- (1.) -THE petitioner M/s. T. P. Textile Waste Pvt. Ltd. had taken a loan of Rs. 50 lacs from respondent No. 2 Uttar Pradesh Financial Corporation, Kanpur. It defaulted in the repayment and consequently the Uttar Pradesh Financial Corporation proceeded under section 29 of the State Financial Corporation Act and took possession of the unit of the petitioner No. 1. It appears that there was some correspondence between the Uttar Pradesh Financial Corporation and the petitioner regarding the payment of the loan even thereafter but no payment having been made by the petitioner the Uttar Pradesh Financial Corporation published several advertisements for the sale of the properties of the petitioner. In consequence of the advertisement offers were received and the Uttar Pradesn Financial Corporation settled the sale of the properties with the respondent No. 4 M/s. Moonbean International Pvt. Ltd. , New Delhi of which the respondent No. 5 Ashok Kumar Sumani is a Director. The terms of the settlement were entered into in a document, which the parties described as a letter of intent, which is dated 16. 3. 2006. The material terms of the letter of intent are contained in clauses 1, 2, 3, 4, 7 and 9 which are quoted below : "1. That you shall make payment of Rs. 100. 00 lacs (Rupees one crore) only in the following manner : (i) Down payment of Rs. 40. 00 lacs (including earnest money Rs. 5. 00 lacs already paid) within 30 days of issuance of this letter. (ii) Balance Rs. 60. 00 lacs to be paid by June 2006. 2. That you shall complete such legal formalities as may be suggested by the law department of the corporation and will restore execution of sale deed within 20 days thereafter. In case you all to do so the corporation shall have the rights to forfeit the amount already deposited and cancel the sale. 3. That the possession of industrial unit shall be delivered to you? execution of sale deed/sale agreement for which down payment of sale consideration shall be required as per norms. 4. That in the event or any litigation by the original borrower before execution of sale deed as aforesaid you shall not lay any claim or transfer. 7. That offer of transfer is valid for 30 days only thereafter corporation will be free to revoke the same without any further communication and the amount deposited by way of part payment of sale consideration shall stand forfeited. 9. That the unpaid sale consideration payable on deferred payment basis shall bear interest @ 13. 5% p. a. Payable quarterly on 20th June as applicable as per norms of the corporation till full and final payment of the said deferred sale consideration. On default being made in repayment of the deferred sale consideration, the corporation shall be entitled to charge interest @ 3. 5% p. a. for defaulted period and on defaulted amount, interest on unpaid sale consideration will be charged after 2 months from the date of issue of sale letter/possession which ever is earlier. "
(2.) IN pursuance of the letter of intent the down payment of Rs. 40 lacs is said to have been made by Moonbean on 12. 4. 2006 whereafter possession of the unit was delivered to it on 19. 4. 2006. By means of the present writ petition the petitioners have prayed for quashing the letter of intent dated 16. 3. 2006 for execution of the sale deed and the entire sale proceedings in respect of the said property and for other reliefs. This writ petition was allowed by this Court by an order dated 12. 3. 2007 and the sale in favour of M/s. Moonbean was set aside. The judgment of this Court was however, set aside by the Supreme Court and the case has been sent back to this Court for a fresh decision.
(3.) AFTER the remand of the case a supplementary affidavit has been filed by the Uttar Pradesh Financial Corporation in which a copy of the agreement dated 18. 4. 2006 between the Uttar Pradesh Financial Corporation and the respondent No. 4 has been annexed as Annexure S. A. 1. The material terms of this agreement are contained in Clauses 1, 2, 3 and 6, which are reproduced below; "1. That out of total sale consideration of Rs. 100. 00 lacs (Rupees one hundred lacs) only for purchase of assets of the industrial unit M/s. T. F. Textile Waste Private Limited, the purchaser has deposited a sum of Rs. 40. 00 lacs (Rupees forty lacs) only with the corporation as part of total sale consideration and balance Rs. 60 lacs (Rupees sixty lacs) only has to be paid by June 2006. 2. That the purchaser shall complete legal formalities as may be required by the corporation and will ensure to get executed the sale deed within a period of twenty days from the date of this agreement/or any further period as may be extended by the corporation but not exceeding three months from the date of this agreement. In case purchaser fails to ensure execution of transfer deed, submitting the requisite stamp papers and other informations/papers as may be deemed proper by the corporation, the corporation shall have the right to forfeit the deposit already made by the purchaser and take back the possession of the assets of the industrial unit detailed in Schedule-A and transfer the same under section 29 of State Financial Corporation Act and/or U. P. Public Money Recovery of Dues Act, 1972 on "as is where is" basis. 3. That in the event of any litigation by the original borrower before execution of transfer deed as aforesaid, the purchaser shall not lay any claim for transfer in any manner. 6. That the unpaid sale consideration payable on deferred payment basis shall bear interest @ 13. 5% per annum payable quarterly on 20th June, 20th September, 20th December and 20th March every year till full and final payment of the said deferred sale consideration. On default being made in payment of the deferred sale consideration the corporation shall be entitled to charge interest @ 3. 5% per annum for defaulted period and on defaulted amount. ";