JUDGMENT 1. - The matter comes up on an application under Rule 9 of the Companies (Court) Rules 1959 (hereinafter 1959 Rules') (albeit Rule 177 has been mentioned in the caption of the application). 2. The relevant facts for disposal of this application are that the Official Liquidator (OL) attached with this court issued a tender notice on 28-9- 2014 for sale of plots No.194, 195 and 196 admeasuring 484.55, 484.55 and 597.27 sq. yards respectively situated at Gandhi Nagar Scheme No.8 Alwar belonging to M/s. Rathi Alloys and Steel Limited (in liquidation). 3. It is stated that this applicant is a 50% partner in a firm M/s.S.P. Colonizers. And for the reason of the PAN card of M/s. S.P. Colonizers being defective the applicant Pukhraj Jain (who is 50% partner of M/s. S.P. Colonizers) was advised to participate in the bid individually, and deposited on 15-10-2014 the earnest money Rs. 1,13,37,500/- in his own name using his own PAN card. He participated in the bidding process on 16-10-2014 and with a bid of Rs. 501 lacs emerged as the highest bidder. The company court in company petition No.36/2014 on 31-10-2014 accepted the said bid. On 14-11-2014 the applicant was informed of the acceptance of his bid and required him to deposit 25% of the Rs. 501 lacs to be deposited within thirty days, allowing for adjusting the amount of earnest money Rs. 1,13,37,500/-. The remaining 75% amount Rs. 375.75 lacs was to be deposited within sixty days of the bid i.e. by 14-1-2015 so as to confirm the bid as directed by this court under its order dated 31-10- 2014. 4. It is submitted that while remitting the amount Rs. 11,87,500/- by way of demand draft dated 25-11-2014, the applicant requested the OL to allow assignment in the bid to the partnership firm M/s. S.P. Colonizers, of which the applicant was 50% partner, going back to the time before the auction. However the OL declined the request of the applicant for assignment on the ground that terms and conditions of the bid did not provide so and directed that the demand draft should be tendered by the applicant himself instead of his firm M/s. S.P. Colonizers. It has been submitted that left with no option with the time for depositing 25% about to lapse, the applicant deposited with the OL the requisite amount of Rs. It has been submitted that left with no option with the time for depositing 25% about to lapse, the applicant deposited with the OL the requisite amount of Rs. 11,87,500/- by demand draft dated 3-12-2014 drawn on Axis Bank timely to satisfy the condition of 25% deposit and comply with the conditions of the tender. 5. The applicant is however aggrieved of the OL's refusal to allow assignment of his highest bid in favour of M/s. S.P. Colonizers, of which he is 50% partner. Hence this application. 6. Mr. R.P. Singh, Senior Advocate appearing with Mr. R.A. Meena on behalf of the applicant has submitted that Section 55 of the Transfer of Property Act,1882 (hereinafter 'the 1882 Act') confers a right on the purchaser to get the sale deed registered in his name or that of his nominee as the seller in the terms of the contract was interested only in receipt of bid amount and nothing more (such as an indemnity from the purchaser or the burden of discharge of any obligation by the purchaser). Reference in support of this proposition has been made to the judgment in case of M/s. Umrah Developers Bangalore v. Deputy Commissioner Bangalore Urban District [AIR 20101 Karnataka 186] wherein it has reiterated an authority of judgments in case of B. Himantharaju Setty v. Corporation of the City of Bangalore (AIR 1954 Mysore 145] and Rahimtulla v. Official Assignee (AIR 1935 Bombay 340] that where the auction purchaser seeks issuance of a sale certificate in the name of his nominee the vendor is to obliged to comply with the request and discharge his obligation on that count by executing a sale deed as required. Senior Counsel has emphasised para No.6 of the aforesaid Karnataka High Court judgment, which reads as under:- "The legal position is very much clear as to the discretion that is available to the purchaser in the absence of any such bar to convey it to the purchaser or to his nominee. The vendor has to oblige the purchaser. At the most, it may demand minimum expenses that may be incurred before such a registration i.e. any amount spent for necessary changes to be made before conveying the property or to issue necessary sale certificate. The vendor has to oblige the purchaser. At the most, it may demand minimum expenses that may be incurred before such a registration i.e. any amount spent for necessary changes to be made before conveying the property or to issue necessary sale certificate. Since no registration has taken place so far and request is also placed by the purchaser well before the property is registered in the name of the purchaser, then necessarily there will not be any impediment for the respondent authority to oblige the petitioner." 7. Reference has also been made to the judgment in case of B. Himantharaju Setty v. Corporation of the City of Bangalore [AIR 1954 Mysore 145] to contend that the seller's obligation under Section 55(1)(d) of the 1882 Act is merely to execute a proper conveyance and, as the section is silent as to the person in whose favour the conveyance is to be executed, the seller is therefore bound to execute a proper conveyance to the purchaser's nominee when so required. Learned Senior counsel has relied upon para NO.7 of the judgment, wherein the Maysore High Court relying upon the judgment in case of Rahimtulla v. Official Assignee [AIR 1935 Bombay 340] held as under:- "It has been pointed out that unless there is anything express in the contract to convey, entitling the vendor to insist that he is not bound to execute any conveyance except in the name of the purchaser, the vendor is bound to execute a proper conveyance to the purchaser or his nominee. The party to a contract may dispose of the benefit of the same in favour of any other person. Such a disposition may be made either by way of assignment or by a sale or in any other way. In Englance the law appears to be quite clear that a purchaser can always demand a conveyance from the vendor not only in his own favour, but in favour of any person as he would direct and the vendor cannot refuse to execute a conveyance in favour of the nominee of the purchaser. In Englance the law appears to be quite clear that a purchaser can always demand a conveyance from the vendor not only in his own favour, but in favour of any person as he would direct and the vendor cannot refuse to execute a conveyance in favour of the nominee of the purchaser. [See Earl of Egmont v. Smit (1877) 6 Ch D 469 at p. 474 (B) where Jessel M.R., has pointed out that "an ordinary contract of sale is not only to convey to the purchaser, but to convey as the purchaser shall direct." (underlining mine) It is observed in Halsbury's law of England, Vol. 29 Halisham Edn.1938 at P.411 Para 558. as a rule the conveyance is made to the purchaser, but, provided the vendor is not prejudiced, the purchaser can direct it to be made to a nominee, for such estate and interest, not exceeding the interest purchased, as he pleases." 8. Further in para 559 of Halsbury's law as referred to above, it has been stated that "In such a course there is no additional burden cast on the vendor as he receives full consideration and goes out of the scene". It is also deserves to be noticed that it nobody's case in the context of the application under consideration that the purchaser had to perform any obligation other than the bid amount accepted by the Company Court for the sale of assets in issue or that any personal qualification of the purchaser was a material element in the contract of sale, or that there was any special contract which would override the general rights of the purchaser under common law as also Section 55(1)(d) of the 1882 Act. 9. Learned Senior counsel relying upon the aforesaid judgments in case of B. Himanthuraju along with others referred above has submitted that obtaining legal position is that where an auction purchaser seeks execution of conveyance in favour of his nominee/assignee the vendor is under an obligation to comply with the request of the purchaser as it causes no prejudice to him. 10. 10. Learned Senior counsel fairly also brought to my notice, this court's judgment in Megha Enterprises Pvt. Ltd. v. Official Liquidator (AIR 2008 Rajasthan 138) which even while noticing the judgment of Bombay High Court in case of Rahimtulla (supra) and M/s. Umrah Developers Bangalore (supra), in the facts before it took a view that an auction purchaser after payment of the full amount cannot ask the seller to execute a conveyance in favour of his assignee. Learned Senior counsel submits that the judgment in cases of B. Himantharaju Setty (supra), Rahimtulla (supra) and M/s. Umrah Developers Bangalore (supra) propounding on high authority that the vendor has no discretion to refuse to accept the request of the purchaser to execute a conveyance in favour of his assignee/nominee where there was no specific terms to the contrary in the agreement between the parties or where the purchaser was under no special obligation to the seller in the context of the conveyance contemplated or where the contract did not relate to personal service, were overlooked by the learned Judge in Megha Enterprises Pvt. Ltd. (supra) without just cause. He submitted that the judgments of the Mysore, Bombay and Karnataka High Courts state the correct view. And the same view has been taken by the Division Bench of the Madhya Pradesh High Court in the case of Korba Metals and Conductors Pvt. Ltd. v. BIFR New Delhi [ 2011(2) M.P.L.J. 196 ]. But Senior counsel hastened to add that even within the enunciation of law Megha Enterprises (supra) the applicant has the right to assign. In this regard he submitted that this court in para No.17 of the aforesaid case has held that the judgments in case of B. Himantharaju Setty (supra), Rahimtulla (supra) and M/s. Umrah Developers Bangalore (supra) were distinguishable on facts and that the situation would have been different had the applicant (Megha Enterprises Pvt. Ltd.) had made a request to the court to execute the conveyance in favour of the assignee before the payment of the whole of the agreed consideration and confirmation of sale by the court. Senior Counsel has submitted that in the instant case the bid of the applicant even though accepted by the court on 31-10-2014 yet has not been confirmed. Senior Counsel has submitted that in the instant case the bid of the applicant even though accepted by the court on 31-10-2014 yet has not been confirmed. In support of his contention reference has been made to the order dated 31-10-2014 passed by this court in company application No.56/2014 , wherein this court held as under:- "On the whole amount being deposited, the official liquidator shall take steps for confirmation of the sale and for delivery of the assets of the company in liquidation." 11. It has been submitted that whole amount in the instant case not having been admittedly yet deposited, obviously the sale has not yet been confirmed. And hence the case of the applicant is distinguishable from the judgment in the case of Megha Enterprises (supra) where the whole amount had been deposited prior to the request for assignment being made by the purchaser. It is asserted, without any denial by the counsel for the OL, that the applicant had requested for assignment in the name of M/s. S.P. Colonizers, of which the applicant is 50% partner going back prior to the bid dated 16-10-2014, even before depositing the remainder amount over the earnest money to comply with the condition of 25% deposit by the due date. Senior Counsel reiterated that the firm M/s. S.P. Colonizers could not participate in the bid owing to a defective PAN card issued by the Income Tax Department-a situation not the making of the firm. Senior Counsel finally prayed that in the facts of the case and obtaining law, the applicant be allowed to assign his bid to the firm M/s. S.P. Colonizers and the OL be directed on receipt of 75% remainder bid amount and the other charges lawfully leviable, if any to execute the sale deed in favour of the applicant's assignee/ nominee aforesaid. 12. Ms. Sonal Singh appearing on behalf of the OL has submitted that Official Liquidator refused the request of the applicant since M/s. S.P. Colonizers did not participate in the bid and no condition of the bid provided for an assignment. She however admits on instructions of the Official Liquidator that the tender did not contain any condition prohibiting assignment. 12. Ms. Sonal Singh appearing on behalf of the OL has submitted that Official Liquidator refused the request of the applicant since M/s. S.P. Colonizers did not participate in the bid and no condition of the bid provided for an assignment. She however admits on instructions of the Official Liquidator that the tender did not contain any condition prohibiting assignment. She is also not in a position to deny that the vendor is under an obligation to oblige the purchaser in view of Section 55 (1) (d) of the 1882 Act on the fact that in an earlier case of M/s. Umrah Developers Bangalore (supra), assignment was indeed allowed by the OL without a specific condition in respect thereof in the bid document. 13. Heard. Considered. 14. From the reading of judgments in case of B. Himantharaju Setty (supra) M/s. Umrah Developers Bangalore (supra), Rahimtulla (supra) and consideration of Section 55(1)(d) of the 1882 Act the legal position which emerges is that the vendor is under an obligation to oblige the purchaser and execute conveyance in favour of the assignee of the purchaser, where the conditions of the tender/bid do not so prohibit, where the contract is not one of personal service or where the purchaser is not to discharge any obligation to the seller after the execution of the sale deed. This court in case of Megha Enterprises (supra) in para 17 of its judgment distinguished the cases aforesaid on the ground that the sale had been confirmed on the deposit of the whole of the consideration by the purchaser prior to the judgment. However in the instant case as is apparent from the order dated 31-10-2014 by the company court in Company Application 56/2014 the sale has yet not been confirmed and will be confirmed only on deposit of whole of the amount of bid/ auction. Thus far only 25% of the bid amount has been deposited and in fact even prior to deposit of Rs. 11,87,500/- for making up the 25% of the bid amount over the Earnest Money deposited, a request for assignment/ nomination had been made by the applicant to the OL. 15. Thus far only 25% of the bid amount has been deposited and in fact even prior to deposit of Rs. 11,87,500/- for making up the 25% of the bid amount over the Earnest Money deposited, a request for assignment/ nomination had been made by the applicant to the OL. 15. This court need not consider in the circumstances of the case at hand the position whether the judgment in the case of Megha Enterprises (supra) correctly states the law or not, in view of the fact that within the observation in para 19 of the said judgment, recognising the right of assignment prior to deposit of the whole of the consideration and confirmation of sale, and the fact that as per the order dated 31-10-2014 passed by the Company Court in Company Application No.56/2014 the bid/ auction of the applicant, in spite of acceptance has not yet been confirmed as it was to be confirmed on deposit of the whole of the consideration, the applicant is entitled to succeed. 16. I would therefore allow this application. The Official Liquidator is consequently directed that after receipt of the remaining 75% amount of the bid amount Rs. 501 lacs and any other lawful charges as may be lawfully leviable issue a sale certificate in the name of applicant's nominee/ assignee M/s. S.P. Colonizers of which the applicant is 50% partner and convey the property to the firm.The application stands disposed of. *******