JUDGMENT : S.R. Singh, J. M/s. Tannery and Footwear Corporation of India Ltd., Kanpur is a Government of India undertaking, The Writ Petition No. 21592 of 1995 has been filed by Tannery and Footwear Corporation Staff Welfare Association and others for the relief of quashing the decision dated 14.2.1995 by the Board of Industrial and Financial Reconstruction (abbreviated to B.I.F.R.) u/s 20 and the order dated 19.4.1995 passed by the appellate authority for Industrial and Financial Reconstruction, New Delhi u/s 25 of the Sick Industrial Companies (Special Provision) Act, 1985 (in short the 'Act'). The writ petition No. 8634 of 1995 has been filed by the Kanpur Chamra Mills Karamchari Union through its General Secretary against the decision dated 14.2.1995 originating from B.I.F.R. which has since been countenanced in affirmance by the appellate authority, vide order dated 19.4.1995. 2. Sri Vinai Khare, appearing for the Petitioners in both the petitions has been heard at length. None appeared for the Respondents. 3. The Act was enacted by the Parliament enjoined by the public interest with a view to securing timely detection of sick and potentially sick companies owning industrial undertakings, the speedy determination by a Board of Experts of the preventive, ameliorative, remedial and other measures which need to be undertaken with respect to such companies and the expeditious enforcement of the measures so determined and for matters connected therewith or incidental thereto. 4. The thumbnail sketch of the special features of the Act and the scheme as summed up by the Supreme Court are abstracted below : ...This Act extends to the whole of India and Section 2 thereof carries a declaration that it is enacted for giving effect to the policy of the State towards securing the principles specified in clauses (b) and (c) of Article 39 of the Constitution. The dictionary of the Act is to be found in Section 3. Section 3(e) defines an 'industrial company' to mean a company which owns one or more industrial undertakings and Section 3(j) defines an 'industrial undertaking' to mean an undertaking pertaining to a scheduled Industry carried on in one or more factories by any company but does not include an ancillary industrial undertaking as defined in clause (aa) of Section 3 of the Industries (Development & Regulation) Act, 1951 and a small scale industrial undertaking as defined in Section 3(j) of the same statute. Since Section 3(2) provides that words and expressions used but not defined under the said Act or the Companies Act, 1956, shall have the meaning assigned to them in the Industries (Development & Regulation) Act, 1951, we must look to the definition of factory in that law. 'Factory' as defined in Section 3(c) of that law, inter alia, means any premises including the precincts thereof in any part of which a manufacturing process is being carried on or is ordinarily so carried on with the aid of power, provided that fifty or more workers are working or were working thereon on any day of the preceding twelve months. Again, Section 3(n) defines a 'scheduled industry to mean any of the industries specified for the time being in the First Schedule of that law. Section 3(o) defines a 'sick industrial company' to mean an industrial company (not being a company registered for not less than seven years) which has at the end of any financial year accumulated losses equal to or exceeding its entire net worth and has also suffered cash losses in such financial year and the financial year immediately preceding such financial year. The expression 'cash loss' means loss as computed without providing for depreciation. Chapter II provides for establishment of a Board and appellate authority for Industrial and Financial Reconstruction. Section 4(1) empowers the Central Government to establish a Board to be known as the 'Board for Industrial and Financial Reconstruction" (B.I.F.R.) to exercise the Jurisdiction and powers and discharge the functions and duties conferred or imposed thereon by or under the provisions of the said Act. Section 5 envisages constitution of an appellate authority to be called the 'appellate authority for Industrial and Financial Reconstruction' for hearing appeals against the orders of the B.I.F.R. Section 12 posits that the Jurisdiction, powers and authority of the B.I.F.R. or the appellate authority may be exercised by Benches to be constituted by their respective Chairman. Section 14 says that the proceedings before the B.I.F.R. or the appellate authority shall be deemed to be Judicial proceedings. Then comes Chapter III entitled 'References, Inquiries and Schemes'. Section 14 says that the proceedings before the B.I.F.R. or the appellate authority shall be deemed to be Judicial proceedings. Then comes Chapter III entitled 'References, Inquiries and Schemes'. Section 15(1) provides that where an Industrial company has become a sick industrial company, the Board of Directors of the company, shall within sixty days from the date of finalisation of the duly audited accounts of the company for the financial year as at the end of which the company has become a sick industrial company, make a reference to the B.I.F.R. for determination of the measures which shall be adopted with respect to the company. If, however, the Board of Directors of the company had for sufficient reasons formed an opinion before the finalisation of the duly audited accounts that the company had become a sick industrial company, they could make a reference within sixty days after the formation of such opinion for determination of the measures to be adopted with respect to the company. Upon receipt of such reference with respect of such company or upon information received or upon its own knowledge as to the financial condition of the company, a duty is cast by Section 16(1) on the B.I.F.R. to make such inquiry as it deems fit for determining whether any industrial company has become a sick industrial company. Where the B.I.F.R. deems it fit to make such an inquiry or to cause an inquiry to be made Into any Industrial company, Sub-section (4) requires it to appoint one or more persons to be a special director or special directors of the company for safeguarding the financial and other interests of the company. Section 17 next provides that if after making an inquiry u/s 16, the B.I.F.R. is satisfied that a company has become a sick industrial company, it shall, after considering all the relevant facts and circumstances of the case, decide, whether it is practicable for the company to make its net worth positive within a reasonable time. Section 17 next provides that if after making an inquiry u/s 16, the B.I.F.R. is satisfied that a company has become a sick industrial company, it shall, after considering all the relevant facts and circumstances of the case, decide, whether it is practicable for the company to make its net worth positive within a reasonable time. If the B.I.F.R. decides in the affirmative, it shall, by order in writing give such time to the company as it may deem fit to make its net worth positive but if it decides in the negative and considers it necessary or expedient in the public interest to adopt all or any of the measures specified in Section 18, it may, by a written order, direct any operating agency to prepare a scheme providing for such measures in relation to such company. Section 18 provides that where an order is made under the aforesaid provisions in relation to any sick Industrial Company, the operating agency shall prepare a scheme with respect to such company providing for any one or more of the following measures, namely : (a) the reconstruction, revival or rehabilitation of the sick industrial company; (b) the proper management of the sick industrial company by change In. or takeover of, management of the sick industrial company; (c) the amalgamation of the sick industrial company with any other industrial company; (d) the sale or lease of a part or whole of any industrial undertaking of the sick industrial company; (e) such other preventive, ameliorative and remedial measures as may be appropriate. A copy of the draft scheme prepared by the B.I.F.R. is required to be sent to the sick industrial company as well as the operating agency. After the draft scheme is finalised, it has to be sanctioned by the B.I.F.R. and then be brought into force with effect from such date as the B.I.F.R. may specify in this behalf. Provision is also made for reviewing a sanctioned scheme and making modifications therein if the exigencies of administration so require. After the draft scheme is finalised, it has to be sanctioned by the B.I.F.R. and then be brought into force with effect from such date as the B.I.F.R. may specify in this behalf. Provision is also made for reviewing a sanctioned scheme and making modifications therein if the exigencies of administration so require. Where the scheme relates to preventive, ameliorative, remedial or other measures with respect to any sick industrial company, the scheme may provide for financial assistances by way of loans, advances, guarantees, reliefs, concessions or sacrifices from the Central Government, a State Government, any scheduled bank or other bank, a public financial institution or State level institution or any institution or other authority to the sick Industrial company, vide Section 19(1) of the Act. Section 20, however, provides that where the B.I.F.R., after-making an inquiry u/s 16, is of opinion that it is Just and equitable to wind up the sick industrial company, it may forward its opinion in that behalf to the concerned High Court, whereupon the High Court shall on the basis thereof, order winding up of the sick Industrial company. That brings us to Section 22, Sub-section (1) whereof needs to be produced: 22 (1) Where in respect of an industrial company, an inquiry u/s 16 is pending or any scheme referred to u/s 17 is under preparation or consideration or a sanctioned scheme is under implementation or where an appeal u/s 25 relating to an industrial company is pending, then, notwithstanding anything contained in the Companies Act, 1956 (1 of 1956) or any other law or the memorandum and articles of association of the industrial company or any other instrument having effect under the said Act or other law, no proceedings for the winding up of the industrial company or for the appointment of a receiver in respect thereof shall lie or be proceeded with further except with the consent of the Board or, as the case may be, the appellate authority. We may now come to Chapter IV entitled 'Proceedings in case of potentially sick industrial companies, misfeasance proceedings, appeals and miscellaneous'. We may now come to Chapter IV entitled 'Proceedings in case of potentially sick industrial companies, misfeasance proceedings, appeals and miscellaneous'. Section 25 provides for an appeal and reads as under: 25 (1) Any person aggrieved by an order of the Board made under this Act may, within forty-five days from the date on which a copy of the order is Issued to him, prefer an appeal to the appellate authority: Provided that the appellate authority may entertain any appeal after the said period of forty-five days but not after sixty days from the date aforesaid if it is satisfied that the Appellant was prevented by sufficient cause from filing the appeal in time. (2) On receipt of an appeal under Sub-section (1), the appellate authority may, after giving an opportunity to the Appellant to be heard, if he so desires, and -after making such further inquiry as it deems fit, confirm, modify or set aside the order appealed against. Section 26, however, states that no order passed or proposal made under this Act shall be appealable except as provided therein and no civil court shall have jurisdiction in respect of any matter which the appellate authority or the B.I.F.R. is empowered by or under this Act to determine and no injunction shall be granted by any court or other authority in respect of any action taken or to be taken in pursuance of any power conferred by or under this Act. Section 32 says that the provisions of this Act and of any Rules or schemes made thereunder shall have effect notwithstanding anything inconsistent therewith contained in any other law except the provisions of the Foreign Exchange Regulation Act, 1973 or the Urban Land (Ceiling & Regulation) Act, 1976 for the time being in force or in the Memorandum or Articles of Association of an industrial company or in any other instrument having effect by virtue of any law other than this Act. This, in brief, is the scheme of 1985 Act. 5. It thus emerges that the Act is a self contained code in respect of preventive, ameliorative, remedial and other measures which need to be undertaken with respect to sick and potentially sick company. The decisions reached in this regard by B.I.F.R. or the appellate authority are in a sense decisive and final. 5. It thus emerges that the Act is a self contained code in respect of preventive, ameliorative, remedial and other measures which need to be undertaken with respect to sick and potentially sick company. The decisions reached in this regard by B.I.F.R. or the appellate authority are in a sense decisive and final. True, decisions arrived at by the B.I.F.R. and the appellate authority are, it brooks no dispute, open to Judicial review by the High Court under Article 226 of the Constitution. The High Court has unfettered powers not in any manner shackled by any provisions enshrined in the Act but by the very characteristic of the power under Article 226 of the Constitution, the High Court acquits itself not in second appellate but in supervisory capacity. The orders by the appropriate authority under the Act may be open to Judicial review under Article 226 of the Constitution on a very limited ground. Having regard to the spirit and object of the Act, I am of the considered view that all that the High Court can commend itself to see in a petition directed against an order u/s 20(1) as affirmed by the appellate order u/s 25 is that in the matter of formation of requisite/rational opinion, the Board has not in any manner wandered off into irrelevant considerations and has rather reckoned with the considerations of all relevant facts and circumstances while forming Its opinion that 'it is just and equitable that sick Industrial company should be wound up' and that the opinion aforestated was formed after affording opportunity of being heard to all concerned parties. A perusal of the order passed by the B.I.F.R. would Indicate that in arriving at the requisite opinion that it is Just and equitable that sick Industrial company should be wound up, the Board has traversed upon the relevant facts and circumstances and the impugned order was made after affording an opportunity of hearing to all concerned parties. The appellate decision too does not wear the mark of invalidity or any infirmity on Its forehead warranting Interference under Article 226 of the Constitution of India. It was in the light of the proceedings on 4.4.1994 and 18.8.94 and the subsequent recorded events that the Board (B.I.F.R.). The appellate decision too does not wear the mark of invalidity or any infirmity on Its forehead warranting Interference under Article 226 of the Constitution of India. It was in the light of the proceedings on 4.4.1994 and 18.8.94 and the subsequent recorded events that the Board (B.I.F.R.). formed its opinion "that the sick industrial company is not likely to make its net worth exceed the accumulated losses within reasonable time while meeting all its financial obligations and the company as a result thereof is not likely to become a viable company in future and it is Just and equitable, that the sick industrial company, i.e., Tannery and Footwear Corporation of India Ltd., should be wound up u/s 20(1) of the Act." The appellate authority scanning the entire facts and circumstances of the case was, in my opinion, justified in upholding the decision taken by the B.I.F.R. and the appellate decision too does not wear the taint of any Infirmity. It was stated even on behalf of the Petitioner-Association that It was in no position of pumping money or resusciating the company on its own and the assumptions/projections brought to bear in the matter of revival of the company were found to be tinged with unrealism as these were mainly based on financial inputs from sale of fixed assets of the company whose title deeds were not with the company. The promoters' contribution was also not nailed down with specific details. The plea of Section 20 of the Act militating against the provisions of Articles 14 and 21 of the Constitution lacked in being substantiated by the learned Counsel at the time of arguments. 6. In the ultimate analysis, I find the petition de hors any merit and as such, the petition is dismissed in limine.