JUDGMENT : K.A. Puj, J. The applicant, namely, Jay-Kanan Build Con Pvt. Ltd., through its managing director Shri K.G. Bhatia has taken out this judge's summons seeking direction to the official liquidator to accept the offer of the applicant for Final Plots Nos. 32 and 33 (property of the company in liquidation) of Town Planning Scheme No. 18 admeasuring 36,280 sq.mtrs., and 6,858 sq.mtrs., respectively (freehold land) for Rs.150 crores. The applicant has also prayed for a direction to the official liquidator to accept the offer of the applicant of Rs.150 crores for Final Plots Nos. 32 and 33 admeasuring 36,250 sq.mtrs., and 6,858 sq.mtrs., and also direction to the official liquidator to take appropriate proceedings for confirmation of sale in favour of the applicant by accepting Rs.150 crores towards total consideration of Final Plots Nos. 32 and 33. 2. An affidavit-in-support of this judge's summons is filed by Shri K.G. Bhatia. The said affidavit is sworn before the Assistant Registrar of this court on August 18, 2010. It is stated in the said affidavit that the applicant- company is registered under the Companies Act, 1956. The applicant came to know from reliable sources about the pendency of Company Application No. 97 of 2010 before this court. The applicant also came to know that Company Application No. 97 of 2010 and Company Application No. 191 of 2010 have been filed in the captioned company petition by the concerned applicants whereby the applicants of the said application have requested this court to consider their request for the scheme as contemplated under section 391 of the Companies Act, 1956. It is further stated in the said affidavit that the applicant has also come to know that this court has observed that the applicants of Company Application Nos. 97 and 191 of 2010 are more or less interested in purchasing the land, hence, this court inquired from the official liquidator as to what would be the market value of the land in question. The company in liquidation was having total three parcels of land, i.e., Final Plot No. 31 admeasuring 20,487 sq.mtrs., (leasehold land), Final Plot No. 32 admeasuring 36,250 sq.mtrs., (freehold land) and Final Plot No. 33 admeasuring 6,858 sq.mtrs., (freehold land) in Town Planning Scheme No. 18. As per the jantri value, the total value of the said three final plots would come to Rs.125 crores (approximately). As per the jantri value, the total value of the said three final plots would come to Rs.125 crores (approximately). In view of the said opinion of the valuer in respect of the valuation received by the official liquidator, this court had directed the applicants of Company Application Nos. 97 and 191 of 2010 to ascertain as to whether they are ready for Rs.125 crores as market value or not. It is further stated in the said affidavit that the said applicant appeared before this court through their advocate and offered Rs.150 crores for Final Plots Nos. 32 and 33 admeasuring 36,250 sq.mtrs., and 6,858 sq.mtrs., respectively. Since there was no time with the applicant before making the above referred statement through advocate, on August 13, 2010 at the relevant point of time the applicant was not having demand draft. However, this court granted some time and, therefore, a cheque of Rs.15 crores drawn on Dena Bank was tendered in the court and the applicant has requested for some time for depositing the demand draft of Rs.15 crores which could be exchanged by taking the cheque back. 3. It is further stated in the said affidavit that the applicant is ready and willing to purchase the land bearing Final Plots Nos. 32 and 33 admeasuring 36,250 sq.mtrs., and 6,858 sq.mtrs., respectively in total consideration of Rs.150 crores. The price which has been offered by the applicant is much higher than the market value even as per the jantri. As per report of the official liquidator, market value of the three Final Plots Nos. 31, 32 and 33 see Pravinchandra Natvarlal Jani v. O.L. of Omex Investors Ltd. (2011) 162 Comp Cas 544 comes to Rs.125 crores, whereas the applicant has offered Rs.150 crores for Final Plots Nos. 32 and 33 leaving aside Final Plot No. 31 admeasuring 20,487 sq.mtrs. Thus, it was more than clear that the offer of the applicant is genuine and bona fide and the applicant is paying the price which is higher than the market value as per the valuation of the valuer. 4. 32 and 33 leaving aside Final Plot No. 31 admeasuring 20,487 sq.mtrs. Thus, it was more than clear that the offer of the applicant is genuine and bona fide and the applicant is paying the price which is higher than the market value as per the valuation of the valuer. 4. It is further stated in the said affidavit that as per the knowledge of the applicant, total liability of the company is less than Rs.50 crores and, therefore, it would be proper if the present application filed by the applicant is accepted by confirming the sale in favour of the applicant for Final Plots Nos. 32 and 33 for total consideration of Rs.150 crores. It is further stated that if the money of the applicant is deposited with the official liquidator or the court and if the time is consumed in other formalities of sale etc., the applicant would lose huge amount of interest. The applicant of Company Applications Nos. 97 and 191 of 2010 may insist for scheme under section 391 and time may consume in adjudication of their prayer and in such eventuality the present applicant may lose the amount of interest. However, as it was undertaken before the court the applicant is ready and willing to deposit the demand draft of Rs.15 crores to show the bona fides and the applicant is ready and willing to pay the entire amount as per the order, i.e., Rs.150 crores for Final Plots Nos. 32 and 33, if the application of the applicant is allowed. It is further stated that the applicant is ready to pay the total amount within the time frame which may be fixed by the court while allowing the application. 5. Before the averments made in the affidavit filed in support of the judge's summons are considered on their face value and before the said application is decided on merits, on August 25, 2010 Mr. Viral Shah, learned advocate appearing for the present applicant in Company Applications Nos. 5. Before the averments made in the affidavit filed in support of the judge's summons are considered on their face value and before the said application is decided on merits, on August 25, 2010 Mr. Viral Shah, learned advocate appearing for the present applicant in Company Applications Nos. 97 and 191 of 2010 has made the statement before the court that when the applicant was given to understand that the applicant has to deposit Rs.15 crores by way of earnest money deposit (EMD) and the upset price of the property would be fixed for Rs.150 crores and, thereafter, advertisement would be issued and whosoever will make higher offer will get the property, the applicant has said to him that in that case the applicant is not interested and the applicant is not pursuing the application which is filed in the Registry. The court has not accepted the said submission and directed the office to notify the said application on August 27, 2010. On the next returnable date, i.e., August 27, 2010 Mr. S.I. Nanavati, learned senior counsel appeared for the applicant and submitted that the applicant tenders an unconditional apology and the same will be placed in writing on the next date of hearing. The matter was, therefore, adjourned to August 30, 2010. 6. On August 30, 2010, an unconditional apology in writing is tendered by Shri K.G. Bhatia director of the applicant-company wherein it is stated that he tenders his unconditional apology to this court for his act of filing an application by which he offered to purchase the property, description of which is elaborately stated in the application. He has further submitted that under bona fide belief that having offered almost a double price than that of the one which was brought to the notice of this court by the official liquidator, the conveyance deed would be ordered to be executed in favour of the applicant. It is further stated that even in that application while tendering unconditional apology he had contended that by making a payment of Rs.150 crores he was ready and willing to purchase the land bearing Final Plots Nos. 32 and 33 it was brought to his notice by the advocate appearing in the present matter that because of the existing provision of law the court will not order to execute the conveyance deed straightaway without holding a public auction. 32 and 33 it was brought to his notice by the advocate appearing in the present matter that because of the existing provision of law the court will not order to execute the conveyance deed straightaway without holding a public auction. It is further stated that under bona fide belief he has issued a cheque for an amount of Rs.15 crores after having found that the court would not direct execution of a conveyance deed in spite of a fact that he was offering almost the double price than the price which was informed to the court by the official liquidator, he decided to withdraw. It is further stated that even the persons who were going to support for purchasing the property hereinabove had backed out and, therefore, decided to withdraw the application. He has also once again tendered his unconditional apology and sought pardon of this court for consuming valuable time which has resulted from a bona fide mistaken belief on his part. It is further stated that neither he nor any one else has an intention of showing undue favour to any of the applicant whose company applications are pending before this court. 7. It is in the above background of the matter the hearing of Company Application No. 250 of 2010 has taken place. 8. Mr. S.I. Nanavati, the learned advocate appearing for the applicant has submitted that the applicant is quite new to the court proceedings. The applicant had made a bona fide offer to purchase the property in question for Rs.150 crores. However, he was under the bona fide impression that on payment of Rs.150 crores straightaway the sale deed would be executed in his favour. When the correct position was brought to the notice of the applicant that the sale deed would be executed only after following the due procedure as required under the Companies (Court) Rules, 1959, the applicant had decided not to proceed further in the matter and immediately conveyed to his advocate to withdraw the offer as well as the application made by him. He has, therefore, submitted that there is no disregard to this court and the action of the applicant may be pardoned. He has further submitted that by virtue of the offer made by the applicant no prejudice is caused to any one. Neither any advertisement is issued nor any further action is taken by the official liquidator. He has, therefore, submitted that there is no disregard to this court and the action of the applicant may be pardoned. He has further submitted that by virtue of the offer made by the applicant no prejudice is caused to any one. Neither any advertisement is issued nor any further action is taken by the official liquidator. Even the scheme proceedings are also pending and hence the applicant deserves lenient view in the matter. He has further submitted that the applicant has neither committed any contempt of this court nor any offence of perjury. He has further submitted that the cheque was deposited by the official liquidator pursuant to the order of this court. However, there is no liability of the applicant and hence the proceedings under section 138 of the Negotiable Instruments Act, 1881, cannot be initiated against the applicant. It is further submitted that this was the first attempt on the part of the applicant to make an offer and because of the misunderstanding of the applicant, an inconvenience is caused to this court which at the most be compensated by awarding reasonable cost in the matter. He has also made it clear that the applicant does not want to participate in future in any of such auction proceedings before the court. He has, therefore, submitted that the applicant may be permitted to withdraw his offer as well as the application and unconditional apology tendered by the applicant may be accepted or at the most some reasonable cost may be awarded. 9. Mr. Nanavati in support of his submissions relied on the decision of this court in the case of Suo Motu Contempt Proceedings v. Yatin N. Oza decided on August 12, 2006 in Criminal Miscellaneous Application No. 7594 of 2006, wherein suo motu proceedings were initiated against the contemnor, senior advocate and former President of the Bar Association for issuance of press note which contains statements against an Hon'ble judge of this court. An unconditional apology was tendered to the court which was also published in the newspapers. Under these circumstances, it was held that once the Hon'ble judge of this court has shown his magnanimity in spite of such serious allegations and accepted the unconditional apology tendered by the contemnor then there is no reason for the court not to accept his unconditional apology. Under these circumstances, it was held that once the Hon'ble judge of this court has shown his magnanimity in spite of such serious allegations and accepted the unconditional apology tendered by the contemnor then there is no reason for the court not to accept his unconditional apology. It is further held that relations between the Bar and Bench should always remain smooth and cordial. Ultimately suo motu proceedings for contempt were dropped against the contemnor. 10. Mr. Nanavati further relied on the decision of the apex court in the case of Ranveer Yadav v. State of Bihar decided on May 12, 2010 in Criminal Appeal No. 188 of 2009, wherein it is held that under Explanation to section 12(1) of the Act the court may reject an apology if the court finds that it was not made bona fide. Under section 12 it has been made very clear that the apology must be to the satisfaction of the court. Therefore, it is not incumbent upon the court to accept the apology as soon as it is offered. Before an apology can be accepted, the court must find that it is bona fide and is to the satisfaction of the court. However, the court cannot reject an apology just because it is qualified and conditional provided the court finds it is bona fide. It is further held that an apology in a contempt proceeding must be offered at the earliest possible opportunity. A belated apology hardly shows the contrition which is the essence of the purging of a contempt. 11. Having heard learned senior counsel appearing with Mr. Satyam Chhaya and Mr. Viral Shah, learned advocates appearing for the applicant and having gone through the submissions made in the company application as well as an application tendering an unconditional apology in the light of different orders passed by this court on different dates commencing from August 13, 2010 to August 30, 2010 in Company Applications Nos. 97 and 191 of 2010 and in Company Application No. 250 of 2010 it is necessary to have a close look at all these orders viz-a-viz the conduct of the applicant all through out. The very first order was passed by this court on August 13, 2010. The court was considering the scheme proposed by the applicants of Company Applications Nos. 97 and 191 of 2010. Before hearing of the said matter started Mr. The very first order was passed by this court on August 13, 2010. The court was considering the scheme proposed by the applicants of Company Applications Nos. 97 and 191 of 2010. Before hearing of the said matter started Mr. Satyam Chhaya, learned advocate appearing for the present applicant - Jay-Kanan Build Con Pvt. Ltd., made a statement before the court that the applicant makes an offer for Final Plots Nos. 32 and 33 admeasuring 36,280 sq.mtrs., and 6,858 sq.mtrs., respectively which is freehold land for Rs.150 crores. The scheme proposed was for all the three plots, i.e., Final Plots Nos. 31, 32 and 33 and appropriate market value of the said three plots comes to Rs.125 crores as per the valuer's opinion received by the official liquidator. The court, therefore, decided to explore the possibility of putting freehold land for sale fixing the upset price for these two plots for Rs.150 crores and asked Mr. Satyam Chhaya, learned advocate appearing for the present applicant to deposit Rs.15 crores by way of EMD and on that basis an advertisement etc., would be issued. Since demand draft was not ready, a cheque of Rs.15 crores was tendered by the applicant with an understanding that the cheque shall be returned to the applicant only on deposit of the demand draft of Rs.15 crores by way of EMD for the said two plots. The court, therefore, postponed the hearing of these two applications and adjourned to August 20, 2010. The court has also permitted the present applicant to move proper application to this court in this regard making an offer for sale of land for these two plots for Rs.150 crores. 12. Though the present application is ready on August 18, 2010 and though it is duly affirmed on August 18, 2010 it was not filed before the court. On the contrary, Mr. Viral Shah, learned advocate appearing for the applicant has made the statement before the court on August 20, 2010 that because of the death in the family of one of the directors of the company, necessary application could not be moved nor the amount of Rs.15 crores by way of demand draft was deposited with the official liquidator. A request was, therefore, made to keep the matter on August 25, 2010. It was also assured by Mr. A request was, therefore, made to keep the matter on August 25, 2010. It was also assured by Mr. Shah that his client would hand over a pay-slip or demand draft of Rs.15 crores to the official liquidator on or before August 25, 2010. While making all these submissions before the court on August 20, 2010 there is no whisper about the fact that the applicant was given to understand that straightaway the sale deed would be executed in favour of the applicant on deposit of the amount of Rs.150 crores. On the contrary, the order dated August 13, 2010 itself is very clear to the effect that the applicant is required to deposit an amount of Rs.15 crores by way of EMD and upset price would be fixed at Rs.150 crores and on deposit of the draft of EMD of Rs.15 crores, an advertisement etc., would be issued. There is no question of misunderstanding about the order of this court or the communication by the learned advocates to their client up to August 25, 2010. 13. Even on the next returnable date, i.e., August 25, 2010 when neither any application was moved by the applicant nor the amount of Rs.15 crores was deposited by way of demand draft with the official liquidator, the court has passed an order in the first session that no application is moved by the applicant nor any amount of Rs.15 crores by way of demand draft is deposited with the official liquidator. Since no one was present on behalf of the applicant the court was constrained to observe that the learned advocates have no curtsey to remain present before the court at the time when the matter was called out and to convey the decision of the said party to the court. The court was further constrained to observe that the said party as well as the learned advocates appearing for the said party have taken the court proceedings very lightly and their conduct itself indicates a contemptuous act on their part. The court, therefore, before taking any further action or before passing any further order in the matter granted one more opportunity to the said party to indicate as to why they have not acted as per the assurance given to this court on August 13, 2010 as well as on August 20, 2010. The court, therefore, before taking any further action or before passing any further order in the matter granted one more opportunity to the said party to indicate as to why they have not acted as per the assurance given to this court on August 13, 2010 as well as on August 20, 2010. The court has also joined the said party in Company Applications Nos. 97 and 191 of 2010 and its managing director, namely, K.G. Bhatia was directed to remain personally present before the court. The court has further observed that since the cheque of Rs.15 crores was given towards EMD and it was to be replaced by the demand draft and since this has not been done till this date, the official liquidator was directed to deposit the said cheque on that day itself. The court has adjourned the hearing on August 27, 2010 and it was made clear that if the said party would not remain present, the court would take very adverse view in the matter. 14. Before the above order dated August 25, 2010 dictated in the first session was transcribed and signed a request was made by Mr. Viral Shah just before the recess on that day, not to sign the said order and allow him to make his submissions in the second session. Accordingly, in the second session he submitted that the applicant was given to understand that the applicant has to deposit an amount of Rs.15 crores by way of EMD and the upset price of the property would be fixed at Rs.150 crores and, thereafter, advertisement would be issued and whosoever will make higher offer will get the property. When this was communicated to the applicant, the applicant has conveyed to him that he is not interested in pursuing the application which is filed in the Registry. This submission of Mr. Shah did not inspire confidence of the court and hence the order was kept as it was and fixed up the hearing on August 27, 2010. The court has made it very clear in the order dated August 25, 2010 that the applicant is now finding excuses and he wanted to back out from his commitment made before the court. 15. The plea regarding misunderstanding of the court's order was made for the first time on August 25, 2010. The court has made it very clear in the order dated August 25, 2010 that the applicant is now finding excuses and he wanted to back out from his commitment made before the court. 15. The plea regarding misunderstanding of the court's order was made for the first time on August 25, 2010. Before that two orders were passed by the court on August 13, 2010 and August 20, 2010. Even the present company application was duly sworn on August 18, 2010 and it was withheld and absolutely under false pretext not filed before the court though assured to the court on August 13, 2010. Even the averments made in Company Application No. 250 of 2010 make it abundantly clear and specific prayer is made in the judge's summons that the official liquidator may be directed to take appropriate proceedings for confirmation of sale in favour of the applicant by accepting Rs.150 crores towards the total consideration of Final Plots Nos. 32 and 33. The words "appropriate proceedings" speak volumes about the applicant's understanding. If this prayer is to be considered in the light of the order passed by the court on August 13, 2010 clarifying that the amount of Rs.15 crores shall be treated as EMD and upset price is fixed for Rs.150 crores and on that basis the advertisement etc., shall be issued, there is no scope for any misunderstanding by any one. If the applicant really was of the view that on deposit of Rs.150 crores the sale deed would straightaway be executed in his favour, the applicant would have made the prayer seeking direction to the official liquidator to execute the sale deed in his favour. 16. One more aspect which is very relevant and which requires consideration by this court while deciding this application is that though the applicant is not having adequate balance in its bank account, a cheque of Rs.15 crores was issued. After having deposited the said cheque pursuant to the direction of this court, the cheque bounced for want of sufficient funds. This itself shows that there was no genuine or bona fide intention on the part of the applicant. A person who cannot clear a cheque of Rs.15 crores cannot be expected to pay the amount of Rs.150 crores, even if the sale is confirmed and sale deed is executed in his favour. This itself shows that there was no genuine or bona fide intention on the part of the applicant. A person who cannot clear a cheque of Rs.15 crores cannot be expected to pay the amount of Rs.150 crores, even if the sale is confirmed and sale deed is executed in his favour. This is nothing but a lame excuse which cannot be accepted by any one. The applicant through its managing director has virtually made the court proceeding a mere farce. When the court has taken the strict view in the matter on August 25, 2010, an unconditional apology was tendered in writing on August 30, 2010 wherein it is stated that even the persons, who were going to support for purchasing the property had backed out and expressed their inability to purchase the property at a price which was offered by the applicant. While making the offer before the court on August 13, 2010, it was nobody's case that the offer was made by him on the basis of someone else's support. Even the averments made in the unconditional apology are very vague and nobody's name is mentioned. 17. Considering the entire facts and circumstances of the case the court is of the view that after making an offer before the court on August 13, 2010 some pressure might have been brought on the applicant either by the applicants of Company Applications Nos. 97 and 191 of 2010 or by somebody else. In the absence of any proof or evidence in this regard it is difficult to arrive at any conclusion but such shift in the approach of the applicant would not have been noticed but for some external pressure or reward of any kind which might have been received from someone in the matter. Be that as it may, the court is of the view that there was no genuine or bona fide offer made by the applicant. The explanation tendered subsequently is not trustworthy nor is it acceptable. The applicant has created in-roads in the court proceeding and it clearly amounts to a contempt of court. The Registry is, therefore, directed to initiate suo motu contempt proceedings against the applicant-company and its directors and place it before the court taking up contempt matters. The explanation tendered subsequently is not trustworthy nor is it acceptable. The applicant has created in-roads in the court proceeding and it clearly amounts to a contempt of court. The Registry is, therefore, directed to initiate suo motu contempt proceedings against the applicant-company and its directors and place it before the court taking up contempt matters. Knowing fully well about the court proceeding and orders passed by this court, the director of the applicant-company Shri K.G. Bhatia has filed a false affidavit before this court and hence it amounts to perjury and the Registry is directed to initiate proceedings for perjury against the company and its director, Shri K.G. Bhatia. 18. The court has directed the official liquidator to deposit the cheque of Rs.15 crores which was deposited and bounced. This was towards the EMD and if the person makes an offer and backs out, the EMD is required to be forfeited. Thus, the applicant was liable to discharge its liability to the extent of EMD required to be deposited with the official liquidator and since the cheque was given towards discharge of that liability and bounced, the applicant has prima facie committed an offence under section 138 of the Negotiable Instruments Act. The official liquidator is, therefore, directed to issue notice under section 138 and file criminal complaint, if so required against the applicant-company as well as its directors. 19. The applicant has misused the court proceeding for whatever reason or gain and hence the applicant and its director cannot be trusted in any auction proceedings of this nature. The official liquidator is, therefore, directed not to entertain or accept any offer which may be made by the applicant and/or its directors in future for purchase of the property through court auction. Necessary advertisement to this effect shall be issued in two newspapers, namely, Indian Express English daily and Divya Bhaskar Gujarati daily, both Ahmedabad editions, so that in future either any court or any institution or Governmental agency may not be cheated in this manner. 20. It is, however, made clear that the observations by this court in its order dated August 25, 2010 passed in Company Applications Nos. 97 of 2010 and 191 of 2010 in relation to learned counsels Mr. Satyam Chhaya and Mr. Viral Shah and reference thereto in the present order should not be treated as carrying any adverse impression or remark against them. 97 of 2010 and 191 of 2010 in relation to learned counsels Mr. Satyam Chhaya and Mr. Viral Shah and reference thereto in the present order should not be treated as carrying any adverse impression or remark against them. The said observations were confining only to the fact that they could not remain present on that occasion. However, considering their explanation with apology tendered subsequently the court did not find anything adverse against them. 21. In view of the above order, unconditional apology tendered by the applicant is not accepted by the court. Subject to the above observations and directions this application is accordingly disposed of. 22. On pronouncement of the judgment Mr. Nanavati, prays for stay against the implementation of the order and judgment. Considering the facts and circumstances of the case the request is rejected.