Judgment : K. Abraham Mathew, J. 1. The first respondent is a company. It is a debtor of the 2nd respondent Kerala state Industrial Development Corporation. In CP No.25/2006 filed by the 2nd respondent the court ordered winding up of the 1st respondent and appointed the Official Liquidator attached to the High Court as the Liquidator of the company. Pursuant to the directions issued by the Court the Official Liquidator took possession of all the properties of the 1st respondent Company. On 11.04.2011 the court permitted the Official Liquidator to sell the immovable properties of the Company. The Official Liquidator put up for sale 63.160 cents comprised in Survey Nos.444/4 and 444/5 with the building thereon situated at Karimpana in Kuthattukulam. Only 3 tenders were received. The highest amount of Rs.35,11,111/- was quoted by the appellant. Thereafter, three persons offered higher amounts, the highest of the three being Rs.45,55,555/-. The court directed the Official Liquidator to ascertain the fair value of the land. The total value of the land and the building thereon was fixed at Rs.50,60,300/-. The court cancelled the previous sale and directed the Official Liquidator to sell the property afresh. He published the sale in Malayala Manorama and the Indian Express, both leading news papers circulated in Kerala. The upset price was fixed at Rs.45,55,555/- which was the highest amount quoted by the stranger after the first sale. But there was no bidder. Pursuant to the direction issued by the court the property was put up for sale for the third time. The appellant submitted a tender quoting Rs.36,66,885/-. On 30.06.2013 the 3rd respondent filed Company Application No.249/2013 offering Rs.50,00,000/-. He also undertook to pay Rs. 1,00,000/- as compensation to the appellant. Thereupon, the court passed the following order: “i) The applicant in Co. Application No.357/2013 shall pay a sum of Rs.l lakh as compensation to the applicant in Co.Appln.No.249/2013 as compensation on or before 31.12.2013. ii) The applicant in Co.Appln.No.357/2013 shall also furnish a Bank Guarnatee for Rs.20 lakhs in order to prove the bonafides of his offer and participation. The Bank Guarantee can be withdrawn by the KSIDC in case the applicant in Co.Appln.No.357/2013 becomes the successful bidder and only the balance amount need be paid under the circumstances. The Bank Guarantee shall be furnished on or before 15.1.2014 and fresh sale shall be conducted on or before 28.2.2014. The Bank Guarantee can be withdrawn by the KSIDC in case the applicant in Co.Appln.No.357/2013 becomes the successful bidder and only the balance amount need be paid under the circumstances. The Bank Guarantee shall be furnished on or before 15.1.2014 and fresh sale shall be conducted on or before 28.2.2014. The sale already conducted will stand set aside on the applicant in Co.Appln. No.357/2013 paying Rs.l lakh to the applicant in Co.Appln.No.249/2013 and furnishing Bank Guarantee for Rs.20 lakhs as directed above. The upset price for the fresh auction shall be fixed at Rs.50 lakhs and the Official Liquidator is directed to file fresh terms and conditions for the sale. The bid of the applicant in Co.Appln.No.249/2013 shall be accepted and the sale confirmed in case the applicant in Co.Appln.No.357/2013 fails to comply with the conditions as above." This order is challenged in this appeal. 2. It is submitted by the learned counsel for the appellant that in the absence of an allegation of fraud or other vitiating circumstances the learned Company Judge should not have ordered sale of the property for a 4th time and should not have taken notice of the offer made 11 months after the third sale by a person who did not take part in the earlier auctions. 3. In the counter statement submitted by the Official Liquidator it is stated that the value of the land has increased since the last auction and the sale in favour of the appellant may not be confirmed. Learned counsel for the second respondent-creditor also supported the direction of the Company Judge for resale. 4. There is no dispute that there is no allegation of fraud or other vitiating circumstance in the sale conducted by the Official Liquidator. The question that comes up for consideration is whether in the absence of any vitiating circumstance it is proper for the court to set aside the sale. 5. The sale conducted by the Liquidator is subject to confirmation by the court. The question that comes up for consideration is whether in the absence of any vitiating circumstance it is proper for the court to set aside the sale. 5. The sale conducted by the Liquidator is subject to confirmation by the court. In Dr.K.S.Thangal v. State of Kerala ( 1968 KLT 520 ) a Division Bench of this Court has observed: "the condition that the sale is subject to confirmation of court is only a safeguard against irregularity or fraud in connection with the sale and against property being sold at an inadequate price and therefore even if a person makes an offer after confirmation of the sale, to purchase the property at higher amount, the court is not bound to conduct an enquiry or set aside the sale". What is significant is that the observation is that the court is not bound to conduct an enquiry or set aside the sale and not that in the absence of allegation of fraud or other vitiating circumstance, the court shall not set aside the sale. 6. The duty of a court in court sale is laid down in Navalkha and Sons v. Ramanya Das. ( AIR 1970 SC 2037 ): " The principles which should govern confirmation of sale are well established. Where the acceptance of the offer by the Commissioners is subject to confirmation of the Court, the offerer does not by mere acceptance get any vested right in the property so that he may demand automatic confirmation of his offer. The condition of confirmation by the Court operates as a safeguard against the property being sold at inadequate price whether or not it is a consequence of any irregularity or fraud in the conduct of the sale. In every case it is the duty of the Court to satisfy itself that having regard to the market value of the property the price offered is reasonable. Unless the Court is satisfied about the adequacy of the price, the act of confirmation of the sale would not be a proper exercise of judicial discretion." A three Judge Bench of the Supreme Court has approved this principle in M/S.Kayjay Industries (P). Ltd. v. M/s.Asnew Drums (P) Ltd. and others ( AIR 1974 SC 1331 ). The court declared that in all public sales 'the authority must protect interests of the parties'. Ltd. v. M/s.Asnew Drums (P) Ltd. and others ( AIR 1974 SC 1331 ). The court declared that in all public sales 'the authority must protect interests of the parties'. So in appropriate cases even in the absence of any vitiating circumstance the court may conduct an enquiry and set aside the sale. 7. But at the same time the following observations of the Supreme Court in Kayjay Industries' case (supra) also are relevant. "if Court sales are too frequently adjourned with a view to obtaining a still higher price it may prove a self-defeating exercise". xxxxxx xxxxxx xxxxx xxxx xxxxx "But it is not as if the Court should go on adjourning the sale till a good price is got, it being a notorious fact that Court sales and market prices are distant neighbours. Otherwise, decree holders can never get the property of the debtor sold. Nor is it right to judge the unfairness of the price by hindsight wisdom. May be, subsequent events, not within the ken of the executing Court when holding the sale, may prove that had the sale been adjourned a better price could have been had. What is expected of the judge is not to be a prophet but a pragmatist and merely to make a realistic appraisal of the factors, and, if satisfied that, in the given circumstances, the bid is acceptable, conclude the sale. The Court may consider the fair value of the property, the general economic trends, the large sum required to be produced by the bidder, the formation of a syndicate, the futility of postponements and the possibility of litigation, and several other factors dependent on the facts of each case. Once that is done the matter ends there." 8. Setting aside sale on the application of a person who did not participate in the auction long after the sale was considered by the Supreme court in Valji Khimjf & Company v. Official Liquidator of Hindustan Nifro Product (Gujarat) Ltd. & others (2008) 9 SCC 299 ) also. The Supreme Court has deprecated it. 9. Having discussed the principles governing court sale and the risks involved in it we shall consider whether there is any valid ground to set aside the impugned order. 10. The amount quoted by the appellant in the first sale was Rs.35,11,111/-. The upset price fixed by the court after cancelling that sale was Rs.45,55,555/-. 9. Having discussed the principles governing court sale and the risks involved in it we shall consider whether there is any valid ground to set aside the impugned order. 10. The amount quoted by the appellant in the first sale was Rs.35,11,111/-. The upset price fixed by the court after cancelling that sale was Rs.45,55,555/-. But in the next auction there was no one to purchase the property for this amount. In the third auction the appellant alone submitted tender and the amount quoted by him was Rs.36,66,885/-. On 1.8.2012 he deposited Rs. 15,00,000/- as earnest money. 11. Thereafter, the third respondent approached the court with an offer to purchase the property for Rs.50,00,000/- and to pay Rs. 1,00,000/- as compensation to the appellant. The learned Single Judge has directed him to pay Rs. 1,00,000/- as compensation to the appellant End to furnish bank guarantee for Rs.20,00,000/-; if he happens to be the successful bidder this amount will be adjusted towards the purchase price. In the course of the argument it was submitted on behalf of the 3rd respondent that if he does not bid the property for Rs.50,00,000/-, he is ready to forfeit to the second respondent-creditor the amount of Rs.20,00,000/- for which he has been ordered to furnish bank guarantee in the impugned order. This is a procedure unknown to law. The court can act only within the framework of law. How can it order forfeiture of the amount to the second respondent who has no right to it. 12. The facts and circumstances only justify the conclusion that if the sale is set aside at the request of the third respondent and the property is put up for sale again, court auction sale will become a mockery. The third respondent who did not participate in the earlier three court auctions appears to be a fortune seeker. The court cannot give a platform to such fortune seekers. Though every attempt should be made by the court to ensure sale of property for an adequate price, it shall not be at the expense of the credibility of court auction sale. Frequent setting aside of sale will have a 'scare value’. It will only scare prospective bidders. 13. The court cannot give a platform to such fortune seekers. Though every attempt should be made by the court to ensure sale of property for an adequate price, it shall not be at the expense of the credibility of court auction sale. Frequent setting aside of sale will have a 'scare value’. It will only scare prospective bidders. 13. Since the court has a duty to see that the property is sold for adequate price even if there is no vitiating circumstance like fraud or other material irregularity, we shall consider this aspect independent of the offer made by the third respondent. 14. Before fixing the upset price at Rs.45,55,555/-, the court had ascertained the value of the land and the building at Rs.50,60,300/-. It is well known that court sale may not fetch the market value because of the risks involved in it and that large plots will not be sold easily since only very few people can afford to siphon out a huge sum. The property in this case is situated in a rural area. Its extent is fairly large. There is a factory building situated on it. There was wide publicity for the sale on each occasion. When the property was put up for sale for the first time, only three persons submitted tenders. The appellant was the highest bidder. In the second auction there was no bidder. The only bidder in the third auction was the appellant. These facts are relevant in deciding whether the price offered by the appellant is reasonable. Even though the third respondent has quoted Rs.50,00,000/-, he would call it a fancy price (vide the affidavit filed by him on 30.6.2013). If that is true, the valuation of the property at Rs.50,60,300/- is no where near the real price. Having regard to these facts we are of the opinion that the price offered by the5 appellant is adequate. The order passed by the Company Judge is liable to be set aside and the sale should be confirmed. In the result, this appeal is allowed. The impugned order is set aside. The sale in favour of the appellant is confirmed.