JUDGMENT 1. - This petition has been filed by two companies one M/s. Sahayog Silk Mills Pvt. Ltd., petitioner No.1 (hereinafter 'M/s. Silk Ltd.') and another apparently its sister concern M/s. Sahayog processors Pvt. Ltd., petitioner No.2, (hereinafter 'M/s. process Ltd.') with the prayer that the letter dated 17.09.2008, whereby the Rajasthan State Industrial Development and Investment Corporation (hereinafter 'RIICO') informed the petitioner No.1-M/s. Sahayog Silk Mills Pvt. Ltd.- that the sale letter dated 06.12.2007 for the assets of M/s R.K. Texcon (India) Ltd., Chittorgarh Road, Village Guwardi, Bhilwara (hereinafter 'M/s. Texcon Ltd.') had been cancelled and the earnest money of Rs. 2 lakhs deposited forfeited, be quashed and set aside. It has also been prayed that the subsequent advertisement dated 05.08.2009 issued by the RIICO inter alia for sale of assets of M/s. Texcon Ltd. also be quashed and set aside and RIICO be directed to handover the possession of the assets (land, building, plant and machinery) of M/s. Texcon Ltd. to the petitioner after accepting the balance amount of Rs. 56 lakhs. 2. The facts of the case are that RIICO invited bids for the sale of the assets of M/s. Texcon (India) Ltd. in its possession under Section X29 of the State Financial Corporation Act, 1951 vide advertisement published in various newspapers including Dainik Bhaskar, Jaipur Edition, on 14.06.2007. The said advertisement inter alia provided that the purchaser/s of the assets of M/s. Texcon Ltd. would not be required to pay separately any outstanding dues to the State Government towards Electricity dues (including that of the electricity distribution companies), Commercial Tax, State Excise, PHED, Transport, Land & Building Tax, Industries etc. except IPI dues of the Corporation regarding land. The advertisement however provided that the more detailed terms and conditions for the sale of the assets of M/s. Texcon Ltd. could be obtained either from the concerned Regional Manger / Senior Regional Manager or from RIICO's website or from the Sr. Deputy General Manger (F&R), RIICO. A condition precedent for the participation in the bid was a deposit of Rs. 2 lakhs in favour of RIICO payable at Jaipur as earnest money. The sale was to be on "as is where is basis". 3. Deputy General Manger (F&R), RIICO. A condition precedent for the participation in the bid was a deposit of Rs. 2 lakhs in favour of RIICO payable at Jaipur as earnest money. The sale was to be on "as is where is basis". 3. The petitioner No.1, M/s. Silk Ltd., Interested in the purchase of the assets of M/s. Texcon Ltd., approached RIICO for purchasing the fixed assets (Land, Building and Plants) of M/s. Texcon Ltd. by a sealed bid offered Rs. 35.51 lakhs after having deposited the requisite earnest money of Rs. 2 lakhs on 16.07.2007. The sealed bid of M/s. Silk Ltd. and other eligible bidders was opened. There is no dispute that RIICO thereafter proceeded to negotiate raising the bid price amongst the eligible bidders who had made their bids. M/s. Silk Ltd. thereupon made an enhanced offer of Rs. 58 lakhs for the purchase of the assets of M/s. Texcon Ltd. to be paid on cash down basis on the standard terms and conditions of RIICO. The case of the petitioner, M/s. Silk Ltd., is that it was specifically put to RIICO at the time of finalisation of petitioner's highest offer of Rs. 58 lakhs for the purchase of assets of M/s. Texcon Ltd. as to whether it would be required to pay the dues of other Departments. It was submitted that however "nothing was revealed" to the company but it was assured that RIICO would revert at the earliest on the issue of "other dues". 4. Further the case of the petitioner is that after 16.07.2007, it time and again contacted RIICO requiring it to execute the sale letter for the assets In issue, but without avail. It was submitted that finally on 06.12.2007, RIICO issued a letter of acceptance bearing No.F&R/R-545 stating that the offer of the petitioner for the purchase of entire fixed assets of M/s. Texcon Ltd. on cash down basis had been accepted. According to the petitioner-Company No.1, the letter of acceptance dated 06.12.2007 was however improperly drafted in seeking to add conditions Nos.6 & 9 therein which inter alia arbitrarily made the petitioner-Company No.1 additionally liable for the discharge/payment of the outstanding dues of Central Excise Deptt./ Central Government Department/ Agencies, against/ related to M/s. R.K. Texcon (India) Ltd. and / or its assets. The purchaser, M/s. Silk Ltd., was either to submit no outstanding/ no dues certificate from Central Excise Department in this regard or instead indemnify the Corporations from such liability towards payment of dues of Central Government Department by providing a proper Indemnity Bond in respect of Central Excise Liability/ other Central dues to the satisfaction of the corporation prior to handing over / taking over of possession of the fixed assets of M/s. Texcon Ltd. It has been averred in the petition that the said condition was beyond the first conditions of the bid as set out in the advertisement dated 14.06.2007. Condition No.9 required that in the event the petitioner-Company No.1 were to seek conveyance of the fixed assets for which it had made the highest bid in favour of any other company / entity formed by it for the purpose, the Corporation was to be informed of the name of such new entity at the earliest. According to the petitioner-Company No.1, the aforesaid conditions, more particularly condition No.6, could not have been incorporated in the letter of acceptance dated 06.12.2007 and tantamounted to a variation of contract as per the original terms and conditions agreed to between the the petitioner-Company No.1 and the RIICO. It has been submitted that the acceptance of earnest money of Rs. 2 lakhs had entailed freezing of the terms and conditions of the bid as indicated in the advertisement dated 14.06.2007 and there could be no deviation therefrom. 5. The case of the petitioner-Company No.1 is that following the letter of acceptance dated 06.12.2007, it incorporated a company in the name and style of M/s. Sahayog processors Pvt. Ltd., petitioner No.2 herein, and informed RIICO accordingly on 20.12.2007. It has been submitted that thereafter a letter dated 20.12.2007 was sent to RIICO requesting it to issue a sanction letter with regard to the sale of assets of M/s. Texcon Ltd. in the name of M/s. Sahyog processors Pvt. Ltd., but to no avail. Repeated reminders dated 20.01.2008, 10.03.2008, 26.03.2008 and 23.04.2008 on the issue also remained unaddressed. It was submitted that the remainder amount of Rs. Repeated reminders dated 20.01.2008, 10.03.2008, 26.03.2008 and 23.04.2008 on the issue also remained unaddressed. It was submitted that the remainder amount of Rs. 56 lakhs payable to RIICO for the purchase of the assets of M/s. Texcon Ltd. was not deposited for lack of required clarification by RIICO on condition No.6 of the letter of acceptance dated 06.12.2007 and no confirmation of the sale in the name of M/s. Sahayog processor Pvt. Ltd. A legal notice dated 21.08.2008 was stated to have followed under the hand of the counsel for the petitioner No.1, M/s. Silk Ltd., ventilating the company's grievances with regard to the purportedly unlawful condition No.6 incorporated in the letter of acceptance dated 06.12.2007 and the failure of RIICO to communicate that the bid had been accepted in the name of M/s. process Ltd. as against the original bidder M/s. Silk Ltd. on option having been exercised as per condition No.9 of the letter of acceptance. It was stated that vide letter dated 23.08.2008, RIICO informed M/s. Silk Ltd. that the payment of the remaining sale consideration of Rs. 56 lakhs (aside of Rs. 2 Iakhs deposited as earnest money) had to be made within seven days under the letter of acceptance dated 06.12.2007 but had not been made. The petitioner-Company No.1 was required to deposit the amount due along with interest within seven days of the letter failing which RIICO would withdraw the offer of sale and cancel the sale in accordance with the standard terms and conditions of sale and the letter of acceptance. The petitioner was advised that the matter of excise and other central dues against M/s. Texcon Ltd. could only be resolved, in accordance with the standard terms and condition of sale, either by settling the dues with the Central Excise Department and obtaining a NOC therefor or submitting an indemnity bond in favour of the RIICO against any outstanding in regard thereto. It was pointed out by RIICO that the conveyance in favour of M/s. process Ltd. could only be executed once the purchaser i.e. petitioner- Company No.1 deposited the entire amount of the sale consideration with RIICO in terms of the conditions of the sale. It was pointed out by RIICO that the conveyance in favour of M/s. process Ltd. could only be executed once the purchaser i.e. petitioner- Company No.1 deposited the entire amount of the sale consideration with RIICO in terms of the conditions of the sale. It has been submitted that thereafter vide letter dated 17.09.2008, RIICO proceeded to cancel the sale in favour of the petitioner M/s. Silk Ltd. The cancellation was followed by an advertisement in a vernacular newspaper i.e. Dainik Bhaskar' Jaipur edition of 05.08.2009 inviting bids afresh for the sale of assets of M/s. Texcon Ltd. In the conspectus of the aforesaid facts, this writ petition has been filed. 6. It has been submitted that new condition No.6 in RIICO's letter of acceptance dated 06.12.2007 was wholly illegal, arbitrary, unjust and against / contrary to the terms and conditions mentioned in the advertisement dated 14.06.2007. It was further submitted that the petitioner having deposited Rs. 2 lakhs as earnest money and having made the highest bid in the course of negotiation with RIICO and duly accepted by RIICO, the petitioner M/s. Silk Ltd. was entitled to issue of a formal sale letter of acceptance in favour of M/s. process Ltd. following the exercise of the option under the letter dated 16.12.2007 and the remainder bid amount of Rs. 56 lakhs would have been paid thereon. It was submitted that the RIICO was in breach of its obligation both on count of not having issued a letter in favour of M/s. process Ltd. in spite of a categorical option given to the petitioner M/s. Silk Ltd. and also on account of requiring the petitioner M/s. Silk Ltd. either to settle outstanding dues of the central Excise Department and/or Central Government Departments and obtain a NOC therefor or otherwise execute an indemnity bond in favour of RIICO indemnifying it from any demands made with- regard to outstanding dues of M/s. Texcon Ltd. by Central Government Departments. It has been submitted that the cancellation of highest bid of the petitioner M/s. Silk Ltd. under the letter dated 17.09.2008 was adding insult to injury inasmuch as RIICO itself being in breach of its reciprocal obligations could not attribute the breach to the petitioner M/s. Silk Ltd. and proceed to cancel the sale of the assets of M/s. Texcon Ltd. It has been submitted that In spite of formation of a new company in terms of clause 9 of the letter dated 06.12.2007, RIICO acted arbitrarily in insisting that the new company i.e. M/s. Sahyog processor Pvt. Ltd. would come into the picture only at the time of execution of the sale-deed which In turn would only be subsequent to compliance with condition No.6 of the letter of acceptance.- It has been submitted that a concluded contract having been arrived at between the petitioner- Company No.1 and RIICO on an offer price of Rs. 58 lakhs having been duly accepted, it was not open for RIICO to attempt to sell the assets, over again over which the petitioner-Company No.1 had a right, to another party through the subsequent advertisement dated 05.08.2009. It has been submitted that there was no condition in the advertisement issued on 14.06.2007 by which the petitioner M/s. Silk Ltd. would be liable for the payment of dues of Central Excise Department / Central Government Department / agencies and condition No.6 in this regard was for the first time imposed unilaterally by RIICO unlawfully in the letter of acceptance dated 06.12.2007. It was submitted that the condition No.6 objected to repeatedly by the petitioner was not deleted from the letter of acceptance dated 06.12.2007 consequent to which the petitioner was unable to make payment of the remainder of bid amount of Rs. 56 lakhs. And thereafter the highest bid of the petitioner was illegally cancelled and earnest money of Rs. 2 lakhs arbitrarily forfeited. 7. Mr. R.D. Rastogi, appearing for the petitioner- M/s. Silk Ltd., has submitted that RIICO was bound by the terms of the sale as notified in the advertisement dated 14.06.2007. 56 lakhs. And thereafter the highest bid of the petitioner was illegally cancelled and earnest money of Rs. 2 lakhs arbitrarily forfeited. 7. Mr. R.D. Rastogi, appearing for the petitioner- M/s. Silk Ltd., has submitted that RIICO was bound by the terms of the sale as notified in the advertisement dated 14.06.2007. He submits that the letter dated 06.12.2007, seeking to incorporate conditions, not a part of the advertisement dated 14.06.2007 whereby bids were invited from prospective applicants, was not in the nature of an acceptance, but partook the character of a counter offer, which the petitioner-company No.1 was entitled either to accept or reject. It has been submitted that as a statutory authority, RIICO could not have acted arbitrarily and seek to impose additional conditions on the petitioner-M/s. Silk Ltd. as the highest bidder after the event of price finalisation. Counsel has submitted that condition No.6, in the letter of acceptance dated 06.12.2007, holding the petitioner-Company as highest bidder liable to pay the outstanding due of the Central Government Departments including the Central Excise Department was not enforceable. It has been submitted that even otherwise RIICO was in default in failing to act upon the option exercised by the petitioner-M/s. Silk Ltd. In terms of condition No.9 of the letter of acceptance dated 06.12.2007 whereby the petitioner-Company incorporated another company in the name of M/s. Sahayog processor Pvt. Ltd. and yet RIICO failed to issue a letter of acceptance in the name of newly incorporated entity. Counsel submits that in the facts on record, breach of contract was attributable to RIICO and not to the petitioner-Company. Section 51 of the Indian Contract Act, 1872 (hereinafter 'the Act of 1872') has been referred to and invoked to argue that the RIICO being in default of its reciprocal obligation under the contract which was to be first purportedly performed, no breach could be found against the petitioner-Company in not depositing the remainder of the agreed amount of Rs. 58 lakhs i.e. Rs. 56 lakhs. It has been submitted that consequently the letter of cancellation dated 17.09.2008 issued by RIICO for alleged breach of the conditions of the letter of acceptance dated 06.12.2007 was wholly illegal, arbitrary and deserved to be quashed and set aside. Mr. R.D. Rastogi in support of his submission has relied upon the judgments of the Hon'ble Supreme Court in the cases of Century Spinning & Manufacturing Co. Mr. R.D. Rastogi in support of his submission has relied upon the judgments of the Hon'ble Supreme Court in the cases of Century Spinning & Manufacturing Co. Ltd. and another v. The Ulhasnagar Municipal Council and another [ 1970 (1) SCC 582 ] and LIC of India and another v. Consumer Education & Research Centre and others [ (1995) 5 SCC 482 ] . 8. Reply to the writ petition has been filed on behalf of RIICO. It has been submitted that the advertisement dated 14.06.2007 inviting bids for the sale of assets of M/s. Texcon Ltd. specifically mentioned that the detailed standard terms and conditions for the sale could be obtained either from the concerned Regional Manager/ Sr. Regional Manager or from website of RIICO or from the Sr. Deputy General Manager (F&R), RIICO. It has been submitted that the standard terms and conditions for the sale of assets by RIICO clearly stipulated that the Central Government / Central Excise dues against the unit, assets of which were being sold, were to be liability of the purchaser. It has been further stated that the proposal submitted by the petitioner M/s. Silk Ltd. was on standard terms and conditions of the sale of assets by RIICO. The petitioner-Company was not to pay outstanding dues of State Government's Department towards due - electricity charges but the liabilities and dues of the Central Government and/or Central Excise Department were clearly to be discharged by the purchaser under the standard terms and conditions of the bid for the sale of assets of M/s. Texcon Ltd. It has been submitted that the petitioner had submitted a proposal with an offer of Rs. 58 lakhs on cash down basis on standard terms and conditions of the RIICO and that a Director of the petitioner M/s. Silk Ltd. had indeed read the standard terms and conditions of sale by RIICO prior to the bid process and even put his signature on the same as evidence of his acceptance thereof. A photostat copy of terms and conditions containing the signature of the Director of the petitioner-Company has been annexed to the reply as annexure R-1. 9. A photostat copy of terms and conditions containing the signature of the Director of the petitioner-Company has been annexed to the reply as annexure R-1. 9. The further case of RIICO is that quite clearly, the writ petition In these circumstances Is evidently based on misleading facts and a false assertion that it was not the liability of the purchaser to settle the outstanding / liability of Central Government Departments including the Central Excise Department. It was then submitted that RIICO had issued the sale letter with regard to the purchase of assets of M/s. Texcon Ltd. to M/s. Silk Ltd. on 06.12.2007 rightly incorporating condition No.6. It was also submitted that a Director of the petitioner M/s Silk Ltd. had signed the said letter of acceptance on 28.12.2007 without any objection only noting that RIICO had been informed that the fixed assets of M/s. Texcon Ltd. would be purchased in the name of new company M/s. process Ltd. As per letter of acceptance dated 06.12.2007, the sale consideration was required to be deposited within 30 days of the issuance of the letter failing which the acceptance withdrawn and the earnest money liable to be forfeited. In the aforesaid facts, it has been submitted that unless the whole sale consideration agreed upon was deposited by the highest bidder, no request of the petitioner-Company No.1 for the issue of letter of acceptance in the name of its nominee, M/s. process Ltd., petitioner-Company No.2, was acceptable. In the aforesaid facts, it has been submitted that there was no right to require the issue of a fresh letter of acceptance of sale in favour of M/s. process Ltd. Only after deposition of the sale consideration and on satisfaction of other terms and conditions of the letter of acceptance dated 06.12.2007, assets of M/s. Texcon Ltd. could have been conveyed in the name of newly incorporated company M/s. process Ltd. as the nominee of the original bidder / purchaser. It has been submitted that in the overall facts of the case, the petitioner- Company having failed to make the deposit of outstanding dues of Rs. It has been submitted that in the overall facts of the case, the petitioner- Company having failed to make the deposit of outstanding dues of Rs. 56 lakhs within 30 days of the letter of acceptance dated 06.12.2007 and even thereafter having failed to avail of the indulgence of the RIICO for several months while remaining intransigent without just cause, RIICO had no option except to cancel the sale under its letter dated 17.09.2008 and forfeited the earnest money of Rs. 2 lakhs in terms of the conditions. Advertisement anew for the sale was only a consequence to effectuate RIICO's rights in law to the liquidate assets of a borrower in default in its possession to recover its outstandings. 10. Mr. Anurag Sharma, appearing for RIICO, has submitted that the case set up by the petitioner-M/s. Silk Ltd. with regard to the condition No.6 of the letter of acceptance dated 06.12.2007 being foreign to the terms and conditions of the bid is a clear case of suppressio veri and suggestio falsi. It has been submitted that the terms and conditions of the bid invited from prospective bidders for the sale of assets of M/s. Texcon Ltd. the advertisement dated 14.06.2007 was conclusive and it was quite categorically and clearly stated therein that the bid Inter alia would also be subject to the standard terms and conditions of sale of assets by RIICO. Counsel submits that in fact a Director of the petitioner-M/s. Silk Ltd. had Indeed read and signed as token of acceptance on the standard terms and conditions of tender/ auction by RIICO which inter alia provided that "the bidder / purchasers will be responsible for payment of dues of Central Government Departments/ Agencies, separately." He further submits that the letter of acceptance dated 06.12.2007 was duly accepted on 28.12.2007 by the Director of the petitioner-M/s. Silk Ltd. in person wherein in spite of condition No.6, now sought to be impugned before this Court, the said condition was not rightly objected to. The only noting by the company Director on the receipt of the letter of acceptance dated 06.12.2007 was with regard to RIICO being informed of the Incorporation of a new entity in the name of M/s. Sahayog processor Pvt. Ltd. to which in terms of condition No.9 of the letter of acceptance dated 06.12.2007 the assets of M/s. Texcon Ltd. were to be finally conveyed. It was then submitted by counsel that there was no obligation on part of RIICO to issue a fresh letter of acceptance as issued on 06.12.2007 in favour of M/s. process Ltd. because the right of the highest bidder to nominate another entity for the purpose of conveyance of the assets of M/s. Texcon Ltd. would have only arisen subsequent to the compliance by the highest bidder, in this case the petitioner-M/s. Silk Ltd., with the terms and conditions of the letter of acceptance dated 06.12.2007 to the satisfaction of RIICO. Counsel has further submitted that there is no question of Section 51 of the Act of 1872 pertaining to performance of reciprocal promises applying to the facts of the present case and the submission of the petitioner's counsel in this regard are without foundational pleadings, a mere desperate afterthought not even otherwise sustainable in the facts of the case. It has been submitted that in the transaction at hand, RIICO was a promisee simplicitor having accepted the proposal of M/s. Silk Ltd. as the promisor its highest offer of its bid for Rs. 58 lakhs in the aggregate for the assets of M/s. Texcon. 11. Perused the petition and reply thereto. Heard the counsel for the petitioner-M/s. Silk Ltd. and the respondent-RIICO. Considered. 12. In my considered opinion, from the facts on record, the writ petition is viliated on the ground of misjoinder of parties. It appears that intially the writ petition was filed in the name of M/s. Sahayog Silk Mills Pvt. Ltd. alone as the highest bidder (duly accepted) for the purchase of assets of Ml's. Texcon Ltd. Subsequently, by way of amendment, M/s. Sahayog processors Pvt. Ltd. also appears to have been impleaded as a co-petitioner. In my considered opinion, M/s. process Ltd. is a complete strange to the proceedings inasmuch as the bid was made by the petitioner-M/s. Silk Ltd. M/s. process Ltd. only appears a newly incorporated company in terms of condition No.9 of the letter of acceptance dated 06.12.2007 in whose favour the assets were to be conveyed on the instructions of the petitioner-M/s. Silk Ltd. in terms of option given to the said company subsequent to the satisfaction of the letter of acceptance dated 06.12.2007. The obligation to fulfill the terms and conditions of the contract between M/s. Silk Ltd. and RIICO was that of M/s. Silk Ltd. and not of M/s. process Ltd. Under the terms of the letter of acceptance dated 06.12.2007, deposit of remainder amount of Rs. 56 lakhs within 30 days and NOC from Central Excise Authorities or an indemnity bond in favour of RIICO with regard thereto was required. Without compliance therewith RIICO had no further obligation. None to M/s. process Ltd. Hence M/s. process Ltd. had / has no cause of action against RIICO and has only wastefully been joined by M/s. Silk Ltd in this petition against RIICO. 13. That aside, I am of the considered view that the writ petition is also liable to be dismissed on ground of the petitioner-M/s. Silk Ltd. having indulged in suppressio veri and suggestio falsi. In the entire length of the pleadings, no reference has been made by the Company to the standard terms and conditions of the bid, read and signed by the Director of the petitioner-M/s. Silk Ltd. (annexure-1 to writ petition) Condition No.11 of the standard terms and conditions duly signed by the Director of M/s. Silk Ltd. reads as under : "the bidder / purchasers will be responsible for payment of dues of Central Government Departments/ Agencies, separately." 14. As against the above duly established facts, In ground "A" of the writ petition, It has been stated that the action of the RIICO in imposing new condition No.6 in the letter of acceptance dated 06.12.2007 was Illegal, arbitrary, unjustified. This appears to have been done deliberately and mischievously, intending to mislead this Court. The petition has been filed only with reference to the advertisement dated 14.06.2007 overlooking the fact that the said advertisement was not final as to the conditions and merely a commencement of the process wherein It was categorically stated that the prospective bidders were to obtain the detailed terms and conditions either from the concerned Regional Manger / Sr. Regional Manager or from website of RIICO or from the Sr. Deputy General Manager (F&R), RIICO. The advertisement dated 14.06.2007 itself indicates that the terms and conditions of the bid as detailed in the advertisement were only indicative. Regional Manager or from website of RIICO or from the Sr. Deputy General Manager (F&R), RIICO. The advertisement dated 14.06.2007 itself indicates that the terms and conditions of the bid as detailed in the advertisement were only indicative. The attempt of the petitioner-M/s. Silk Ltd. therefore has been to mislead the Court and prod it to adjudicate the writ petition on the basis of the conditions in the advertisement dated 14.06.2007 which was not conclusive and had to be read with the standard terms and conditions of the RIICO for sale of assets by it. The present case Is a clear case of suggestion falsl for being set up only with reference to the advertisement dated 14.06.2007 and of suppressio veri for the suppression of the standard terms and conditions of the bid/sale of assets of RIICO duly signed and accepted by the petitioner-Company No.1. Writ petitions under Article 226 of the Constitution of India confer an equitable, extraordinary and discretionary jurisdiction on this Court. The word "extraordinary", It goes without saying, entails careful exercise of the discretion of this Court on the extraordinary facts of a case of Injustice as the issue of writs is never a matter of course even were a legal ground be made out. Further, it Is trite that for Invoking the equitable jurisdiction, the petitioners should approach this court with clean hands. A petitioner, guilty of suggestio falsi and suppressio veri, cannot even remotely be said to have approached this Court with dean hands. In the case of K.D. Sharma v. Steel Authority of India Ltd. and others [(2008) 12 SCC 481) , the Hon'ble Supreme Court has held that it is of "utmost necessity" (underlining mine) that one invoking the extraordinary, equitable and discretion of a court under Article 226 of the Constitution of India approach the court with clean hands, put forward all facts before the court without concealing and suppressing anything and then seek appropriate relief. If there is no candid disclosure of relevant and material facts or the petitioner guilty of misleading the court, the petition deserves a threshold dismissal without consideration of the merits, even if any, of the case. This writ petition in the facts of the case would have been liable to be dismissed on this short ground alone. 15. If there is no candid disclosure of relevant and material facts or the petitioner guilty of misleading the court, the petition deserves a threshold dismissal without consideration of the merits, even if any, of the case. This writ petition in the facts of the case would have been liable to be dismissed on this short ground alone. 15. However, I now proceed to address the arguments of the counsel for the petitioner-M/s Silk Ltd. based on the law of reciprocal obligations referable to Section 51/52 of the Act of 1872. Section 51 of the Act of 1872 provides that "when a contract consists of reciprocal promises to be simultaneously performed, no promisor need perform his promise unless the promisee is ready and willing to perform his reciprocal promise." The argument of the counsel for the petitioner-Company on this count is vacuous as it has not been stated in the pleadings as to what was the alleged reciprocal promise made by RIICO which had to be first performed to require the performance of the petitioner-Company's (No.1) obligation to deposit I Rs. 56 lakhs of the remainder offer price of Rs. 56 lakhs for the assets of M/s. Texcon Ltd. and pay/discharge liability on Central Government / Central Excise taxes qua the M/s. Texcon Ltd. and its -assets. A reading of the advertisement dated 14.06.2007 and the standard terms and conditions of RIICO for tenders / auctions, does not indicate to this Court that RIICO had 1 made any reciprocal promise to the petitioner-M/s. Silk Ltd. which had to be performed before (i) payment of remainder amount of Rs. 56 lakhs (ii) satisfaction / indemnification of RIICO qua the Central Government / Central Excise liability of M/s. Texcon Ltd. The advertisement dated 14.06.2007 quite clearly indicated that the bids were to be made for the purchase of assets of M/s. Texcon Ltd. on "as Is where is basis". RIICO was thus quite clearly only offering on its terms and conditions the assets of the defunct company statutorily in its possession for sale on the highest price offered without anything more. RIICO had no obligation to be discharged prior to the discharge of obligation by the highest bidder to pay the price offered. On the offer of Rs. RIICO was thus quite clearly only offering on its terms and conditions the assets of the defunct company statutorily in its possession for sale on the highest price offered without anything more. RIICO had no obligation to be discharged prior to the discharge of obligation by the highest bidder to pay the price offered. On the offer of Rs. 58 lakhs having been made by the petitioner-Company (No.1) and having been accepted by RIICO under its letter dated 06.12.2007, the petitioner-Company (No.1) was under an immutable obligation to pay the remainder amount of Rs. 56 lakhs and comply with condition 11 of the standard terms and conditions of the NIT as incorporated as condition No.6 in the letter dated 06.12.2007 without anything more. RIICO was not required to do anything, except execute a sale-deed in favour of the petitioner-M/s. Silk Ltd. or its nominee on receipt of the remainder bid amount of Rs. 56 lakhs (excluding Rs. 2 lakhs held by RIICO as earnest money) and the petitioner- Company having discharged the outstanding liabilities of the Central Government Departments including the Central Excise Department, obtain a NOC or alternatively having executed an indemnity bond safeguarding the interest of RIICO against any demand on the aforesaid count by the Central Government Departments or Central Excise Departments. 16. Aside of the aforesaid, further under Section 52 of the Act of 1872, the performance of the obligations by the petitioner-M/s. Silk Ltd. under the letter of acceptance dated 06.12.2007 would precede the discharge of the obligation of RIICO to execute a conveyance deed of the assets in question in favour of the newly incorporated company M/s. process Ltd. on the option having been exercised by the petitioner-Company (No.1) in terms of condition No.9 of the letter of acceptance dated 06.12.2007. Section 52 of the Act of 1872 provides that "where the order in which reciprocal promises are to be performed is not expressly fixed by the contract, they shall be performed in that order which the nature of the transaction requires". In the instant case, the contract between the parties does not detail the order of performance of the alleged reciprocal promises and consequently the order of performance will have to be with reference to nature of transaction. The nature of transaction, from the facts on record, entailed the petitioner-M/s. Silk Ltd. first paying outstanding amount of bid of Rs. In the instant case, the contract between the parties does not detail the order of performance of the alleged reciprocal promises and consequently the order of performance will have to be with reference to nature of transaction. The nature of transaction, from the facts on record, entailed the petitioner-M/s. Silk Ltd. first paying outstanding amount of bid of Rs. 56 lakhs towards the total sale consideration of the assets of M/s. Texcon Ltd. (aside of Rs. 2 lakhs security deposit with RIICO) and obtaining a no dues certificate from the Central Government Departments and the Central Excise Department in respect of auction of the assets of M/s. Texcon Ltd. or execute an indemnity bond safeguarding RIICO there against to its satisfaction. It was only thereupon that RIICO in terms of an option given to the petitioner-M/s. Silk Ltd. in its letter of acceptance dated 06.12.2007 would have been obliged to execute a sale-deed of the assets in question in favour of M/s. processors Ltd. I therefore find no substance whatsoever in the argument of the counsel for the petitioner-Company based on purported failure of RIICO to discharge its reciprocal promise. 17. The judgments cited by the counsel for the petitioner-Company No.1 in support of his contentions on the issue of "reciprocal promises" are not apposite to the arguments made. In fact, the judgment of the Hon'ble Supreme Court in the case of Century Spinning & Manufacturing Co. Ltd. (Supra) relates to the maintainability of the writ petition even in respect of contractual matters where only elementary questions of fact as against complex disputed questions of fact are Involved. The Hon'ble Supreme Court has held that such elementary disputed questions of fact in a writ petition would be insufficient for remitting a petitioner to a comparatively lengthy, dilatory and expensive process of a civil suit. It has been further held In the aforesaid case that public bodies are not exempt from carrying out their representation on which the citizens have acted to their prejudice and that If a representation is acted upon by citizens, it may, subject to statutory provision, result in an agreement enforceable in law even if a formal contract as required In law has not been drawn and in such situation equity could be Invoked to compel performance of an obligation arising from an acceptance of a representation of a public body. In the case LIC of India and another (Supra), the Hon'ble Supreme Court has held that State action even in the contractual field should be reasonable, fair, in public interest and non-discriminatory. It has been held that action even under a term of a contract by a public authority can be challenged on the basis of Article 14 of the Constitution of India where such action even if rooted In a contract is stated and found to be unjust and unfair. The Hon'ble Supreme Court has held that the conditions of a contract which are palpably unjust and unfair can be challenged in a writ petition under Article 226 of the Constitution of India as in common law a party to a contract can be relieved from operation of an unfair, untenable and irrational clause in a "contract of Adhesion". In the aforesaid case, the Hon'ble Supreme Court was dealing with the situation of a State Instrumentality (LIC) covered under Article 12 of the Constitution of India seeking to confine insurance coverage with reference to table 58 of its Table to those in Government service to the exclusion of others. This was held to be arbitrary. None of the aforesaid two judgments relied upon by the counsel for the petitioner-Company No.1 even remotely attract to the facts of the present case. 18. RIICO is entitled to forfeiture of earnest money in view of the petitioner-M/s. Silk Ltd. having defaulted on its obligation to execute the agreement for the purchase of the assets of M/s. Texcon Ltd. on payment of remainder bid amount of Rs. 56 lakhs following the acceptance of its highest bid of Rs. 58 lakhs by RIICO under Its letter of acceptance dated 06.12.2007. In Delhi Development Authority v. Grihsthapana Cooperative Group Housing Society Ltd. [1995 Supp (1) SCC 7511 , the Hon'ble Supreme Court noted with approval the judgment of the Privy Council in the case of Chiranjit Singh v. Har Swarup [ AIR 1926 PC 1 ] wherein it was detailed as to what was meant by earnest money, what was the purpose of deposit of such money and situations when the earnest money could be forfeited. Following principles regarding "earnest" money can be said to be formally established : It represents a guarantee by a party seeking to enter a contract that in the event the contract were to be awarded to the promiser, he would be bound to enter into the contract. In the event the contract sought by the promiser were to be awarded, the earnest money would constitute part of purchase price. Contrarily, earnest money would stand forfeited when the transaction falls through by reason of the default or failure of the purchaser to enter into the contract in spite of acceptance of the offer. Unless there is anything to the contrary in the terms of the contract, on default committed by the promiser / purchaser, the promisee is entitled to forfeit the earnest money. In the context of the aforesaid legal position, what transpires in the present case is that the petitioner-M/s. Silk Ltd. submitted earnest money of Rs. 2 lakhs under the terms and conditions of RIICO for participating In the bid for the sale of assets of M/s. Texcon Ltd. The petitioner-Company (No.1) thus undertook that in the event the contract were to be awarded to it, it would go through with entering into the contract as agreed between the parties. The contract was indeed awarded to the petitioner-M/s. Silk Ltd. for a sum of Rs. 58 lakhs for the purchase of assets of M/s. Texcon Ltd. in view of the offer of the petitioner-M/s. Silk Ltd. In its negotiation with RIICO. The offer of the petitioner- Company No.1 was accepted- by RIICO in its letter dated 06.12.2007 in accordance with the advertisement dated 14.06.2007 and (emphasized mine) the standard terms and conditions of the bid. The standard terms and conditions were duly read and signed by the Director of the petitioner-M/s. Silk Ltd. A contract having thus been concluded between the petitioner-M/s. Silk Ltd. and RIICO, on the petitioner having defaulted and not proceeded to sign a formal contract on payment of remainder Rs. 56 lakhs of the agreed price and satisfaction of other lawful conditions of letter dated 06.12.2007 with regard to the discharge of obligation towards the Central Government Departments including the Central Excise Department, RIICO was entitled to forfeit the earnest money. Consequently, nothing illegal or arbitrary warranting interference at the hand of this Court against the forfeiture of earnest money of Rs. Consequently, nothing illegal or arbitrary warranting interference at the hand of this Court against the forfeiture of earnest money of Rs. 2 lakhs by RIICO can be made out in the present petition. 19. In the established facts of the case, in my considered opinion, the writ petition deserves dismissal with costs. The question then arises for the consideration of this Court is; how much cost ? 20. in Maria Margarida Sequeira Fernandes and others v. Erasmo Jack De Sequeira (dead) through LRs [2012(1) WLC (SC) Civil 630 : (2012) 5 SCC 370 ] , relying on Ramrameshwari Devi's case (Supra), the Hon'ble Supreme Court has held that "in order to curb uncalled for and frivolous litigation, the courts have to ensure that there Is no incentive or motive for uncalled for litigation as it is the matter of common experience that the court's otherwise scarce time is consumed or inappropriately, wasted in a large number of uncalled for cases." The court held that wasteful litigation could be stopped or at least minimised If exemplary costs were imposed in appropriate cases as such costs would go a long way In controlling the tendency of filing uncalled for litigation before the Court. The Hon'ble Supreme Court in the case of A. Shanmugam v. Ariya Kshatriya Rajakula Vamsathu Madalaya Nandhavana Paripalanal Sangam represented by its President and others [2012(2) WLC (SC) Civil 404 : (2012) 6 SCC 430 ] has held that where untenable and irrelevant pleas seek to create unnecessary confusion in the proceedings before the Court, parties guilty should be visited with exemplary costs. The Hon'ble Supreme Court in the aforesaid case has held as under : Para 43.5 Once the court discovers falsehood, concealment, distortion, obstruction or confusion in pleadings and documents, the court should In addition to full restitution impose appropriate costs. The court must ensure that there Is no Incentive for wrongdoer in the temple of justice. Truth is the foundation of justice and it has to be the common endeavour of all to uphold the truth and no one should be permitted to pollute the stream of justice. In the aforesaid case, even a watchman setting up untenable and irrelevant pleas was visited with cost of Rs. 25,000/-. 21. Access to writ courts has been kept at a very low financial threshold - Rs. 25/- only in the State of Rajasthan. In the aforesaid case, even a watchman setting up untenable and irrelevant pleas was visited with cost of Rs. 25,000/-. 21. Access to writ courts has been kept at a very low financial threshold - Rs. 25/- only in the State of Rajasthan. The statutory purpose appears to be, to keep the doors of this Court open to the whole population Irrespective of their financial condition. But easy access to this Court should not be understood as a reckless right to invoke the jurisdiction of this Court without any semblance of a legal ground and by resort to suppression of facts. In such situations, as I have found In the present case, misuse of the easy and open access to this Court should be counterbalanced with serious costs at the time of the exit of such petitioners from the Court at the time of disposal of their petitions. 22. In the present case, this Court passed an order of status quo on 21.08.2009 whereunder RIICO was required to maintain status quo with regard to the land In question. The said order has continued till date. During this period, RIICO, which is fundamentally a financial institution charged with the obligation of acting as an industrial catalyst in the State of Rajasthan has been deprived of the monies which would it have obtained from the sale of assets of M/s. Texcon Ltd. and which monies would have been recycled and utilised for further financing entrepreneurial activities in the State of Rajasthan for the socio economic benefits to the State and its citizens. 23. Consequently, In my considered opinion, the facts of the case - the writ being filed suppressing material facts and based on misleading facts and then an untenable plea based on Section 51 of the Act of 1872 being setup - would justify the petitioner-M/s. Silk Ltd. being visited with costs of Rs. 50,000/- to be paid to RIICO within a period of eight weeks from today. 24. The writ petition stands dismissed accordingly.Writ Petition Dismissed *******