W.A.No.104 of 2013

## **IN THE HIGH COURT OF KERALA AT ERNAKULAM** **PRESENT:** **THE HONOURABLE MR.JUSTICE K.M.JOSEPH** **& THE HONOURABLE MR. JUSTICE A.K.JAYASANKARAN NAMBIAR** **TUESDAY, THE 4TH DAY OF MARCH 2014/13TH PHALGUNA, 1935** **WA.No. 104 of 2013 () IN WP(C).10454/2007 ------------------------------------------AGAINST THE JUDGMENT IN WP(C).No.10454/2007 DATED 10-07-2012 OF THE LEARNED SINGLE JUDGE** **APPELLANTS/RESPONDENTS 4 &5:** **----------------------------** **1. C.M.JOSE, S/O.MATHAI CHUNDAKUZHIYIL HOUSE, KULAPPARACHAL P.O., POOPPARA IDUKKI.** **2. C.M.VARGHESE, S/O.MATHAI, CHUNDAKUZHIYIL HOUSE, KULAPPARACHAL P.O. POOPPARA, IDUKKI.** **BY ADVS.SRI.SHAJI P.CHALY SRI.S.SAUMYA SMT.K.JASMIN BABY SRI.S.GOPAKUMAR SRI.R.SANJITH SMT.C.S.SINDHU KRISHNAH SMT.S.SIMY** **RESPONDENTS/PETITIONERS/RESPONDENTS 1 TO 3 AND 6: -------------------------------------------------** **1. S.MANOHARAN,S/O.VASAN CHETTIYAR AGED 56 YEARS, RESIDING AT IV/83, PETHOTTIPARAI SHANTHAPARA P.O., CARDAMOM MERCHANT, SHOP NO.SP X-235 CHUNDANKUZHIYIL SHOPPING COMPLEX, POOPPARA VILLAGE UDUMPANCHOLA TALUK, IDUKKI DISTRICT.** **2. N.OMPRAKASH, S/O.NATARAJAN, , AGED 50 YEARS PLANTER/CARDAMOM MERCHANT, SHOP NO.SP X-234 CHUNDANKUZHIYIL SHOPPING COMPLEX, POOPPARA VILLAGE UDUMPANCHOLA TALUK, IDUKKI DISTRICT.** **3. DISTRICT COLLECTOR, IDUKKI, COLLECTORATE P.O., PAINAVU, IDUKKI DISTRICT.** **4. KERALA FINANCIAL CORPORATION, REPRESENTED BY ITS ESTATE OFFICER, KFC HEAD OFFICE VELLAYAMBALAM, THIRUVANANTHAPURAM - 695 033.** **5. THE MANAGER, KERALA FINANCIAL CORPORATION, KATTAPPANA BRANCH KATTAPPANA P.O., IDUKKI DISTRICT.** **6. R.S.RAMARAJ,, AGED ABOUT 56 YEARS S/O.CHERULIVEL GOUNDER, CHONDIMALA, CHUNDAL PANNIAR POST, SHANTHANPARA VILLAGE, UDUMPANCHOLA TALUK IDUKKI DISTRICT, PIN - 685 619.** ## **WA.No. 104 of 2013** **R4,R5 BY ADV. SRI.T.V.GEORGE, SC, KFC R9 TO R12 BY ADV. SRI.GRASHIOUS KURIAKOSE (SR.) R9 TO R12 BY ADV. SRI.GEORGE MATHEWS R1 & 2 BY ADV. SRI.TOM JOSE R1 & 2 BY ADV. SMT.GEETHA JOB(OZHUKAYIL) R6 BY ADV. SRI.T.I.ABDUL SALAM R6 BY ADV. SRI.PHILIP T.VARGHESE R6 BY SRI.C.K.VIDYASAGAR R3 BY GOVERNMENT PLEADER SRI.SYAMKUMAR** **THIS WRIT APPEAL HAVING COME UP FOR ADMISSION ON 04-03-2014, THE COURT ON THE SAME DAY DELIVERED THE FOLLOWING:** **WA.No. 104 of 2013** ## **APPENDIX** ## **PETITIONER'S ANNEXURES:** **ANNEXURE A1: TRUE COPY OF THE SALE DEED BEARING NO.3759/12 OF SRO, RAJAKUMARY DATED 06/12/12** **ANNEXURE A2: TRUE COPY OF THE VALUATION STATEMENT DT.31.12.12 OBTAINED BY THE APPELLANTS SHOWING THE PRESENT VALUATION OF THE PROPERTYU AND BUILDING.** **RESPONDENTS' ANNEXURES:** **ANNEXURE R1(A) : A TRUE COPY OF THE AFFIDAVIT SUBMITTED BY 2ND APPELLANT ON BEFALF OF 1ST APPELLANT DATED 10.04.2007** **ANNEXURE R1(B) : A TRUE COPY OF THE RECEIPT DATED 17.04.2007 ISSUED TO THE COUNTER PETITIONERS BY THE KERALA FINANCIAL CORPORATION WITH REGARD TO THE REMITTANCE OF DUES OF APPELLANTS.** **ANNEXURE R4(A) : TRUE COPY OF NOTICE DTD 29.12.2003 ISSUED TO THE 1ST APPELLANT.** **ANNEXURE R4(B) : TRUE COPY OF LAND VALUATION REPORT DTD 4.10.05** **ANNEXURE R4(C) : TRUE COPY OF JUDGMENT DTD 6.1.04 IN W.P(C).NO.289/04 OF THIS HON'BLE COURT** **ANNEXURE R4(D) : TRUE COPY OF JUDGMENT DTD 14.10.05 IN W.P(C). NO.28288/05 OF THIS HON'BLE COURT** **ANNEXURE R4(E): TRUE COPY OF JUDGMENT DTD 31.10.05 IN WRIT APPEAL.NO.2222/05 OF THIS HON'BLE COURT** **ANNEXURE R4(F) : TRUE COPY OF NOTICE DTD 2.1.2006 ISSUED TO THE 1ST APPELLANT.** **//TRUE COPY//** **P A TO JUDGE** ## **K.M.JOSEPH & A.K.JAYASANKARAN NAMBIAR, JJ.** **~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~** W.A.No.104 of 2013 **~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~** Dated this the 4[th] day of March, 2014 ## **J U D G M E N T** ## **K.M.JOSEPH, J.** The appellants are respondents 4 and 5 in the writ petition. The writ petition was filed challenging Exts.P13 and P18 and also directions sought is to consider the representations given by the writ petitioners. 2. The writ petitioners claimed to be tenants of a commercial building owned by the appellants located in 6 ½ cents. According to them, in respect of the first writ petitioner, this is a sale agreement and in respect of the second writ petitioner it is a mortgage agreement. The Kerala Financial Corporation had advanced a loan of Rs.21.27 lakhs to the 1[st] appellant. There was default committed. The writ petitioners were served Ext.P13 notice under Section 5 of the Kerala Public Buildings (eviction of unauthorised occupants) Act, 1968 and they preferred an appeal against Ext.P13, that was rejected by Ext.P18 order and it is challenging Ext.P18, the writ petitioners 2 W.A.No.104 of 2013 ## have approached this Court by filing the writ petition. ## 3. The learned Single Judge has however disposed of the writ petition by issuing the following directions: _“Accordingly if the petitioners and the 6[th] respondent jointly produce the said agreement before the K.F.C, the K.F.C. Shall take steps to execute the sale deed of the property in question in favour of the petitioners as well as the 6[th] respondent in the proportion agreed to by them in that agreement. The entire proceedings shall be completed as expeditiously as possible, at any rate within three months from the date of receipt of a copy of this judgment._ _The said sale would be deemed to be a sale in accordance with the provisions of the State Financial Corporations Act and the purchasers would be entitled to all benefits in respect of the sale as provided in that legislation._ _The writ petition is disposed of as above.”_ ## 4. It is feeling aggrieved by the same, that the appellants are before us. 3 W.A.No.104 of 2013 5. Heard the learned counsel appearing before us. 6. The learned counsel for the appellants would submit that what is involved is 6 ½ cents of land with a three storied building. This is a commercial building. The building itself has 10,000 Sq.Ft area. The value of the property is to be taken as three crores, yet it has been sold for Rs.47 lakhs. In this regard, he would enlist the support of judgment of the Apex Court reported in **Kerala Financial Corporation v. Vincent Paul** [(2011) 4 SCC 171]. He would submit that there is violation of the directions of the Apex Court. He would next contend that the learned Single Judge has gone beyond the reliefs sought by the writ petitioners. The petition was not amended. No ground was taken by amending the writ petition. He draws our attention to Rule 155 of the Kerala High Court Rules. Rule 155 reads as follows: _“ 155._ _**New ground or relief not to be raised** .- No ground shall be relied upon and no relief sought at the hearing except the grounds taken and reliefs sought in_ 4 W.A.No.104 of 2013 _the Original Petition and the accompanying affidavit:_ _Provided that the Court may, at the hearing allow the said petition and affidavit to be amended upon such terms as to costs or otherwise as the Court thinks fit.”_ He would next point out that it may be true that there was an agreement dated 17.04.2007 (Annexure-B). He would point out that even if in that agreement the additional 6[th] respondent is not a party. He posed the question as to how the learned Single Judge could have directed the Kerala Financial Corporation to convey the property to the 6[th] respondent. He further contends that at any rate, after Annexure-B agreement dated 17.04.2007 was executed, reference is made to a further agreement dated 19.08.2008. If the respondents seek to rely on the said agreement they can only draw support from said agreement as there has been a novation. If there has been a novation, he posed the question as to how the title could be conveyed to persons who are not parties to agreement dated 19.08.2008. He would further contend that this is a case where proceedings were taken under Section 29 of the Kerala Financial Corporation and 5 W.A.No.104 of 2013 that the entire amount due to the Financial Corporation was paid off. If that be so, he contends that there was no power with the Kerala Financial Corporation to convey the title as directed by the learned Single Judge. The loan having been paid off, the Financial Corporation should have given back the documents to the appellants. If there was a claim under the agreement dated 17.04.07 (Annexure-B), it could have been worked out in appropriate proceedings in the civil court. 7. Per contra, the learned counsel for the Kerala Financial Corporation would draw our attention to the facts which led to the sale. He would point out that the loan was advanced in the year 2000. There was a default. Several notices were issued to the appellants demanding repayment of the loan amount. Since there was no response, finally a notice was issued to the appellants calling upon them to vacate the premises. Ultimately the property was auctioned after taking possession under Section 29 of the SFC's Act on 02.11.2004. Under Ext.R4(b), the 6 W.A.No.104 of 2013 valuation was done by three members committee. The building was valued at Rs.30 lakhs and land is valued at Rs.13 lakhs. In all, the property is valued at Rs.43 lakhs. The sale was advertised in the news papers. On 20.09.2005 the auction notice was published in the news papers. Auction took place on 05.10.2005. The 6[th] respondent bid the auction for Rs.47 lakhs. The appellants were issued two notices dated 26.12.2005 and 02.01.2006 calling upon them as to whether they are interested in paying the money and giving them an opportunity to pay off. But, they did not avail the opportunity. On 23.01.2006 the sale was confirmed. The 6[th] respondent paid Rs.15 lakhs. There was default in paying off the balance amount. He further points out that the 1[st] appellant had filed Writ Petition.No.289 of 2004, seeking the benefit of one time settlement of the liability. By Ext.R4 (c) judgment dated 06.01.2004, this Court disposed of the writ petition directing the appellant to pay Rs.5 lakhs in two instalments. The Kerala Financial Corporation was to consider the claim. The 1[st] appellant did not avail the said benefit. Still 7 W.A.No.104 of 2013 later, the 1[st] appellant filed W.P.(C).No.28288 of 2005. There also the prayer was again to grant the benefit of one time settlement. The learned Single Judge dismissed the writ petition by Ext.R4 (d). Against Ext.R4(d), the Writ Appeal No. 2222 of 2005 was filed. That was disposed of on 31.10.2005, permitting the appellant to clear the entire dues by a specified date, by Ext.R4 (e) judgment. Even that facility, he did not avail of to settle the dues. By Ext.R(f) notice, the Kerala Financial Corporation directed the appellant to comply with the directions in the judgment in Writ Appeal No.2222 of 2005. There was failure to comply with the same. Pursuant to the same, the 6[th] respondent requested the corporation to take eviction proceedings against the tenants occupying the building. Thereafter Ext.P13 notice was issued which was challenged by filing the appeal before the District Collector, but the same was dismissed. The learned counsel for the Kerala Financial Corporation would point out that, when having regard to the fact that the matter was proceeded with on agreed basis, importance cannot be attached to the argument 8 W.A.No.104 of 2013 based on Rule 155 of the High Court Rules. It is also pointed out that the appellants did not avail of the opportunity granted by the learned Single Judge to state their objections which led the learned Single Judge to direct the Kerala Financial Corporation to convey the property as agreed between the parties. 8. The other learned counsel for the respondents including the Senior learned counsel appearing on behalf of respondents 9 to 12 and also the learned counsel for the 6[th] respondent, besides the writ petitioners support the judgment of the learned Single Judge. 9. It is pointed out by learned counsel for the 6[th] respondent that out of those property mortgaged comprising nearly, 3.7 acres was released by the Kerala Financial Corporation. In fact the appellant had conveyed the property to the third party and the appeal is filed by the appellants after all this. 9 W.A.No.104 of 2013 10. We will first deal with a question as to whether there is any violation of the judgment reported in the **Kerala Financial Corporation's case** (cited Supra). The apex court in the said judgment was dealing with the sale by the Kerala Financial Corporation and it is in the said context that the Apex Court issued certain directions. In this case, it is significant to note that this is not a case where the sale is by the Kerala Financial Corporation on the basis of the powers under Section 29 of the Act. This is a case where initially there was a sale in favour of the 6[th] respondent invoking the powers under Section 29 of the SFC Act. 6[th] respondent offered the highest amount of Rs.47 lakhs. The sale was confirmed. He paid 15 lakhs, out of the total sale consideration of Rs.47 lakhs. He committed default, thereafter. In fact, the said sale was challenged by the appellant. It was dismissed by the learned Single Judge and it was confirmed by the Appellate Court also. Since the balance amount is not paid by the 6[th] respondent essentially that sale did not take place. The sale which was countenanced by the learned Single 10 W.A.No.104 of 2013 Judge came to occur in the following circumstances. As already noted there was a default. The Writ petitioners (who are originally inducted in as tenants in the building) have a case that they had acquired rights on the strength of agreement and mortgage respectively. They approached this Court by challenging the eviction proceedings. On 27.03.2007, this Court stayed the further proceedings. On 30.03.2007, in fact the court permitted the appellants to pay off Rs.20 lakhs before 02.04.2007. The said amount was not paid by the appellants. Again on 10.04.2007, a weeks time was granted. On 17.04.2007 agreement was entered into between the appellants and the tenants. Therein, it is categorically recited the value of the property is Rs.66,50,000/-. The amount payable to the Kerala **-** Financial Corporation was shown as Rs.43,20,000/ . There were other creditors of the appellants. There names are indicated by Annexure-B agreement. On 17.04.2007, that is the date of Annexure-B agreement, the parties of the second part in the said agreement who are none other than the writ petitioners and 11 W.A.No.104 of 2013 other tenants have made payment of Rs.30,00,000/-. Thereafter there is another agreement which is dated 19.08.2008. The same has been produced when the writ petition came to be dismissed for default by the writ petitioners along with the petition to restore the writ petition as Annexure-A. We would think that much of the controversy that has been projected before us would be cleared by adverting to the agreement in Annexure-A. Annexure-A agreement reads as follows: _“As you are aware Corporation advanced Rs.21.27 lakhs to C.M.Jose, proprietor or Chundankuzhiyil Shopping Complex, Poopara for the construction of the commercial building over the landed properties measuring of 6 ½ cents in Sy.No.275/4 of Poopara Village during the year 200001. C.M.Varghese is the co-obligant for the loan. Due to default in repayment of loan Corporation took over the entire assets of the unit under Sec.29 of the SFC Act and advertised for sale to recover the dues._ _The third party R.S.Ramraj submitted a tender application by offering to purchase the land and building for Rs.47.00 lakhs and on confirmation of sale he remitted Rs.15 lakhs towards advance sale consideration and failed to remit the balance sale_ 12 W.A.No.104 of 2013 _consideration._ _In the meantime the second parties S.Manoharan and N.Omprakash filed W.P.(C). No.10454/07 before the Hon'ble High Court and obtained an order in their capacity as tenants to discharge the entire liability of the first party with the Corporation before 18.04.07. Accordingly the Second parties remitted Rs.30.00 lakhs in the account of the first party on 17.04.07 and failed to remit the balance amount as ordered by the Hon'ble High Court. The decision of the High Court is awaited for impleading the auction purchaser who has purchased the property in auction conducted by the KFC._ _The first party has also failed to remit the loan and recover the unit back till date._ _At this point we thought of a negotiated settlement, out of Court for speedy disposal of the issues. After detailed discussion among ourselves and in consultation with KFC, Branch Office, Thodupuzha we have reached a consensus for an amicable settlement of the problems among us and between the Corporation and us._ _The summary of the consensus arrived at is given below for your consideration and favourable orders._ _a) The amount of Rs.15.00 lakhs remitted by the_ 13 W.A.No.104 of 2013 _auction purchaser R.S.Ramraj will be credited in the account of the first party with effect from the date of remittance towards sale amount._ _b) The remittance of Rs.30.00 lakhs made by the second party tenants will also be adjusted against the said loan with effect from the date of remittance towards sale amount._ _c) The balance auction amount of Rs.2.00 lakhs will also be remitted by the second and third parties._ _d) Whatever be the balance amount outstanding in the loan account of the first party will be remitted by the first party C.M.Varghese and the account will be closed by him immediately so that the first party C.M.Varghese can avoid RR steps over the collateral properties mortgaged to the Corporation._ _e) The said value will be treated as Rs.47.00 lakhs. Sale value will be fixed in proportion to the area possessed by the respective parties._ _f) The land and building will be shared by the auction purchaser (third party) and tenants (second party) as per the ratio agreed and arrived by them by mutual agreement. (The details of the property possessed to be shared is attached as “schedule”)_ _g) It is also confirmed by first, second and third parties that the promoter C.M.Jose or his legal heirs or the other first parties shall not have any right/claim_ 14 W.A.No.104 of 2013 _over the shopping complex property in future after the compliance of this proposal by the respective parties. h) Corporation may execute necessary sale deed in favour of the purchaser R.S.Ramraj and the tenants S.Manoharan and N.Omprakash or any other person authorized by the second and third parties immediately after settlement of the loan account or at a later stage as accepted by the Corporation._ _i) All suits pending against the Corporation in any Court will be withdrawn simultaneously with the closure of the loan account to facilitate the execution of sale deed._ _j) The documents deposited with the Corporation will be handed over to the transferees as prior deeds after execution of sale deed as per rules and the first parties shall not have any right over the documents deposited with the Corporation._ _k) On remittance of the entire amount and after withdrawal of the suits possession of the entire land and building will be handed over to the auction purchaser and tenants or their order._ _l) If any of the above conditions is not complied with by any of the parties within the stipulated period prescribed by the Corporation, the Corporation will have a right to cancel the entire transactions at their option and the decision so taken will be binding on all_ 15 W.A.No.104 of 2013 _the parties and shall not challenge it by any court of law.”_ 11. Thus, on the basis of these developments it was that the parties prayed before the learned Single Judge that the amounts due to the Kerala Financial Corporation had been paid off. The writ petitioners and the 6[th] respondent had entered into the agreement and on 26.02.2012, the learned Single Judge initially passed the following order: _“The petitioners are tenants in occupation of two shop rooms in a shopping complex, which was mortgaged by the owner of the shopping complex to the Kerala Financial Corporation. In exercise of powers under the Kerala Financial Corporation Act, the Financial Corporation has taken over the shopping complex for recovery of loan amounts repayment of which was defaulted by the owner of the shopping complex. They sought to evict the petitioners from the shop rooms. It is under the above circumstances the petitioners have filed this writ petition._ _2. The learned counsel for the petitioners submits that earlier there was an understanding among the parties, whereby the petitioners and an auction purchaser together were to pay Rs.47 lakhs_ 16 W.A.No.104 of 2013 _due to the KFC in repayment of the loan amount. Rs.45 lakhs were paid and the balance Rs.2 lakhs were to be paid by one C.M.Abrahim, who failed to pay the same. Therefore, the settlement fell through. (Of course, the standing counsel for the KFC contends that at the relevant time, the amount due was Rs.3 lakhs and not 2 lakhs). The petitioners now submit that they are now willing to pay the outstanding amounts due, to avoid eviction from the shop rooms. The learned standing counsel for the KFC submits that as on 21.6.2012, the total outstanding amounts due to them towards repayment of the loan with interest is Rs.10,43,461/-. It is submitted that if the said amount is paid, the KFC is prepared to close the loan account, releasing all their rights in the property in question._ _Counsel for the petitioners seeks time till Monday to inform this Court as to whether the petitioners are prepared to pay that amount. Post on 2.7.2012.”_ ## 12. Thereafter on 02.07.2012, the learned Single Judge passed the following order: _“The learned counsel for the petitioners submits that the petitioners and the 6[th] respondent are together_ 17 W.A.No.104 of 2013 _prepared to clear all the outstandings payable to the Kerala Financial Corporation this week itself_ _Post on 10.7.2012 in the weekly hearing list.”_ ## 13. Finally on 10.07.2012, the learned Single Judge passed yet another order: _The learned counsel for the petitioners submits that the petitioners together with the additional 6[th] respondent have paid off the entire dues in respect of which the KFC has initiated proceedings against the property in question. According to them, in such circumstances, the KFC is bound to release the property to the petitioners and the 6[th] respondent in the proportion agreed to among them. If respondents 4 and 5 have any objection in respect of the same, they may place their objections on record within one week, failing which it would be assumed that they have no objection in ordering so._ _Post next week in the weekly hearing list.”_ 14. The appellants who are respondents 4 and 5 were given an opportunity to state their objections to the request that Kerala Financial Corporation convey property to the writ petitioners and 18 W.A.No.104 of 2013 the 6[th] respondent in view of the agreement between the parties. The appellants admittedly did not raise any objections. 15. No doubt, the learned counsel for the appellants has a case that there was lapse on the part of the Advocate and infact they came to know of the judgment only much later, which resulted in the filing of Writ Appeal with application to condone delay. 16. Viewed in the light of these circumstances, it can not be possible for the appellants to invoke the principles enunciated by the Apex Court in the judgment reported in the **Kerala Financial Corporation's case** (cited Supra) as this is clearly a case where a sale was not done by the Kerala Financial Corporation in terms of the power under Section 29 as such. 17. We are also not impressed by the argument based under Rule 155 of the High Court Rules. No doubt, the pleadings 19 W.A.No.104 of 2013 are essentially made to see that no party is taken by surprise and that the party gets an opportunity to meet the case of the opposite party. We would think that it could not lie in the mouth of the appellants to invoke Rule 155 in the facts of the case, having been parties to Annexure-B agreement dated 17.04.2007 as also the memorandum dated 19.08.2008, and when there is no case for the appellants that the amounts which are indicated in Annexure- B agreement, which are paid off to various parties have not been paid off. Admittedly, the kerala Financial Corporation has received the entire amount due to it. Therefore in such circumstances, we would think that in the facts of the case we should not permit the appellants to invoke Rule 155 to defeat the rights of the parties, which has been created by the appellants by entering into the agreements. 18. We are also not impressed by the contention that the learned Single Judge erred in directing the conveyance of the property in favour of the 6[th] respondent, having regard to the fact 20 W.A.No.104 of 2013 that 6[th] respondent is not a party to Annexure-B agreement. The narration of facts show that though initially the agreement was entered into on 17.04.2007, where the 6[th] respondent is not a party, in the subsequent memorandum dated 19.08.08, the 6[th] respondent is a party. In the said agreement, the very first Clause provides that the amount of Rs.15 lakhs paid by the 6[th] respondent will be given due credit. Further more, it is provided that the 5[th] respondent the Kerala Financial Corporation will convey the property to the 6[th] respondent and the writ petitioners. It is therein also indicated that the appellants stated that 1[st] appellant or the legal heirs shall not have any right to claim over the shopping complex property in future after compliance of this proposal by the parties. Thus quite apart from the fact that the sale in favour of the the 6[th] respondent is confirmed and though no doubt that there was default on his part, the payment made by him as auction purchaser was given due credit. The sale value was fixed as Rs.47 lakhs. There was an agreement also to share the land and the building by the 6[th] 21 W.A.No.104 of 2013 respondent and the writ petitioners in a particular ratio, the details of the property possessed to be shared is also attached as scheduled. In such circumstances, certainly appellants cannot be permitted to contend that 6[th] respondent has no right in the matter. 19. We also unimpressed by the contention that property is not valued correctly. The case of the appellants is that value is three crores. Annexure-B agreement dated 17.4.2007 would show that the appellants themselves agreed that the value of the property is to be shown as Rs.66,50,000/-. Out of the same, the amount due to the Kerala Financial Corporation was shown as Rs.43,20,000/-, the balance amount was to be paid to various other creditors. When it came to Annexure-A agreement dated 19.08.08, the sale value is shown as 47 lakhs. Therefore, since we are not dealing with the case of a sale by the Kerala Financial Corporation in the exercise of powers under Section 29 and since the appellants themselves have agreed to the value as shown in 22 W.A.No.104 of 2013 Annexures-B and A agreements respectively and apart from valuation certificate produced, there is no other material forthcoming to show that the property should have been valued at Rs.3 crores. Whatever may be the value, in view of the fact that the appellants themselves agreed to the value, payments have been made, transactions entered into, account closed and the release obtained of the other property mortgaged, we cannot permit the appellant to urge that the value should have been shown as three crores. 20. Another argument raised by the learned counsel for the appellant is that Annexure-B agreement was entered into on 17.4.2007, and thereafter, there has been a novation of the said agreement by virtue of Annexure-A memorandum dated 19.08.2008. Since there is a novation he would pose the question as to how the KFC could be directed to convey to persons who are not parties to Annexure-A agreement. It is a later agreement. The answer to the said contention given is 23 W.A.No.104 of 2013 Clause H of Annexure-A agreement. Thereunder the Kerla Financial Corporation is to execute necessary sale deed in favour of the 6[th] respondent and the writ petitioners or any person authorised by them. Even proceeding on the basis that there is novation there is no illegality committed. Besides the same, we also notice that there is no complete identity of parties in respect of two agreements. We also notice that in the sale deed which has been executed by the Financial Corporation, reference is indeed made to Annexure-A agreement dated 19.08.2008. Thus having given credit to 15 lakhs remitted by 6[th] respondent, the balance amount was treated as received from the other parties and in view of the agreement entered into by the appellants. We see that no scope for any contention of illegality. We would think that it would be unjust on the part of the appellants to urge the points which they have urged and to defeat the rights of the parties which have flown from the appellants which have finally culminated in the sale deed executed. It has also brought to our notice that on the strength of the sale deed executed by the 24 W.A.No.104 of 2013 Kerala Financial Corporation there has been subsequent transactions and respondents 9 to 12 are such assignees. We cannot ignore all these transactions. In the light of this discussion, we see no merit in this appeal and the appeal is dismissed. No order as to costs. **K.M.JOSEPH JUDGE** **A.K.JAYASANKARAN NAMBIAR JUDGE** mns/