Judgment :- 1. On 20.5.1980, the State Industries Promotion Corporation of Tamil Nadu Limited ("SIPCOT" for short) allotted land measuring 1.66 acres at plot No.138, SIPCOT Industrial Complex, Phase-I, Hosur on lease cum sale basis to the first petitioner. 2. On 12.6.1980, SIPCOT executed lease cum sale deed in favour of the first petitioner, relating to the aforesaid allotment of land. After expiry of 5 years lease period, the first petitioner is entitled for sale deed in his favour. 3. The first petitioner sent a letter dated 8.5.1995 requesting the SIPOT to execute the sale deed and also made similar request on various occasions. 4. The SIPCOT refused to execute the sale deed stating that a case was pending before the CESTAT relating to the Central Excise dues payable by the first petitioner, though the CESTAT decided the issue in favour of the first petitioner on 6.1.2005. Hence, the first petitioner filed writ petition in W.P.No. 22230 of 2009 praying for a direction to the respondents to execute the sale deed in favour of the first petitioner. The submission made by the SIPCOT before this court is that the Central Excise Department took up the matter before the Apex Court against the order of the CESTAT and the same was pending before the Apex Court. The said submission was rejected by this court and the writ petition was allowed by order dated 24.2.2010 directing the SIPCOT to execute the sale deed on or before 31.3.2010. Thereafter, the SIPCOT executed sale deed on 2.8.2010 in favour of the first petitioner. 5. The first petitioner sent a letter dated 4.12.2010 to the SIPCOT requesting No Objection Certificate for the sale of the Company and in the said letter, he has stated that the company is under loss and therefore, he intended to sell the property. In the said letter, he identified the buyer, who is the second petitioner. The second petitioner sent a letter dated 4.12.2010 expressing his intention to purchase the plant and machinery of the first petitioner for industrial purpose. 6. The SIPCOT sent a letter dated 11.1.2011 to the first petitioner directing him to furnish various details of the proposed purchaser viz., the second petitioner. 7. The first petitioner sent a letter dated 15.2.2011 giving all the particulars required by the SIPCOT. 6. The SIPCOT sent a letter dated 11.1.2011 to the first petitioner directing him to furnish various details of the proposed purchaser viz., the second petitioner. 7. The first petitioner sent a letter dated 15.2.2011 giving all the particulars required by the SIPCOT. The first petitioner thereafter sent another letter dated 10.3.2011 to the SIPCOT seeking No Objection Certificate and also intimated that all the dues were settled by him. But, there was no action on the part of the respondents. 8. In such circumstances, the first petitioner executed a sale deed in favour of the second respondent on 20.5.2011. The first petitioner sent a letter dated 20.6.2011 to the SIPCOT to ratify the sale deed executed in favour of the second petitioner by the first petitioner and explained his financial difficulties which compelled him to execute the sale deed in favour of the second petitioner. The first petitioner again sent a reminder dated 29.8.2011 relating to ratification. While so, the SIPCOT passed the impugned order dated 12.9.2011 rejecting the request of the first petitioner for ratification of the sale deed executed by him in favour of the second petitioner. 9. The order dated 12.9.2011 of the first respondent/SIPCOT is put to challenge in this writ petition. 10. A counter affidavit is filed by the respondents refuting the allegations. 11. It is averred that as per the sale deed dated 12.6.1980, the respondents have right of pre-emption. It is also averred that the first petitioner intimated to the respondents after the sale was over. 12. Heard both sides. 13. The learned counsel for the petitioners submits that the first petitioner wrote a letter dated 4.12.2010 to the SIPCOT expressing his intention to sell the property as he was incurring loss in the business. He also stated that he identified the second petitioner as the prospective buyer. The letter dated 4.12.2010 of the second petitioner expressing his intention to purchase the plant and machinery of the first petitioner for industrial purpose was also sent to the respondents. It is submitted that the respondents sent a letter dated 11.1.2011 to the first petitioner directing him to furnish all the details of the proposed purchaser and the same was furnished by the first petitioner along with letter dated 15.2.2011. It is submitted that the respondents sent a letter dated 11.1.2011 to the first petitioner directing him to furnish all the details of the proposed purchaser and the same was furnished by the first petitioner along with letter dated 15.2.2011. The learned counsel contends that the respondents nowhere objected for the sale to the second petitioner and the respondents nowhere stated that they intended to buy the properties by invoking the pre-emption clause in the sale deed dated 12.6.1980. It is further submitted that the petitioner wrote letter dated 4.12.2010 seeking the respondents to issue no objection certificate and also intimated that all the dues were settled by him. Since there was no reply from the respondents, the first petitioner executed a sale deed in favour of the second petitioner on 02.05.2011. Even then, he made it clear in the sale deed that the respondents could still invoke the pre-emption clause as per the sale deed dated 2.8.2010 and the second petitioner agreeable is for the same. He further submits that the reason given in the impugned order dated 12.09.2011 is that Customs and Exercise Department has preferred appeal to the Apex Court against the order of the CESTAT. According to him, the said reason is not available to the respondents, as the same was rejected by this court in the order dated 24.2.2010 in W.P.No.22230 of 2009. In any event, it is submitted that the rights of the SIPCOT are nowhere affected as the first petitioner executed the sale to the second petitioner subject to the condition that the SIPCOT could exercise its right of preemption as per the sale deed dated 02.08.2010. It is submitted that the respondents shall ratify the sale deed and they shall give no objection certificate and they could not pass the impugned order without application of mind. 14. On the other hand, the learned counsel for the respondents has submitted that the impugned order was passed by the first respondent based on the legal opinion and therefore, the first respondent could not be faulted for passing the impugned order. Further, it is submitted that in the event of this court quashing the order dated 12.9.2011, the matter may be remanded to the authorities to pass appropriate orders. 15. I have considered the submissions made on either side. 16. Further, it is submitted that in the event of this court quashing the order dated 12.9.2011, the matter may be remanded to the authorities to pass appropriate orders. 15. I have considered the submissions made on either side. 16. The SIPCOT executed a lease deed dated 12.6.1980 in favour of the first petitioner relating to the allotment of land at plot No.138, SIPCOT Industrial Complex, Phase-I, Hosur. As per the terms of the lease cum sale deed, after expiry of 5 years period, the first petitioner is entitled for sale deed in his favour. But, the SIPCOT refused to execute the sale deed on the ground that some proceedings are pending between the Customs and Exercise Department and the first petitioner. Hence, the petitioner approached this court by filing W.P.No. 22230 of 2009 praying for a direction to the respondents to execute the sale deed in favour of the first petitioner. The said writ petition was allowed on 24.2.2010 The submission made by the SIPCOT was that the Central and Exercise Department took up the matter before the Apex Court against the order of the CESTAT and the same was pending and therefore, they could not execute the sale deed. The submission made by the SIPCOT was rejected by this court in W.P.No. 22230 of 2009. Paragraph Nos.3 and 4 of the order made in W.P.No. 22230 of 2009 are extracted hereunder:- "3. Heard the learned counsel appearing for the petitioner as well as the respondent. It is not in dispute that the petitioner was allotted the plot on lease-cum-sale basis. For the said purpose, the lease-cum-sale-agreement dated 12.6.1980 was also entered into and based on the said lease-cum-sale agreement, the petitioner is entitled to the registration of the sale deed once he pays the entire sale amount as per the conditions stipulated in the agreement. The petitioner appears to have complied with those conditions and in spite of the same, the sale deed has not been executed and the only reason shown by the respondent is the pendency of proceedings before the Supreme Court concerning Central Excise Department and the petitioner. 4. In my opinion, the said proceedings cannot be put against the petitioner for executing the sale deed in his favour despite compliance of the conditions stipulated in the agreement. 4. In my opinion, the said proceedings cannot be put against the petitioner for executing the sale deed in his favour despite compliance of the conditions stipulated in the agreement. Hence, the writ petition is ordered with a direction to the respondent to execute the sale deed in favour of the petitioner in respect of the plot in question provided the petitioner has, in fact, paid all the instalments in time and if there is no other legal impediment for such execution of the sale deed. The execution of sale deed is further subject to the payment of other charges like, water charges, maintenance charges, if any, which are payable by the petitioner. The above exercise shall be completed on or before the end of March 2010. the petitioner is also entitled to produce a copy of this order to the respondent for compliance." 17. Thereafter, a sale deed dated 2.8.2010 was executed by the SIPCOT in favour of the first petitioner. The first petitioner wrote a letter dated 04.12.2010 to the SIPCOT expressing his inability to continue with production and intended to sell the property. He also stated that he identified the buyer. A letter dated 04.12.2010 expressing willingness from the proposed buyer was also sent to the SIPCOT. But, the SIPCOT did not choose to exercise the pre-emption clause in the sale deed dated 02.08.2010. 18. On the other hand, the SIPCOT sent a letter dated 11.1.2011 to the first petitioner directing him to furnish various details of the proposed purchaser to satisfy themselves as to whether the proposed purchaser has an intention to carry on the industrial activity, since the plot was allotted to the first petitioner for the purpose of carrying out industrial activity. 19. Accordingly, the first petitioner sent a letter dated 15.2.2011 giving all the particulars relating to the second petitioner as required by the SIPCOT. 20. Thereafter, the first petitioner sent another letter dated 10.3.2011 seeking for no objection certificate and also intimated that all the dues were settled by him. In the said circumstances only, the first petitioner executed a sale deed dated 20.5.2011 in favour of the second petitioner. 20. Thereafter, the first petitioner sent another letter dated 10.3.2011 seeking for no objection certificate and also intimated that all the dues were settled by him. In the said circumstances only, the first petitioner executed a sale deed dated 20.5.2011 in favour of the second petitioner. Even in the said sale deed, the following clause is extracted:- "The vendee shall enjoy the schedule property absolutely as per the recitals in the registered Sale deed dated 02.08.2010 (Registered as Document Number 8196/2010, Sub Registrar Office, Hosur) subject to the terms and conditions imposed by SIPCOT and also undertaking to be given by the vendee to the SIPCOT and also subject to the right of pre-emption reserved by SIPCOT as per the Sale Deed dated 02.08.2010 (Registered as Document Number 8196/2010, Sub Registrar Office, Hosur). In all other respects, the vendee shall enjoy the schedule property absolutely with all rights of ownership." 21. Therefore, I do not find any fault with the first petitioner. He acted bona fidely. The SIPCOT never expressed its intention to invoke the pre-emption clause. But, the impugned order dated 12.9.2011 was passed rejecting the request of the first petitioner for ratification of the sale deed dated 20.5.2011 and for no objection certificate. The impugned order dated 12.9.2011 is extracted hereunder:- "With reference to your letter cited, we regret to inform you that your request for ratification of sale of Plot No.138/1.66 in favour of "M/s. Snam Alloys (P) Ltd" and NOC for the same could not be considered, since the Customs and Central Excise Department, Chennai preferred Special Leave Petition before the Supreme Court of India, aggrieved by the order passed in appeal No.E 447 to 449/2003 by the Customs Excise Appellate Tribunal. which is pending before the Supreme Court of India." 22. The only reason given in the impugned order is pendency of the appeal preferred by the Customs and Exercise Department before the Apex Court. 23. In my view, the same could not be the reason for refusing to ratify or to issue the no objection certificate, particularly, when this court passed an order dated 24.2.2010 in W.P.No.22230 of 2009 holding that the pendency of case between the first petitioner and the Customs and Exercise Department has nothing to do with the execution of the sale deed by the SIPCOT in favour of the first petitioner. The same reason would apply now also. 24. The same reason would apply now also. 24. Admittedly, the SIPCOT has not stated its intention to invoke pre-emption clause. But, the only reason given is the pendency of the case preferred by the Customs and Excise Department against the order of the CESTAT before the Apex Court. Therefore, the impugned order is liable to be quashed. Accordingly, the same is quashed. The matter is remitted back to the first respondent to decide about the ratification as well as the issuance of no objection certificate and pass fresh orders in accordance with law, within a period of six weeks from the date of receipt of a copy of this order. 25. The writ petition is allowed on the above terms. No costs. Consequently, connected miscellaneous petition is closed.