Judgment :- A.N. Venugopala Gowda, J. (1) WRIT petitioner is the appellant. Questioning the order dated 27-3-2008 passed by the learned single Judge, dismissing W. P. 20360/ 2005, this appeal has been filed. (2) THE 1st respondent is a State Financial corporation ('the Corporation' for short), established under the State Financial Corporations Act, 1951 ('the Act' for short). 2nd respondent is its Managing Director. 3rd respondent is the borrower industrial concern. The borrower committed default in repayment, on account of which, in exercise of the rights under Section 29 of the Act, the Corporation by drawing a mahajar, took possession of the industrial concern on 28-10-2003. Since the loan liability was not discharged by the borrower even thereafter, the Corporation issued an advertisement on 18-2-2004 inviting bids from the intending buyers for sale of the seized asset Industrial concern of the borrower. In response thereto, no offer was received. A second advertisement was taken out on 9-4-2004, in response to which, 4 bids ranging from Rs. 17 lakhs to Rs. 20 lakhs was received. The bidders were called for the negotiation, which ended in failure. A third advertisement was taken out, in response to which, the maximum offer received was Rs. 37 lakhs, which was rejected. A fourth advertisement was taken out on 3-10-2004, in response to which, 3 offers were received, who were called for negotiation by the Sale Negotiating Committee of the 1 st respondent, which held the meetings on 1-12-2004 and 2-12-2004, wherein it was decided to accept, the increased offer to rs. 50 lakhs, of one Sri Sanjay Goel, which was near to the valuation of the Corporation. The said decision of the Sale Negotiating committee was accepted by the Corporation and a communication dated 8-2-2005 was sent to Mr. Sanjay Goel, who though accepted the terms and conditions communicated to him, did not pay the amount as per the stipulations in the letter dated 8-2-2005 of the Corporation and by a letter dated 17-3-2005, he requested for six months' extension of time to pay the amount. The request was declined, the end amount of Rs. 50,000/-was forfeited and the offer made to Mr. Sanjay Goel was cancelled. At that stage, the 3rd respondent submitted a letter dated 31-3-2005 to the Corporation, identifying the appellant to purchase the assets of the unit on the terms and conditions as had been agreed upon by Sri Sanjay goel. The request was declined, the end amount of Rs. 50,000/-was forfeited and the offer made to Mr. Sanjay Goel was cancelled. At that stage, the 3rd respondent submitted a letter dated 31-3-2005 to the Corporation, identifying the appellant to purchase the assets of the unit on the terms and conditions as had been agreed upon by Sri Sanjay goel. The remaining 2 Directors of the 3rd respondent, by their letter dated 27-4-2005 sent to the Corporation, gave their consent for confirmation of the sale in favour of the appellant. Managing Director of the Corporation accepted the proposal, by his decision dated 12-5-2005, with an observation that, the final decision can be taken after receipt of opinion from DGM (Legal). The file having been referred to the Deputy General Manager (Law), recorded his opinion dated 18-5-2005 to the effect that, Corporation has complied with the fair procedure, there are no grounds to vitiate the sale and hence, the offer can be accepted. By a communication dated 28-5-2005 (Annexure-A), the Corporation informed the appellant that, its proposal for purchasing of the entire assets of the borrower has been accepted, subject to the terms and conditions indicated therein. Copy of the said communication was also sent to all the 4 Directors of the 3rd respondent. The appellant communicated the acceptance of the said offer and also issued a cheque for Rs. 27. 60 lakhs, which was encashed by the Corporation. The balance amount of Rs. 22. 40 lakhs was remitted by the appellant, by delivery of a cheque dated 4-6-2005. (3) THOUGH the Corporation received the amount from the appellant in terms of its communication dated 28-5-2005 (Annexure-A), it did not execute the transfer deed. The appellant demanded the compliance as per its letter dated 29-7-2005 (Annexure-E). Alleging inaction and statutory omission on the part of the Corporation, writ petition was filed on 22-8-2005, to direct the respondents to put the appellant in possession of the property by executing a sale deed. As after filing the writ petition, the Corporation sent a communication dated 26-8-2005 (Annexure-F), intimating cancellation of the proposal, the prayer in writ petition was amended, to declare the act of cancellation of the proposal, as arbitrary and illegal. (4) 1st and 2nd respondents filed statement of objections and additional statement of objections opposing the writ petition. As after filing the writ petition, the Corporation sent a communication dated 26-8-2005 (Annexure-F), intimating cancellation of the proposal, the prayer in writ petition was amended, to declare the act of cancellation of the proposal, as arbitrary and illegal. (4) 1st and 2nd respondents filed statement of objections and additional statement of objections opposing the writ petition. Managing Director and General Manager of the Corporation, also1 filed their affidavits in justification of the cancellation of the proposal. (5) THE borrower filed an application for impleading as respondent No. 3 in the writ petition, which having been allowed, filed the statement of objections, in justification of the act of cancellation by the Corporation. (6) CONSIDERING the record and the rival contentions of the parties, according to the learned single Judge, the case admitted two facets, namely: (i) Whether the consent given by the Directors of the 3rd respondent/ borrower and the KSFC acting on the same, could alone be treated as a concluded contract? And (ii) Whether the KSFC has exercised its statutory obligations, while dealing with the matter under Section 29 of the Act? Learned single Judge, while answering the said two facets of the case, has primarily held that: (a) Matter cannot be treated as a pure case of contact between a vendor and a purchaser and the mere consent cannot alone form the basis to conclude the same, though the KSFC has acted on the same. (b) The procedure followed while accepting the offer is not correct and is not sustainable in law. (c) The action taken by the Corporation to re-advertise is fair and consequently (d) cannot intervene by exercising the discretion in a petition filed under Article 226 of the Constitution. (7) WE have heard Sri. P. S. Rajagopal, learned Sr. Advocate for appellant, Sri. S. G. Pandit and Sri. G. Krishnamurthy, learned counsel for the respondents. (8) FIRSTLY, Sri. P. S. Rajagopal contended that, the offer of the appellant was accepted by the Corporation, upon which the communication dated 28-5-2005 was sent, which in turn, was accepted by the appellant and hence the contract stood concluded. He contended that, in furtherance of the concluded contract, the appellant paid Rs. 27. 60 lakhs in part performance of the contract on 28-5-2005 itself and the balance amount of Rs. 22. He contended that, in furtherance of the concluded contract, the appellant paid Rs. 27. 60 lakhs in part performance of the contract on 28-5-2005 itself and the balance amount of Rs. 22. 40 lakhs was paid to the Corporation on 4-6-2005, with which, there was an obligation on the part of the Corporation to deliver possession and transfer the asset, by notifying the dues payable to KIADB and KPTCL, to be paid by the appellant, which it had undertaken to pay. He contended that, the learned single Judge was in serious error in holding that, the approval of the Managing Director was only tentative and did not result in a concluded contract. Secondly, it was contended that, the learned single Judge has misdirected himself in holding that the offer of the appellant was less than that of Sri. Sanjay Goel. Learned counsel pointed out that, the said finding is contrary to the record and the terms of Annexure-A itself. Thirdly, it was contended that, the learned single Judge has misdirected himself and has proceeded on a wrong assumption that, an advertisement was issued on 31-10-2004 and Mr. Sanjay Goel offered to purchase the asset of the borrower in response to the said advertisement and on his failure to comply with the terms, the offer made to Mr. Sanjay Goel was cancelled, consequent upon which, the Corporation took decision to re-advertise the property and the same was re-advertised and offers were received. Learned counsel contended that, the finding is based on assumptions and is wholly erroneous, which has led to the passing of impugned order dismissing the writ petition. Fourthly, it was contended that, the learned single Judge has failed to appreciate the fact that, the letter dated 28-5-2005 does not reserve any right to the Corporation to cancel the same, inasmuch as, it was not the case of the Corporation that, the appellant had failed to fulfill any of the terms and conditions set out therein, much less was the sale vitiated by any fraud or misrepresentation on the part of the appellant. Learned counsel contended that, it was not the case of anybody that, at the relevant point of time i. e. , when the offer was made by the appellant and was accepted, there was any better offer from any bidder nor did the directors of the borrower wanted the cancellation of the offer made by the Corporation to the appellant, which has been accepted by the appellant. He contended that, in the circumstances, fairness and non-arbitrariness demand that, the Corporation ought to have been directed to perform its part of the contract and Statutory obligation i. e. handing over of the possession and transferring of the asset to the appellant. Fifthly, it was contended that, the alleged differences among the directors of the borrower was long after the event i. e. , issue of communication dated 28-5-2005, accepting the offer of the appellant and the contract coming into effect. Learned counsel contended that, the unit having been taken over under section 29 of the Act, the Corporation became the owner of the asset, which included the statutory right to alienate the property unilaterally. He contended that, there was no disputed questions of fact and the Corporation being a 'state' under Article 12 of the Constitution, the offer, acceptance and confirmation of the transaction of sale into a contract had stood concluded and hence, the learned single Judge has totally erred in dismissing the writ petition. Lastly, learned counsel contended that, the appellant has made huge investment of Rs. 50 lakhs on the basis of the acceptance communicated by the Corporation by its letter dated 28-5-2005 and that the appellant had legitimate expectation that, the asset would be transferred to it and that it would carry on the business of the industrial unit. Learned counsel further contended that, the impugned order passed by the learned single Judge is contrary to the facts of the case, principles of legitimate expectation and the law and hence is unsustainable. (9) PER contra, Sri. S. G. Pandit, learned counsel appearing for the Corporation contended that, the unit in question was no doubt taken over in exercise of the right under Section 29 of the Act, steps were taken to secure the best price for the property to be sold and mr. Sanjay Goel who had offered Rs. (9) PER contra, Sri. S. G. Pandit, learned counsel appearing for the Corporation contended that, the unit in question was no doubt taken over in exercise of the right under Section 29 of the Act, steps were taken to secure the best price for the property to be sold and mr. Sanjay Goel who had offered Rs. 50 lakhs for the said property backed out and hence decision was taken to re-advertise the property to secure the best price and when such course was on, appellant offered a sum of Rs. 50 lakhs stating that, the directors of the borrower are also agreeable, in view of which, the proposal was tentatively accepted by the corporation, which can be seen from the conditional approval accorded by the Managing director. Learned counsel contended that, no doubt, the legal department though cleared the matter, still the Mar aging Director had not given his further approval and without the further approval of the Managing Director, the executive Director of the Corporation had proceeded to finalise the transaction and had issued the communication dated 28-5-2005 to the appellant. Learned counsel contended that, the communication at Annexure-A is without the due authority, inasmuch as, the approval of the Managing Director for the sale transaction is necessary and on account of the non-approval of the transaction by the Managing director of the Corporation, the communication dated 28-5-2005 does not confer any right on the appellant. Learned counsel contended that, the Corporation had an obligation to secure the best price and hence the steps were taken by it, by issuing a notification calling for fresh bids, which shows, that it had taken the correct step, inasmuch as, the subsequent notification has fetched the highest offer in a sum of Rs. 106 lakhs, which would established that, the action of the Corporation is bona fide and consequently no arbitrariness, much less any mala fides can be attributed to the Corporation. Learned counsel stated that, disciplinary action was initiated against the three officers of the Corporation, for the omissions and commissions on their part, in issuing the confirmation of sale as per Annexure-A to the appellant. Learned counsel stated that, disciplinary action was initiated against the three officers of the Corporation, for the omissions and commissions on their part, in issuing the confirmation of sale as per Annexure-A to the appellant. Learned counsel by referring to the correspondence and the notes in the file of the Corporation, made submissions in justification of the findings recorded by the learned single Judge and contended that, in the facts and circumstances of the case, no interference is called for. (10) SRI. G. Krishnamurthy, learned counsel for the 3rd respondent borrower contended that, even though consent had been given by the directors at an earlier point of time, the consent of all the directors was not simultaneous and even in respect of the consent given, there were mis-representations and at that stage, the Corporation noticed the dissatisfaction amongst the directors, which led to the issue of further notification inviting bids, which is justified and that, the action taken by the Corporation that, the price which the appellant had offered was not the market price, inasmuch as, as against the offer of Rs. 50 lakhs of the appellant, the further notification has fetched an offer of Rs. 106 lakhs. Learned counsel contended that, the sale can take place only when the borrower failed to discharge the loan or bring a better offer than the offer received by the Corporation and in the instant case, before the sale came to be finalised and the possession delivered, since the borrower itself having been able to mobilise the funds, has offered to retain the unit and hence the question of the appellant getting any relief prayed for, in the writ petition does not arise. Learned counsel contended that, certain officials of the Corporation had played fraud and mischief to defeat the interest of the borrower and on account of such actions, the communication dated 28-5-2005 had come to be issued to the appellant and in view of the facts and circumstances of the case, the offer made by the Corporation to the appellant is illegal and invalid, as it had no approval of the Managing Director, who is the competent person to decide about the acceptance or otherwise of the offer to sell and since the Managing director had not accorded the further approval, after 12-5-2005, the appellant does not derive any legal right and consequently, was not entitled to any relief and thus the dismissal of the writ petition by the learned single Judge is justified and consequently no interference is called for. (11) LEARNED counsel for the Corporation made available three files for our perusal and we have perused the same. (12) KEEPING in view the records of the case and the contentions urged by the learned counsel on both sides, the following points arise for consideration: (a) Whether there is any violation of the obligations under Section 29 of the Act, by the Corporation? (b) Whether the Corporation was justified in canceling the offer of sale as per its communication dated 26-8-2005 vide Annexure-F? (c) Whether a petition under Article 226 of the Constitution cannot lie against Corporation, in the matter of enforcement of its obligations, arising under Section 29 of the State financial Corporations Act, 1951? (13) THE records made available by the Corporation, depict the following facts: m/s. Chem Solar Energy Private Limited-borrower was sanctioned a loan of Rs. 67. 40 lakhs on 31-3-1995. Rs. 44. 99 lakhs was disbursed by the Corporation. Due to default, the unit was taken over by the Corporation under Section 29 of the Act on 28-10-2003. After taking over, opportunities were given to the borrower to clear the dues and take back the seized assets, for which, there was no response and consequently the Corporation published notices in leading news papers for sale of the seized asset of the borrower. The first publication was on 18-2-2004, for which, there was no response. The second notification was on 9-4-2004, for which the maximum bid received was Rs. 26 lakhs which was rejected by the Sale Negotiation Committee of the Corporation. The first publication was on 18-2-2004, for which, there was no response. The second notification was on 9-4-2004, for which the maximum bid received was Rs. 26 lakhs which was rejected by the Sale Negotiation Committee of the Corporation. The third publication was on 11-6-2004. in response to which, offers were received and the Sale Negotiation Committee fixed the sale at Rs. 57. 50 lakhs and since the bidder who negotiated, backed out, his emd was forfeited and the sale advertisement was again issued on 3-10-2004, in response to which, maximum bid received was Rs. 37 lakhs. The Sale Negotiation Committee of the corporation in its meeting held on 2-12-2004 negotiated with Mr. Sanjay Goel, who had offered Rs. 37 lakhs for purchase of the unit on cash down basis, increased the offer to Rs. 50 lakhs, apart from taking the liability of kiadb and KPTCL. The proposal of the Sale negotiation Committee which was put up to the Managing Director was approved on 3-2-2005. Since Mr. Sanjay Goel did not comply with the terms and conditions of sale and make the agreed payment, the proposal was put up for cancellation of the sale and to readvertise. The sale confirmation issued to Mr. Sanjay goel was cancelled and EMD of Rs. 50,000/-was forfeited. The borrower by its letter dated 23-8-2004 had requested the Corporation to bifurcate the sheds, land, machinery and sell. It was also suggested therein that, the property can be sold through real estate agents by giving commission. The Corporation had got the property valued and as per the valuation report dated 5-5-2004, the value of the asset of the borrower which was notified for sale, was Rs. 53. 60 lakhs. The borrower which had been informed of the non-materialisation of the sale proceeding held on 2-12-2004, by its letter dated 31-3-2005 informed the Corporation about the interest shown by the appellant to purchase the asset as per the terms and conditions prescribed by the Corporation with regard to the earlier buyer (Mr. Sanjay Goel)and as per the sale committee proposal and requested the Corporation to confirm and accept the sale proposal of the appellant for Rs. 50 lakhs and other terms and conditions as fixed by the Corporation, which had been informed to the borrower vide letter dated 15-12-2004 (sale confirmation letter issued to Mr. Sanjay Goel). Sanjay Goel)and as per the sale committee proposal and requested the Corporation to confirm and accept the sale proposal of the appellant for Rs. 50 lakhs and other terms and conditions as fixed by the Corporation, which had been informed to the borrower vide letter dated 15-12-2004 (sale confirmation letter issued to Mr. Sanjay Goel). Along with the said letter of the borrower, cheque No. 763729 (issued by the appellant) to clear the entire dues of the corporation as on 31-3-2005 was enclosed. Thus, it is clear that, it is the 3rd respondent borrower which suggested to the Corporation, the willingness of the appellant to purchase the seized asset. The appellant had submitted its willingness to purchase the entire primary asset of the borrower for Rs. 50 lakhs along with KIADB and KPTCL dues, with transfer charges. The appellant also agreed to pay Rs. 26 lakhs down payment and sought 60 days time to pay the balance amount. The dues of the KPTCL was found to be Rs. 0. 25 lakh and that of the KIADB @ Rs. 2. 05 lakhs. Thus put together, the amount offered by the appellant was almost near the valuation made by the Corporation. Two remaining Directors of the 3rd respondent -borrower, after discussion with the authorities of the Corporation with regard to the sale of the asset at Rs. 50 lakhs, submitted their confirmation cum no-objection to the proposal for sale and requested the Corporation to go ahead with the deal. Though action had been taken to sell the asset by taking out an advertisement, considering the consent given by the remaining two directors of the borrower vide their communication dated 27-4-2005, the Corporation decided to confirm the sale offer given outside the auction proceedings, subject to the matter being examined by the DGM (L). The bids which had been received were not even opened and the same were returned without even knowing the offers. The DGM (L) has recorded that, the proposal of sale is permissible and thereafter the letter of confirmation dated 28-5-2005 was issued by the Corporation to the appellant. A copy of the said letter was addressed to all the 4 directors of the borrower to which, they did not submit any objection. The appellant paid to the Corporation rs. 27. 60 lakhs. A copy of the said letter was addressed to all the 4 directors of the borrower to which, they did not submit any objection. The appellant paid to the Corporation rs. 27. 60 lakhs. The said amount was ordered to be adjusted to the loan account and the balance was ordered to be kept in ARPA until further instructions, which is clear from the note dated 30-5-2005 (Annexure-B). The appellant paid balance amount of Rs. 22. 40 lakhs on 15-6-2005 which was ordered to be kept in ARPA-8008 of the loan A/c No. 1-3102 (Annexure-C). After filing of the writ petition, the Corporation cancelled the transaction vide its communication dated 26-8-2005 (Annexure-F). It is relevant to notice that, prior to issue of communication at Annexure-F, the borrower had not raised any objection to the sale confirmation dated 28-5-2005 (An-nexure-A) and no opportunity of hearing was also granted to the appellant. The sale transaction of the Corporation with the appellant vide Annexure-A, was suo motu cancelled by the Corporation, without any objection or request by the borrower, but on the basis of a communication received from M/s. Pinnacle, which was an unsuccessful bidder in response to the fourth advertisement dated 3-10-2004 and did not increase the offer, higher than that of Mr. Sanjay Goel, in the negotiation meetings held by Sale Negotiation Committee of the Corporation on 1-12-2004 and 2-12-2004. (14) IT is not disputed that, the 3rd respondent had committed default in payment of dues to the Corporation. Consequently, action was taken under Section 29 of the Act by the Corporation, the property in question was attached and possession was taken by the Corporation, which thereafter made repeated efforts, to put the property to sale, by inviting bids and through public auction. Repeated attempts made to sell the seized asset by inviting bids, did not materialise, which fact was notified to the 3rd respondent-borrower, which was also notified to bring better offer, if any, in pursuance of which, it is the 3rd respondent which suggested the appellant to the Corporation for sale of the property in question, for the very same terms and conditions, which had been finalised in the case of Mr. Sanjay Goel by the Sale Negotiation Committee of the Corporation, which offer cum proceedings had been accepted by the Managing Director of the Corporation. Sanjay Goel by the Sale Negotiation Committee of the Corporation, which offer cum proceedings had been accepted by the Managing Director of the Corporation. The appellant has made the very same offer, which had been made by the corporation itself to Mr. Sanjay Goel and as per the very terms and conditions on which the property had been agreed to be sold by the Corporation to Mr. Sanjay Goel. The appellant agreed to purchase the property, which was considered and the sale confirmation as per Annexure-A dated 28-5-2005 was issued, a copy of which was also sent to all the 4 Directors of the 3rd respondent-borrower. Annexure-A contains the relevant conditions of sale, to which, the borrower had no objection and in fact, the Corporation has acted as per the request made by all the 4 Directors of the borrower. (15) WRIT petition was filed for the issue of a writ of mandamus directing the Corporation to hand over the possession and to transfer the asset, pursuant to the confirmation of sale vide Annexure-A. Without any objection being raised by the borrower, for sale of the property by the Corporation to the appellant, the transaction was cancelled by the Corporation, by issue of the communication at Annexure-F. (16) THE Act was enacted, to provide for the establishment of State Financial Corporations. The Act confers various powers on the corporation, with regard to the recovery of dues. Corporation has the power to take recourse to one of the modes provided under the Act, for realsing the dues from the defaulting Industrial Concern/ borrower, apart from the terms of contract entered into by and between it by the borrower. The Corporation falls within the meaning of 'state' under Article 12 of the Constitution of India. The rights of the Corporation, in the case of a default on the part of the borrower, is a Statutory power. For the purpose of invoking Section 29 of the act, the borrower must have the liability to the Corporation under an agreement and the borrower must have committed a default in payment of the loan. On a default being committed in the matter of repayment of loan, the corporation shall inter alia have the right to take over the Management or possession or both, of the asset of the loanee. On a default being committed in the matter of repayment of loan, the corporation shall inter alia have the right to take over the Management or possession or both, of the asset of the loanee. The said power is in addition to the powers of the right to transfer by way of lease or sale and realise the property pledged, mortgaged, hypothecated or assigned to the Corporation. A reading of Section 29 of the Act makes it clear that, the power is conferred to sell the property unilaterally to realise the dues. The power to take over the Management or possession by the Corporation is a statutory power and Section 29 of the Act is a code by itself. Learned single judge has not noticed these aspects of the matter, which emerge from the proper construction of the provision contained in Section 29 of the Act. The Corporation in exercise of its right under Section 29 of the Act, that too, on a consent given by the all the Directors of the borrower, has issued the letter of confirmation to the appellant vide Annexurge-A. It was not the case of the 3rd respondent with the Corporation that, there was inadequate publicity or the property has been sold to a price, which was less than the valuation made by the Corporation or it was not given an opportunity to bring better buyer / offer and that the price to which the property had been agreed to be sold was inadequate. It is also not the case of either the 3rd respondent/borrower or the Corporation that, there was any fraud or misrepresentation, committed by the appellant in the matter of sale of the property in question. Without there being any material error, irregularity, misrepresentation or fraud on the part of the appellant, the Corporation on its own, (appears to be on the representation of M/s. Pinnacle) that too, without even providing any kind of opportunity of hearing to the appellant, unilaterally has cancelled the sale transaction, which action is arbitrary. Without there being any material error, irregularity, misrepresentation or fraud on the part of the appellant, the Corporation on its own, (appears to be on the representation of M/s. Pinnacle) that too, without even providing any kind of opportunity of hearing to the appellant, unilaterally has cancelled the sale transaction, which action is arbitrary. The offer of the appellant had been accepted and had been acted upon by the Corporation, by receiving the money and adjusting to the loan account and thereafter it had issued the letter of confirmation vide An-nexure-A. The transaction has assumed the shape of a concluded contract and hence there was obligation on the part of the Corporation to have handed over the possession and transfer the asset to the appellant. It is trite that, where the action of the State or its instrumentality, is violative of Article 14 of the Constitution of India, as being wholly unfair and unreasonable, the writ Court would not hesitate to grant relief in favour of a person, where both law and equity demands that, such a relief should be granted. Having regard to the facts and circumstances of the case and the undisputed record, in our view, learned single judge though has recorded the finding that, even the KSFC has acted on the consent given by the Directors of the borrower, it cannot be directed to execute the sale deed, is erroneous. Considering the fact that, the appellant had acted in terms of the conditions stipulated by the Corporation, we hold that there is violation of the obligations contemplated under section 29 of the Act, by the Corporation. (17) ADMITTEDLY, the 3rd respondent-borrower consented for sale of the property in question to the appellant by the Corporation on the same terms as had been offered by the corporation to Mr. Sanjay Goel. The Corporation by a communication dated 8-2-2005 had offered to sell the property in question to Mr. Sanjay Goel. The said communication reads as follows: "Sub: Sale of entire assets of M/s. Chemsolar Energy Systems Private Limited, situated at Plot No. 22-D, KIADB Indl. Area, attibele, Anekal Taluk, B'lore. Ref: Your letter dated 1-12-2004. With reference to the above, we have pleasure in informing you that your proposal for purchasing the entire assets of M/s. Chemsolar energy Systems Private Ltd., situated at Plot no. Area, attibele, Anekal Taluk, B'lore. Ref: Your letter dated 1-12-2004. With reference to the above, we have pleasure in informing you that your proposal for purchasing the entire assets of M/s. Chemsolar energy Systems Private Ltd., situated at Plot no. 22-D, KIADB Industrial Area, Attibele, anekal Taluk, Bangalore District, taken over under Section 29 of the SFC's Act, 1951 has, been considered favourably by the Corporation subject to the following terms and conditions : (1) The sale is on "as IS WHERE IS basis". (2) The sale price for the entire assets i. e., 4506 sq. mtrs. Of land on Plot No. 22-D, kiadb Industrial Area, Attibele, Anekal taluk, Bangalore District and the building and civil works constructed thereon along with the plant and machinery advertised, is Rs. 50. 00 lakhs (Rupees Fifty Lakhs only) on cash down payment. (3) The possession of the entire assets will be given only after the receipt of the entire sale consideration. (4) KIADB dues, KPTCL dues and trans-fer charges, stamp duty etc., shall be borne by the purchaser. (5) The purchaser should make the entire payment of Rs. 50. 00 lakhs within 30 days from the date of this letter. (6) The purchaser should bear all the expenditure connected with transfer of land and building, including registration etc. We request you to kindly communicate your acceptance within 7 days from the date of this letter. If acceptance is not given within 7 days, the Corporation will forfeit the EMD amount already paid by you, and cancel the sale and the Corporation will proceed with further action. “undisputably, the Corporation issued the sale confirmation as per Annexure-A dated 28-5-2005 to the appellant. The appellant remitted Rs. 27. 60 lakhs which was credited to the loan account of the 3rd respondent. The balance amount of Rs. 22. 40 lakhs was also remitted by the appellant within the stipulated period, in terms of Annexure-A. Appellant had undertaken to pay the dues of both KPTCL and KIADB. Appellant in fact called upon the corporation to notify the dues of KPTCL and kiadb and to hand over possession and effect the transfer. The offer made to the appellant by the Corporation that too, with consent of the 3rd respondent, has resulted into a concluded contract. Appellant in fact called upon the corporation to notify the dues of KPTCL and kiadb and to hand over possession and effect the transfer. The offer made to the appellant by the Corporation that too, with consent of the 3rd respondent, has resulted into a concluded contract. It is in this background the contention of the learned counsel for the appellant that, the Corporation which is an instrumentality of the State, has acted unfairly and unjustly i. e., arbitrarily, in violation of article 14 of the Constitution of India, is well founded. The Corporation which falls within the meaning of 'state' cannot act arbitrarily and should honour its statutory obligation, which having not been done, a writ filed under Article 226 of the Constitution of India, is maintainable, is also well founded, keeping in view the law laid down, in catena of decisions of the Hon'ble Supreme Court, wherein it has been held that, if an action on the part of the State or its instrumentality is violative of Article 14 of the Constitution of India, a writ petition would be maintainable, even in matters involving contractual obligations. There are no complicated and disputed questions of facts involved in this case. Keeping in view the facts and circumstances of the case as noticed supra, in our considered view, the learned single Judge was not justified in holding that, writ petition cannot lie in the matter. Keeping in view the conduct of the parties and the provisions contained under section 29 of the Act, the Corporation had a statutory obligation to perform towards the appellant, which it has failed to perform and hence the Corporation should be compelled to perform its Statutory obligation by quashing the unilateral decision taken and communicated by the Corporation as per Annexure-F, which also suffers on account of the violation of the principles of audi alteram partem. The Corporation has acted illegally, irrationally and improperly, in cancelling the transaction vide Annexure-F. Considering the events which led to the issue of Annexures-A, in our view, the action of the 1st respondent in issuing Annexure-F, is illegal, irrational and also suffers from the vice of arbitrariness. The Corporation has acted illegally, irrationally and improperly, in cancelling the transaction vide Annexure-F. Considering the events which led to the issue of Annexures-A, in our view, the action of the 1st respondent in issuing Annexure-F, is illegal, irrational and also suffers from the vice of arbitrariness. Since, the offer of the appellant was accepted by the Corporation and Annexure-A was issued on the basis of which, the payment was made to the Corporation, the 1st respondent Corporation is not justified in canceling the transaction in the absence of proof of fraud or misrepresentation by the appellant. (18) AT the cost of repetition, it is to state that, it is not the case of the 3rd respondent borrower either before the Corporation or before the learned Single Judge, much less before us that, the Corporation had not followed the procedure contemplated under Section 29 of the Act. The industrial concern having committed the default in repayment of the dues to the Corporation, as already noticed, the possession of the primary asset of the industrial concern was taken over by the Corporation in exercise of its right under Section 29 (1) of the Act. The seized property was notified on 4 different occasions for sale by taking out advertisements in leading newspapers. The offers received on 2 occasions were considered by the Sale Negotiation Committee, by inviting the bidders for negotiation and the transaction did not materialise. The fact having been notified to the defaulting industrial concern, it made the suggestion to sell the property by splitting up or if necessary by involving real estate agents on payment of commission. The defaulting industrial concern was notified to bring offers, if any. It is the 3rd respondent-defaulting industrial concern which suggested to the Corporation to sell the property to the appellant on the same terms and conditions which the Corporation had finalised with Mr. Sanjay Goel on the basis of the negotiation committee meeting proceedings, which had been approved by the Managing Director of the Corporation. The 3rd respondent had been notified by the Corporation, of the terms and conditions of sale offer made to Mr. Sanjay Goel. The 3rd respondent being well aware of the said terms and conditions, requested the Corporation to sell the seized asset to the appellant, for the same amount and on the same terms and conditions. The 3rd respondent had been notified by the Corporation, of the terms and conditions of sale offer made to Mr. Sanjay Goel. The 3rd respondent being well aware of the said terms and conditions, requested the Corporation to sell the seized asset to the appellant, for the same amount and on the same terms and conditions. The proposal was confirmed by the remaining 2 Directors of the 3rd respondent and it is thereafter, the offer to sell the property vide annexure-A was made to the appellant, which deposited the amount in terms of the conditions contained in Annexure-A. Sub-section (1) of Section 29 enables the Corporation to sell the seized asset. The right conferred on the Corporation there under is an ownership right. Corporation had not acted irrationally or illegally, before issue of the sale offer vide annexure-A to the appellant, inasmuch as, it had acted on the suggestion of the 3rd respondent on the terms and conditions put to Mr. Sanjay Goel earlier, had been notified by the corporation to the 3rd respondent and even a copy of the sale offer made to appellant vide annexure-A, was sent to all the 4 individual directors of the 3rd respondent, who did not object for the same. The Corporation had scrupulously followed the procedure, while accepting the offer and there was no flaw, till then. Learned single Judge had erred, in holding otherwise. Once the offer made by the appellant was accepted, Annexure-A was issued and the payment made thereafter by the appellant was received and adjusted to the loan account by the Corporation, the Corporation had no right to re-advertise the property. Hence, the Corporation has not acted fairly and in fact, by re-advertising the property even after the aforesaid course of events, has failed to comply with its obligation of effecting the transfer of the property to the appellant. Long after the said events and the cancellation letter issued by the Corporation vide annexure-F, it had caused the advertisement dated 28-8-2005, in response to which, certain bids were received, who had also not offered much higher bids. However, they were called for a negotiation meeting which was held on 28-9-2005 wherein M/s. H. M. Estates and Properties offered to increase the bid to rs. 106. 00 lakhs. It is relevant to notice that, in the said meeting one M/s. Sunrise Electroplates had offered the bid of Rs. 87 lakhs. However, they were called for a negotiation meeting which was held on 28-9-2005 wherein M/s. H. M. Estates and Properties offered to increase the bid to rs. 106. 00 lakhs. It is relevant to notice that, in the said meeting one M/s. Sunrise Electroplates had offered the bid of Rs. 87 lakhs. The Corporation had no right to advertise the property again on 28-8-2005 much less hold any negotiations, inasmuch as, the property had already been sold in favour of the appellant by issue of Annexure-A. Without following any procedure, the cancellation letter at annexure-F was issued, which is faulty, in that, without any fraud or misrepresentation by the appellant being made out and established, without even issuing a show cause notice granting opportunity of hearing to the appellant, Annexure-F was issued, which is in violation of principles of natural justice. (19) INCIDENTALLY, it has to be noted that, after fulling of the writ petition, the Corporation initiated disciplinary proceedings against 3 officers i. e. , Executive Director (O), AGM (Legal) and Manager (Technical), who had acted in the matter relating to the issue of sale confirmation vide Annexure-A. The disciplinary proceedings were initiated in the year 2005. The record made available shows that, the proceedings initiated against Dr. Netaji S. Ganeshan, the then Executive Director (O), was dropped and the matter was treated as closed by issuing an endorsement dated 11-6-2008. Despite the lapse of 3 years, the disciplinary enquiry initiated against other 2 officers, was not proceeded with. This conduct also establishes that, the 1st respondent Corporation had attempted to put forth excuses, for its failure to comply with the obligation that followed pursuant to the issue of sale confirmation letter at Annexure-A. To cover up the lapses, disciplinary enquiry though initiated, was not proceeded with and on other hand, against the officer who took the decision to finalise the sale transaction in terms of the approval which had been granted by the Managing Director in case of Mr. Sanjay goel, was dropped. The sequence of events clearly establishes that, there are omissions and commissions on the part of the Corporation resulting in arbitrariness and illegality. (20) THERE is another aspect of the matter, which cannot be lost sight of. Sanjay goel, was dropped. The sequence of events clearly establishes that, there are omissions and commissions on the part of the Corporation resulting in arbitrariness and illegality. (20) THERE is another aspect of the matter, which cannot be lost sight of. The 3rd respondent which was notified by the Corporation to bring better offers has only suggested the appellant, for purchase of the seized asset, in terms of the offer which had been made by the Corporation to Mr. Sanjay Goel. The 3rd respondent which was also notified of the offer of sale made to the appellant vide communication dated 28-5-2005 of the Corporation, did not raise any objections to the terms and conditions of sale indicated therein. Thereby the 3rd respondent which itself had suggested the appellant for purchase of the seized asset, consented to the terms and conditions of sale, notified in the communication dated 28-5-2005 of the Corporation. Because of the conduct of the 3rd respondent in suggesting the appellant for purchase of the asset and also, not raising any objection to the terms and conditions contained in the offer of sale dated 28-5-2005, the appellant deposited the amount with the Corporation, which was adjusted to the loan account by the Corporation. As already noticed, it is not the case of the 3rd respondent that, the appellant had played any fraud upon it, with regard to the transaction. Hence, it is not open to the 3rd respondent to turn around and contend anything contrary. Law does not permit a person, to both approbate and reprobate, which principle is based on the doctrine of election, which postulates that, no party can accept and reject the same instrument and that a person cannot say at one time that the transaction is valid and thereby obtain some advantage, to which he could only be entitled on the footing that it is valid and then turn around and say it is in-valid for the purpose of securing some other advantage. As already noticed, the 3rd respondent having requested the Corporation to finalise the sale transaction of the seized asset in favour of the appellant in terms of the offer made to Mr. As already noticed, the 3rd respondent having requested the Corporation to finalise the sale transaction of the seized asset in favour of the appellant in terms of the offer made to Mr. Sanjay Goel and the appellant having been made to act in pursuance thereof and after the appellant has deposited the amount and fulfilled all the terms and conditions contained in the communication dated 28-5-2005 of the Corporation offering the property for sale to the appellant, cannot later on contend that, the action is incorrect or unfair and should not be acted upon. These factual details would negate the observations made in the impugned order passed by the learned single Judge. (21) ANOTHER aspect of the matter, which also requires to be noticed, is that, the appeal was heard and reserved for judgment on 4-12-2008. We received by speed post an unsigned letter, without the name and address, but the envelope contained the address, M/s. Sunrise electroplates, Bommasandra Industrial Estate, Bangalore, containing certain explanation in support of certain queries we had put up to the learned counsel in the open Court, when the matter was argued. In view of receipt of such a letter, the matter was posted for further hearing on 10-12-2008 and the letter was shown to the learned counsel on both sides. Learned counsel appearing on both sides submitted that, the Court need not take into consideration the letter received and can proceed further in the matter. Again we have received by speed post, copy of a public notice, published by the Corporation notifying the property in question for sale and the Xerox copy of certain noting sheets of the Corporation from SI. Nos. 274 to 289. The said communication does not have any covering letter or the details as to who has sent it and for what purpose. However, the cover contains the 'from' address as, M/s. Sunrise Electroplates, bommasandra Industrial Estate, Bangalore. From the perusal of the record and the communications received, it is clear that, it is the third party, which was been instrumental in the Corporation cancelling the offer of sale made to the appellant, in as much as, on the date the Corporation issued Annexure-F, the 3rd respondent had not raised any objection to the sale offer made to the appellant as per annexure-A by the Corporation. On the basis of objection/complaint made by a third party (M/s. Pinnacle), which had not offered any higher bid in the sale negotiation meeting, the offer of sale made to the appellant was cancelled by the Corporation. Such a course of action is arbitrary and illegal. (22) CONSIDERING the entire case, in our view, learned single Judge has erred in not noticing the aforesaid material aspects of the matter and having misdirected himself has erred in dismissing the writ petition. The concept of approbation and reprobation has been ignored by the learned single Judge. Keeping in view, the facts and circumstances of the case noticed supra, the grounds raised by the learned counsel for the appellant is well founded. Both in law and equity, appellant is entitled to the relief. For the reasons aforementioned, we are of the opinion that, the approach of the learned single Judge was not correct and the decision dismissing the writ petition is faulty and hence the impugned order cannot be sustained. Consequently, the appeal is liable to be allowed and hence we pass the following: ORDER (i) the writ appeal is allowed. (ii) The order dated 27-3-2008 passed in w. P. 2360/2005 by the learned single Judge, is hereby set aside. (iii) The communication bearing No. R-J7 mv-01 -3102/r-1471 dated 26-8-2005 (Annexure-F) canceling the transaction agreed under the letter dated 28-5-2005, is hereby quashed. (iv) The 1st respondent Corporation is hereby directed to execute and register the sale deed in the name of the appellant and to hand over the possession of the entire seized asset including land and plot of M/s. Chem Solar energy Systems Pvt. Ltd. , situated at plot No. 22-D, KIADB Industrial Area, Attibele, anekal Taluk, Bangalore District, subject to the appellant paying the dues of KPTCL and kiadb. Time for compliance is three months. In the facts and circumstances of the case, the parties are directed to bear their respective costs. Appeal allowed.