JUDGMENT The Court : This appeal is directed against an order dated 7th February, 2008 passed by the Hon'ble Company Judge refusing to clarify the sale confirmed by an order dated 15th September, 2006. The facts revealed that the appellant was declared as the highest bidder of a sale of the entire assets of both movable and immovable of Wool-Combers of India Limited (In Liquidation). 2. It appears that on 13th November, 2000 the said Company was directed to be wound up by this Hon'ble Court and, subsequently, directions were given to sell the assets of the Company (In Liquidation). The notice of sale was published on 5th June, 2006 in "The Economic Times", "Anandabazar Patrika" and in "Sanmarg" on 6th June, 2006. The sale notice and the terms and conditions of the sale were issued by the official Liquidator on 30th May, 2006 and on 15th September, 2006 the sale was confirmed in favour of the appellant for a consolidated sum of Rs. 70,3,00,000/-. After the sale was confirmed and the Title Deeds were received by the auction purchaser/appellant herein a notice was issued on 15th February, 2007 by Bhatpara Municipality to the appellant claiming payment of arrears of property tax amount of Rs. 47,59,597.19 p. for the period 1991-1992 to 2006-2007. The appellant thereafter filed an application for clarification of the order of sale dated 15th September, 2006. No order was passed on the said application. 3. Being aggrieved, the petitioner/appellant filed this appeal on the ground that the Hon'ble Company Judge as held wrongly the expression "encumbrance" would include the liability attached to the asset including the tax payable and further held that it is the duty of the purchaser to satisfy themselves regarding any alleged arrear outstanding taxes up to the date of sale is to be satisfied from the sale proceeds and cannot be imposed and/ or claimed from a purchaser. Mr. Mukherjee, learned Senior Advocate appearing in support of the application, contended that the sale notice and the conditions of sale do not mention that the sale was subject to encumbrances. Mr. Mukherjee, learned Senior Advocate appearing in support of the application, contended that the sale notice and the conditions of sale do not mention that the sale was subject to encumbrances. He further drew our attention that in section 55 of the Transfer of Property Act the seller is bound to pay all public charges and rent accrued due in respect of the property up to the date of the sale, the interest on all encumbrances on such property due on such date and except where the property is sold subject to encumbrances, to discharge all encumbrances on the property then existing. In this connection, he relied on ILR 25 Calcutta 298 (Basaraddi Sheikh vs. Enajaddi Maleah) and AIR 1929 Allahabad 791 (Jugul Kishore vs. Banwari Lal & Ors.). He also relied upon the following decisions AIR 1934 Calcutta 842 (Bibhuti Bhusan Mozumdar vs. Majibar Rahaman & Ors.); AIR 1944 Madras 572 (Madras Mahamood Mamuna Lebbai vs. National Bank of India Ltd.) and AIR 1945 Bombay 189 at 195 (State of Gondal vs. Gouindram Seksaria) and submitted that the assets were sold on as is where is basis but the sale notice issued under the direction of the Hon'ble Supreme Court even specifically mentioned that the sale was subject to encumbrances. Accordingly, he submitted that the Bhatpara Municipality cannot claim any payment of the liabilities of the companies (in Liquidation) from the purchaser on a preferential or priority basis. His further contention is that the sale proceeds are lying with the Official Liquidator and to be distributed in accordance with the provisions of section 529A and 530 of the Companies Act, 1956. He further submitted that the claim of the Bhatpara Municipality should be satisfied form out of the sale proceeds of the assets lying in the hands of the Official Liquidator. Accordingly, he submitted that the impugned order dated 7th February, 2008 should be set aside. 4. On the contrary, it appears that the terms and conditions of the sale as specifically provided as follows : "The Sale will be held as per inventory made by the Valuer on "As is Where is And Whatever There is" basis and subject to confirmation by the Hon'ble Court at Calcutta. The Official Liquidator shall not provide any guarantee and/or warranty as to the quality, quantity or specification of the assets sold. The Official Liquidator shall not provide any guarantee and/or warranty as to the quality, quantity or specification of the assets sold. The Offerers/Bidders are to satisfy themselves in this regard after physical inspection of the assets/properties as to the title, encumbrance, area, boundary, measurement, description etc. of the Company (In Liquidation) and the purchasers will be deemed to offer with full knowledge as to the defects, if any in the descriptions, quality or quantity of the assets sold. The Official Liquidator shall not entertain any complaint in this regard after the sale is over. Any mistake in the notice inviting tender shall not vitiate the sale." 5. It would be apparent from the said conditions that the sale is 'on as is where is and whatever there is basis'. It further appears that the Official Liquidator did not provide guarantee and warranty as to the quality, quantity or specification of the assets sold. It is the duty of the Offerers/Bidders are to satisfy themselves in respect of the title, encumbrance, area, boundary, measurement, description etc. of the Company (In Liquidation) and the purchasers will be deemed to offer with full knowledge as to the defects, if any in the descriptions, quality or quantity of the assets sold. Therefore, at this stage, in our considered opinion, it was the duty of the offerer to find out whether there is any encumbrance as it has been specifically made clear in clause 1 of the said terms and conditions of the sale. It further appears that in the said terms and conditions it has been stated that the Official Liquidator shall not entertain any complaint in this regard after the sale is over. Therefore, in our considered opinion, it is not necessary even to ask any modification or any clarification of the order in question since it has already reached its finality. It was the duty of the appellant to find out and to satisfy himself about the title, encumbrance, arrear, boundary, measurement, description etc. Therefore, we do not find that there is any reason to interfere with the order so passed by the Hon'ble Company Judge. Accordingly, in our opinion, this application must fail and this appeal is dismissed. LATER : Stay is granted as prayed for three weeks till after vacation. Pinaki Chandra Ghose & Sankar Prasad Mitra, JJ.: Appeal dismissed.