sale consideration along with interest in terms of the agreement and was making frivolous correspondence. From the terms of the letter of the Uttar Pradesh Financial Corporation to Moonbean it appears that Moonbean’s letter dated 18.1.2007 contained its version of facts for the delay which the corporation denied as factually incorrect. However, a copy of the letter dated 18.1.2007 has not been filed by Moonbean. The respondents have not filed any material to show as to what reply was given by them to the aforesaid letters of the Uttar Pradesh Financial Corporation and whether any such stand as is being put forward now was taken up by them. In fact it appears that the ground being set up is an afterthought. Moreover condition No. 4 of the letter of intent and condition No. 3 of the agreement provides that in the event of litigation by the original borrower before the execution of the sale deed the purchaser shall not lay any claim for transfer. In view of this express condition the respondent No. 4 has no right to resist the claim of the petitioner which has already paid a sum of Rs. In view of this express condition the respondent No. 4 has no right to resist the claim of the petitioner which has already paid a sum of Rs. 42 lacs to the Uttar Pradesh Financial Corporation noted in the order of this Court dated 7.2.2007 before the offer to pay the balance sale consideration was made by the 4th respondent. 8. We may now notice the other submissions made by Sri R.P. Agarwal. He submitted that the possession of the respondent Nos. 4 and 5 is protected under Section 53-A of the Transfer of Property Act. The contention does not have any merit. The doctrine of part performance can only be invoked by a person who honours the terms of the agreement and has been willing and ready to perform his part of the agreement. In this case we have found as a fact that the respondent No. 4 did not honour the terms of the agreement as he neither got the sale deed executed before 8.5.2006 nor paid nor offered to pay the balance of the sale consideration by 30.6.2006 or even by the date the writ petition was earlier allowed on 12.3.2007. Moreover, from the letter dated 25.4.2007 of the Uttar Pradesh Financial Corporation it appears that even the pay order dated 29.3.2007 was of Rs. 60 lacs balance of the principal amount and did not include any interest, which Moonbean was liable to pay. That apart the plea of Section 53-A Transfer of Property Act is not available to Moonbean as the letter of intent and the agreement contain a specific term that on litigation by the borrower, before the sale deed is executed Moonbean will not lay any claim for transfer. 9. Sri R.P. Agarwal submitted that the borrower has lost his right to redeem the property in view of the proviso to Section 60 of the Transfer of Property Act. The said provision is quoted below : “60. 9. Sri R.P. Agarwal submitted that the borrower has lost his right to redeem the property in view of the proviso to Section 60 of the Transfer of Property Act. The said provision is quoted below : “60. Right of mortgagor to redeem.—At any time after the principal money has become due, the mortgagor has a right, on payment or tender, at a proper time and place, of the mortgage-money, to require the mortgagee (a) to deliver to the mortgagor the mortgage-deed and all documents relating to the mortgaged property which are in the possession or power of the mortgagee, (b) where the mortgagee is in possession of the mortgaged property, to deliver possession thereof to the mortgagor, and (c) at the cost of the mortgagor either to re-transfer the mortgaged property to him or to such third person as he may direct, or to execute and (where the mortgage has been effected by a registered instrument) to have registered an acknowledgment in writing that any right in derogation of his interest transferred to the mortgagee has been extinguished : Provided that the right conferred by this section has not been extinguished by act of the parties or by decree of a Court. The right conferred by this section is called a right to redeem and a suit to enforce it is called a suit for redemption. Nothing in this section shall be deemed to render invalid any provision to the effect that, if the time fixed for payment of the principal money has been allowed to pass or no such time has been fixed, the mortgagee shall be entitled to reasonable notice before payment or tender of such money. Redemption of portion of mortgaged property.—Nothing in this section shall entitle a person interested in a share only of the mortgaged property to redeem his own share only, on payment of a proportionate part of the amount remaining due on the mortgage, except only where a mortgagee, or, if there are more mortgagees than one, all such mortgagees, has or have acquired, in whole or in part, the share of mortgagor.” 10. Sri R.P. Agarwal, learned Counsel for the respondent No. 4 submitted that the sale proceedings were within the knowledge of the petitioner No. 2 and in fact it was he who had brought the respondent No. 4 as a prospective purchaser to the Uttar Pradesh Financial Corporation and that there is evidence on the record that the offer of the respondent No. 4 was acceptable to the petitioner No. 2. He also referred to the fact that the auction notice under Section 29 of the State Financial Corporation Act was published in the newspapers. He also referred to the various advertisements made by the Uttar Pradesh Financial Corporation to secure the best price and the averments made by the petitioners in paragraph No. 9 of the writ petition, letter of the petitioner dated 11.2.2006 and other correspondence. The contention is that as the petitioner No. 2 himself had acquiesced to the property being sold and was satisfied with the offer of the respondent No. 4 had lost the right to redeem the mortgage in view of the proviso to Section 60 of the Transfer of Property Act. The submission of Sri R.P. Agarwal that the second petitioner did have knowledge of the sale proceedings and that he played a role in bringing the respondent No. 4 as a prospective purchaser and had acquiesced to the sale in favour of respondent No. 4 appears to have merit but what has to be seen is whether this conduct of the second petitioner is an act, which takes away his right to redeem the property. The proviso to Section 60 of the Transfer of roperty Act takes away the right of the mortgagor to redeem the poroperty where the right of redemption has been extinguished by the act of the parties or by the decree of a Court. The letter of intent dated 16.3.2006 as well as the agreement dated 18.4.2006 was entered into between the Uttar Pradesh Financial Corporation and the fourth respondent and the petitioner was not party to them. The act of the parties referred to in the provision are formal acts such as a sale or an agreement of sale by the mortgagor in favour of the mortgagee but not mere acquiescence. The act of the parties referred to in the provision are formal acts such as a sale or an agreement of sale by the mortgagor in favour of the mortgagee but not mere acquiescence. The mere fact that the petitioner No. 2 had brought the respondent No. 4 as a prospective purchaser or had acquiesced in would not by itself be an act of a party which may extinguish the right of redemption. However, an agreement of sale of the mortgaged property by the mortgagor would be an act, which may extinguish the right of redemption. In Hamzabi and others v. Syed Karimuddin and others, 2001 (1) SCC 414 relied upon by Sri R.P. Agarwal it was held that an agreement of sale of the mortgaged property to the mortgagee would result in extinguishment of the mortgagor’s right of redemption if the pre-conditions of Section 53-A of Transfer of Property Act are fulfilled. Even if the letter of intent or the Agreement of Sale are regarded as acts of the petitioner No. 2 the right of redemption would be lost subject to the conditions contained in these deeds. There is an express condition in the letter of intent and in the agreement that in the event of litigation by the borrower Moonbean would not lay any claim for transfer. Moreover, we have already found that the respondent No. 4 did not comply with the terms of the letter of intent and of the agreement and is therefore not entitled to the protection of Section 53-A of the Transfer of Property Act. The letter of intent and the agreement, therefore, cannot be set up as acts of the petitioner No. 2, which may extinguish the right of equity of redemption. Hamzabi’s case relied upon by the respondents Counsel is distinguishable. 11. On the other hand Sri R.N. Singh, learned senior Counsel for the petitioners relied upon a decision in M/s. Seth Kashi Ram Chemical (India) v. State of Haryana and others, AIR 1991 SC 478 in which the hypothecated property of the borrower had been brought to auction sale but there was a settlement between the debtor and the corporation thereafter and before the bid was accepted the loan was cleared off by the debtor. The apex Court held that the auction sale cannot be effectuated. The apex Court held that the auction sale cannot be effectuated. In this petition the petitioners as far back as on 7.2.2007 had paid a sum of Rs. 42,00,000/- to the Uttar Pradesh Financial Corporation, which is noted in the order of this Court dated 7.2.2007. By a subsequent order dated 19.2.2007, this Court also permitted the Uttar Pradesh Financial Corporation to utilize the amount. Till 7.2.2007 or till 19.2.2007 or even till the petition was allowed on 12.3.2007, there was no offermade by the respondent No. 4 to pay the balance sale consideration. It is thus clear that long before the offer was made by the respondent No. 4 to pay the balance sale consideration the petitioner had already virtually wiped out their liability. In the letter of the Uttar Pradesh Financial Corporation dated 17.3.2007 the total liability of the petitioners was stated to be Rs. 45,22,786.04, and after adjusting the sum of Rs. 42,00,000/- paid by the petitioners, the balance, which the Uttar Pradesh Financial Corporation had shown to be due was Rs. 3,22,786.04 plus interest till the date of final payment. The petitioners’ Counsel has made a statement that whatever dues of the Uttar Pradesh Financial Corporation remain the petitioners are ready to clear off. It appears that after the remand of the case from the Supreme Court the Uttar Pradesh Financial Corporation has shifted its stand regarding the dues of the petitioners. A supplementary affidavit has been filed by the Uttar Pradesh Financial Corporation after the remand in paragraph 13 of which the dues of the petitioners are shown to be Rs. 27.04 lacs plus Rs. 23,62,931.18 interest as on 20.12.2007 plus expenses Rs. 2,68,225/- totalling Rs. 53,31,156.22. In his oral submission Sri Satish Chaturvedi, learned Counsel for the Uttar Pradesh Financial Corporation submitted that the sum of Rs. 42 lacs which the petitioners have deposited was credited in the sundry account and has not been adjusted towards payment of the dues of the company. This stand is a total departure from the letter dated 17.3.2007 of the Uttar Pradesh Financial Corporation Annexure-1 from which it appears that the Uttar Pradesh Financial Corporation had adjusted the sum of Rs. 42 lacs against the dues of the petitioners and there remained a balance of Rs. 3,22,786.04 alone. This stand is a total departure from the letter dated 17.3.2007 of the Uttar Pradesh Financial Corporation Annexure-1 from which it appears that the Uttar Pradesh Financial Corporation had adjusted the sum of Rs. 42 lacs against the dues of the petitioners and there remained a balance of Rs. 3,22,786.04 alone. Moreover, the stand taken by Sri Satish Chaturvedi in his oral submissions is not supported from the pleadings of the Uttar Pradesh Financial Corporation filed before the aforesaid supplementary affidavit. 12. Sri R.P. Agarwal submitted that the petitioner Nos. 1 and 2 have no right to maintain the writ petition. There was no resolution of the company permitting the petitioner No. 2 to file the writ petition. He referred to the affidavit filed in support of the writ petition in which the petitioner No. 2 who has sworn the affidavit has described himself as the pairokar of the company. In the counter affidavit filed by the respondent No. 4 it has been averred that there is no resolution of the Board of Directors authorizing the second petitioner to file the writ petition. Sri R.P. Agarwal relied upon the decision of the Calcutta High Court in Al-Amin Seatrans Limited v. Owners and Party Interested in Vessel M.V. Loyal Bird, 1996 (1) Comp. L.J. 258, in which it has been held that a director of a company has only such powers as are vested in him by the Memorandum or Articles of Association and he has no authority to institute a suit on behalf of the company unless the power is specifically conferred either under the Memorandum or Articles of Association of the Company or by a resolution of the Board of Directors. Another decision relied upon by Sri Agarwal is Shubh Shanti Services Limited v. Manjula S. Agarwalla and others, 2005 (12) Comp Cas 477 in which the apex Court has held that the Directors act as a body and an individual director has no power to act on behalf of the company except to the extent the Board of Directors have delegated the power to him within the limits permitted by the Companies Act or other law. The proposition of law advanced by Sri R.P. Agarwal is backed by high authority and cannot be disputed but in this case the respondent No. 8 who is the Director of the company has filed an affidavit in which the resolution of the company dated 20.6.2006 authorizing Jagmohan Arora the second petitioner to take legal action in the matter against the taking over of the possession of the factory and the sale proceedings is annexed. It is thus clear that the petitioner No. 2 had authority to maintain the writ petition. Sri R.P. Agarwal submitted that the affidavit of the respondent No. 8 cannot be read in this case because an affidavit can only be relied upon to support a pleading and there being no pleading in the writ petition that there was any such resolution passed by the company no evidence on the point can be led. In support of his contention he relied upon a decision of the apex Court in AIR 2003 SC 1905 , Bondar Singh and others v. Nihal Singh and others. Sri R.P. Agarwal also placed reliance upon the averment in the counter affidavit of the fourth respondent that the copy of the resolution filed by the respondent No. 8 is a forged one and he prayed that the original minutes book of the company be summoned for ascertaining this fact. It is to be noted that the copy of the resolution has been filed by the respondent No. 8 who is a Director of the company whereas the respondent No. 4 is an auction purchaser. The statement made by him is a self serving statement. We cannot therefore place much reliance upon it especially when he could have no special knowledge about the resolution of the Board of Directors. Sri R.P. Agarwal then referred to the counter affidavit of Rajiv Dablis, the Director of the Company in which an averment was made that there was no resolution of the Board of Directors of the Company authorizing the petitioner No. 2 to file a writ petition. The copy of the resolution of the Board of Directors, however, has been filed by the respondent No. 8 and, therefore, the averment made by Rajiv Dablis that there was no resolution of the Board of Directors authorizing the petitioner No. 2 does not appear to be well founded. The copy of the resolution of the Board of Directors, however, has been filed by the respondent No. 8 and, therefore, the averment made by Rajiv Dablis that there was no resolution of the Board of Directors authorizing the petitioner No. 2 does not appear to be well founded. It is to be noted that after the copy of the resolution was filed by the respondent No. 8 neither Rajiv Dablis nor any other director of the company has come forward to state that the copy of the resolution is a forged one. The respondent No. 4 no doubt has denied the resolution but his statement is that of an interested person who could have no knowledge about the resolution passed by the Board of Directors. In the circumstances the prayer for summoning the proceedings book is rejected as it would be in the nature of a fishing enquiry and in our opinion it is not necessary to call for the same. 13. Sri R.P. Agarwal also submitted that the petitioner No. 2 is a mere share holder and is neither a mortgagor nor a guarantor nor a signatory to the loan agreement and the writ petition on his behest is not maintainable. In support of his contention he relied upon the decision of the apex Court in Mrs. Bacha F. Guzjdar, Bombay v. Commissioner of Income Tax Bombay, AIR 1955 SC 74 and upon another decision in Tata Engineering and Locomotive Company Limited v. Automobile Products of India and another, AIR 1965 SC 40 . These decisions do not help the fourth respondent. It is not in dispute that the petitioner No. 2 is a Director of the Company. Moreover, we have found as a fact that there is a resolution of the company authorizing him to institute the proceedings. It cannot therefore be said that the writ petition at the instance of the second petitioner is not maintainable. The last contention of Sri R.P. Agarwal is that the sale in favour of the fourth respondent cannot be set aside unless the petitioners establish that there was a material irregularity in the conduct of the sale resulting in prejudice to the lompany. In support of his contention Sri R.P. Agarwal relied upon a decision of the apex Court in AIR 1971 SC 2337 , Radhey Shyam v. Shyam Behari Singh. In support of his contention Sri R.P. Agarwal relied upon a decision of the apex Court in AIR 1971 SC 2337 , Radhey Shyam v. Shyam Behari Singh. Reliance was also placed upon AIR 1974 SC 1331 , M/s. Kajay Industries Pvt. Ltd. v. M/s. Asnew Drums (P) Ltd. and others. It has been held that mere inadequacy of consideration is not sufficient to demolish a Court sale and that before a sale is set aside it has to be seen whether there was any material irregularity in conducting the sale and whether any substantial injury was caused to the persons whose property is sold. He also relied upon a decision of a Division Bench of this Court in Jalesh Bhatia and others v. U.P. Financial Corporation Ltd. and others, 2006 (3) AWC 2480 in which this Court laid down the manner in which the corporation is required to sell the property. It was held by this Court that where sale was neither mala fide nor unfair and the purchaser was a bonafide purchaser the sale could not be set aside. None of these decisions has any application to the facts of this case. In fact in this case there was no completed sale in favour of the fourth respondent as neither a sale deed was executed in its favour nor had the balance sale consideration been paid by the fourth respondent. Moreover we have found that the respondent No. 4 himself did not honour the terms of the letter of intent and the agreement of sale. There is also a condition in the letter of intent and the agreement of sale that in the event of litigation by the borrower before the execution of the sale deed the fourth respondent would not lay any claim for transfer. On the facts we find that in this petition the decision in M/s Seth Kashi Ram Chemical (India) (supra) has better application. 14. In the result, we allow the writ petition. The letter of intent dated 16.3.2006 (Annexure-12) and the sale proceedings in favour of respondent No. 4 are quashed. The respondents 4 and 5 shall hand over the possession of the unit to the Uttar Pradesh Financial Corporation immediately. The Uttar Pradesh Financial Corporation will inform the petitioners about the outstanding dues. In the result, we allow the writ petition. The letter of intent dated 16.3.2006 (Annexure-12) and the sale proceedings in favour of respondent No. 4 are quashed. The respondents 4 and 5 shall hand over the possession of the unit to the Uttar Pradesh Financial Corporation immediately. The Uttar Pradesh Financial Corporation will inform the petitioners about the outstanding dues. The petitioners shall pay balance dues of the corporation within a period of one month from the date the Uttar Pradesh Financial Corporation inform the petitioner about their liability. The amount of Rs. 42 lacs paid by the petitioners shall be adjusted with effect from the date it was paid. On deposit by the petitioners of the balance dues of the corporation the Uttar Pradesh Financial Corporation will hand over the possession of the unit to the petitioners. ————