PALOK BASU, J. ( 1 ) THE petitioner Hada Leasing and Industries Limited have filed this writ petition initially with the prayer that a mandamus should issue commanding the respondents not to sell the petitioners unit under S. 29 of the State Financial Corporation Act (for short, the Act ). This prayer was amended so as to include the prayer for quashing the sale of the unit which was made on 20-2-1992 and confirmed on 26-2-1992 in favour of M/ s. Paam Eatables Limited, Bhargava Lane, New Delhi which has also been now impleaded as opposite party No. 3. ( 2 ) IN this writ petition after arguments were over an order was being dictated when the case was taken up on the last occasion. Sri Murlidhar prayed for taking up the matter on the next day to which Sri R. P. Goyal said that the request be accepted. The case was consequently adjourned and two typed pages and three lines on the third page are available on record which has been scored out today. On 9-10-1995 an adjournment was sought whereafter some more arguments were made on 17-10-1995 but Shri Murlidhar was permitted to file the supplementary affidavit indicating the actual figure concerning the loan and payments. This was done on the next date whereafter again adjournment was sought and granted. On the last date, i. e. , 30-10-1995 it transpired that there was, no affidavit on behalf of the petitioner which may indicate that he was prepared to take the property on some terms and conditions, as was the argument of Sri Goyal. Consequently, Srigoyal was granted adjournment yesterday. He has filed today an affidavit of Sri Ashok Gupta, son of late Sri P. C. Gupta, describing himself to be the Manager of the petitioner company. Relevant averments in this second supplementary counter affidavit shall be made at the appropriate stage in this judgment today. ( 3 ) WHEN this writ petition was filed an interim order to the following effect was passed:-"the respondents in case they have not already finalised the sale of the property in dispute, will not finalise the same till 17-4-1992. It is, however, being made clear that our order will not restrain the respondents from processing the offer which may have been given to them. The stay order will be effective till 17/04/1992. The case will be listed before us. It is, however, being made clear that our order will not restrain the respondents from processing the offer which may have been given to them. The stay order will be effective till 17/04/1992. The case will be listed before us. "aforesaid order was passed by a Bench of which Hon. Mr. V. K. Khanna as his Lordship then was) was a member. Since Hon. Mr. V. K. Khanna, J. has been elevated as the Chief Justice of Assam High Court, the matter stood automatically released and has come up before us as the regular Bench dealing with the recovery matters. Sri R. P. Goyal, Advocate, has appeared on behalf of the petitioner and has been heard at length. Sri J. P. Pandey, Advocate, has appeared on behalf of newly added respondent, i. e. , the purchaser and Sri Murlidhar, Senior Advocate, has also been heard at sufficient length on behalf of the Pradeshiya Industrial and Investment Corporation Ltd. (PICUP ). ( 4 ) THREE primary considerations arise in this case as argued by Sri Goyal on behalf of the petitioner. Firstly, whether the respondents have made a clandestine sale of the property and, therefore, the petitioners rights have been effected. Secondly, whether the petitioners initial offer of shifting machinery to Kazakistan should have been allowed by the opposite parties in order to fully satisfy the outstanding loan and by denying which the petitioners rights have been affected adversely. Thirdly, the petitioners should be given offer now to sell the property in their own way and the sale in favour of the purchaser should be quashed. ( 5 ) IT may be stated here that admittedly the petitioners were sanctioned a loan of Rs. 90 lacs on 23-9-1987. The petitioner has alleged in paragraph No. 4 of the writ petition that it has invested Rs. 2 crores from its own resources and that a sum of Rs. 60 lacs had been taken from the Bank of Tokyo as working capital. It has been averred in paragraph Nos. 5, 6 and 7 of the writ petition that the petitioners factory remained closed for a pretty long time as a result of which it became sick and consequently the petitioners could not pay the outstanding loan amount as well as the interest accruing thereon. It has been averred in paragraph Nos. 5, 6 and 7 of the writ petition that the petitioners factory remained closed for a pretty long time as a result of which it became sick and consequently the petitioners could not pay the outstanding loan amount as well as the interest accruing thereon. It has further been averred specifically in paragraph No. 7 of the writ petition that the petitioner made an application for rehabilitation/ reschedulement of the loan before the PICUP but the said application and the proposal were rejected. In paragraph No. 8, it has been said that if the PICUP had permitted the petitioner to remove the machinery to Kazakistan the unit may have survived and the payments may have been made by now. In paragraph No. 9 a copy of the notice under S. 29 of the Act has been annexed as Annexure-2 through which the petitioner was asked to pay the sum of Rs. 19,66,242. 63 p. by 25-12-1989. Paragraph Nos. 10 to 13 talk of efforts on the part of the petitioners to get a reschedulement done which failed. In paragraph No. 14 the following allegations have been made:-"that the authorities of respondent No. 1, particularly the respondent No. 2 seems to have developed a personal interest in selling the petitioners unit at a throw away price for personal gain and with this object in view the sale of the unit has been advertised on several occasions and the last advertisement was made in the "financial Express" dated 25/01/1992 and out of the offers received the petitioners representative has reliably come to know that the respondent No. 2 has negotiated with M/s. Paam Pharmaceuticalslimited for a paltry sum of Rs. 1,40 crores or the like whereas the market value of the land and building, plant and machinery is nearly 4 crores. " ( 6 ) IN paragrapah No. 15 of the writ petition it has been stated that the petitioner was negotiating with a Nepal Firm for the sale of plant and machinery for the sum of Rs. 85 lacs. It is also adverted therein that the Nepal party had sent a written offer of Rs. 70. 5 lacs. " ( 6 ) IN paragrapah No. 15 of the writ petition it has been stated that the petitioner was negotiating with a Nepal Firm for the sale of plant and machinery for the sum of Rs. 85 lacs. It is also adverted therein that the Nepal party had sent a written offer of Rs. 70. 5 lacs. Paragraph No. 16 refers to some scheme formulated by NOIDA authority while paragraph No. 17 says that the sick Industrial Companies (Special Provisions) Act, 1985 were also availed of by the petitioner but its prayer for rehabilitation has been rejected. In paragraph No. 18 the petitioners as his own estimate described regarding the approximate value of the Unit. Paragraph No. 19 contains an avarment that the petitioners have a ready buyer in Nepal for the plant and machinery. In paragarph No. 20 it has been averred that if the powers under Section 29 of the Act are permitted to be used arbitrarily by PICUP, the petitioners will suffer irreparable loss. ( 7 ) IN the Second supplementary counter affidavit which has been filed today by Sri R. P. Goyal, Advocate, on behalf of the petitioner, paragraph No. 2 thereof contains the so-called offer of the petitioners. In order to judge the averments contained therein it should be necessary to reproduce the said paragraph here and now:-"2. That in continuation with the supplementary counter affidavit filed on 30th Oct. 1995, it is submitted:- (a) That the Honble Courts kind attention is invited to paragraph 4 (c) of the supplementary counter affidavit, referred to above, wherein a stand has been taken that in law the respondent No. 1 can not claim any amount more than the alleged sale consideration of the sale under challenge, namely, Rs. 1,38 crores. further kind attention of the Court was invited to sub-paragraph (6) of the supplementary counter affidavit at page 10 wherein it was submitted that the petitioner was entitled to make the same offer as had been accepted by the respondent No. 1 from the respondent No. 3. Earlier, it had been stated that the entire sale process had been kept guarded secret from the petitioner. This Honble Court was pleased to observe that the petitioner in writing has not made any offer to that effect. Earlier, it had been stated that the entire sale process had been kept guarded secret from the petitioner. This Honble Court was pleased to observe that the petitioner in writing has not made any offer to that effect. (b) That the deponent on behalf of the petitioner hereby offers to purchase the Unit for the same price and is prepared to make the payment of sale consideration in the same manner as has been done and has been argued to between the respondent No. 1 and respondent No. 3, of course, subjected to the condition of delivery of possession of the Unit within a reasonable time and grant of reasonable time and facility (including the facility of permission to sell a portion of the assets) for the payment of the first instalment of Rs. 40 lacs. (c) That the sale being illegal, void and mala fide the respondent No. 3 will be deemed to have run the Unit and had remained in possession of the Unit without legal authority and he was liable to reimburse the petitioner for its use and occupation including for the depreciation of the machinery. (d) That there it is further worthwhile to mention that shortly after the respondent No. 3 has come in production and application had been made in this Honble Court praying for injunction against the respondent No. 3 from running the Unit and in the alternative for making some deposit for a securing the loss that was being caused to the petitioner as a result of the wholly illegal runing of the Unit by the respondent No. 3. The petitioner craves to invite the attention of the Honble Court to safeguard the petitioners interest in this regard while making suitable directions regarding the payment of the sale consideration. (e) That in the context of what has been said in the preceding paragraph, it is further worthwhile to mention that the privity of the contract as regards the impugned sale is between the respondent No. 1 and respondent No. 3. Admittedly the respondent No. 1 has received a sum of Rs. 40. 25 lacs as part of thesale consideration from respondent No. 3. The respondent No. 1 is also claiming interest (rightly) from the respondent No. 3 for the balance of the sale consideration i. e. , Rs. 97,75 lacs, from the alleged date of sale of Unit. Admittedly the respondent No. 1 has received a sum of Rs. 40. 25 lacs as part of thesale consideration from respondent No. 3. The respondent No. 1 is also claiming interest (rightly) from the respondent No. 3 for the balance of the sale consideration i. e. , Rs. 97,75 lacs, from the alleged date of sale of Unit. The respondent No. 1 being armed with power to make necessary as arrears of land revenue is in a position to recover their own liability as also the liability of the respondent No. 3 to re-imburse the petitioner for the illegal use and occupation of the Unit and the depreciation of the machinery. Hence it is prayed that this Honble Court may also make suitable directions to the respondent No. 1 to recover that amount from the respondent No. 3 and adjust same in the sale consideration. " ( 8 ) TO complete the stand of the petitioners concerning his offer, since in paragraph No. 2 (a) quoted above there is a reference to paragraph No. 4 (c) of the supplementary counter affidavit of the petitioner filed earlier, that paragraph should also be put here for ready reference:-"4 (c ). That from the contents of paragraphs 4 and 5 it is clearly spelled out that the books of accounts of the answering respondent there is no debit entry against the petitioners after the sale of the Unit whereas there is specific debit entry with regard to the respondent No. 3 PAAM Eatables. This is further corrobrated from the circumstances that even though the answering respondent No. 1 is assited by a heirarchy of legal experts, no demand notice after the sale has been given either to the petitioner or to any of its directors to invoke their personal liability. This clearly renders the demand suggested in the paragraph under reply as barred by limitation apart from being factually incorrect and legally untenable. Thus on the basis of the admitted facts and also on the basis of the law laid down by the Honble Supreme Court in Mahesh Chandra v. Regional Manager, U. P. Financial Corporation ( AIR 1993 SC 935 : (1992) 2 3t (SC) 326, the answering respondent No. 1 has no legal right to claim any amount from the petitioner more than what they have recovered as sale consideration. This is without conceding the validity of the sale. This is without conceding the validity of the sale. " ( 9 ) IN so far as the averments in subparagraph No. 6 of the said supplementary counter affidavit is concerned that may also be quoted here for ready reference:-" (6) That the petitioner, according to the direction of the Honble Supreme Court was entitled to offer the same price as was being offered by the respondent No. 2. The said opportunity had also not been given to the petitioner. " ( 10 ) HAVING thus noticed the alleged offer of the petitioner contained in the second supplementary counter affidavit filed today, it is desirable to complete the chronology of the events which has resulted in these proceedings ending with the filing of this writ petition. ( 11 ) A detailed counter affidavit has been filed by PICUP. In paragraph No. 4 it has been averred that the following advertisements were published for sale of the Unit:-1. 2/08/1990the Times of India, Lucknoweconomic Timesfinancial Express. 2. 17/12/1990the Times of India, Luckonweconomic Timesfinancial Express. 3. 11th Feburary, 1991times of India, Lucknow4. 4/05/1991times of India, Lucknow5. 13/05/1991the Pioneer, Lucknoweconomic Times,financial Express,punjab Keseri, Jallandhar6. 29/10/1991economic Times7. 7/01/1992financial Express ( 12 ) THE averments on behalf of the PICUP concerned sale of the property to the present purchasers is in the following terms:-"the Committee examined the tenders and keeping in mind the valuation already fixed by the valuers started the negotiation with the prospective purchsers and it is evident on perusal of the Annexure- CA-3 of the counter affidavit that the said committee has negotiated the sale with M/ s. Paam Edibles Ltd. and therefore the amount which has been initially offered by M/s. Paam Edibles Ltd. has been increased from Rs. 125. 00 lakhs to Rs. 138. 00 lakhs. . . . . . . . . In this regard M/s. Paam Edibles Ltd. has submitted the revised offer vide its letter dated 20th Feb. 1992, the true copy of the said letter is being marked as Annexure-SCA 2 to this affidavit. Accordingly PICUP has issued sale letter to M/ s. Paam Edibles Ltd. on 28/02/1992, the same is marked as Annexure-SCA 3. . . . . In this regard M/s. Paam Edibles Ltd. has submitted the revised offer vide its letter dated 20th Feb. 1992, the true copy of the said letter is being marked as Annexure-SCA 2 to this affidavit. Accordingly PICUP has issued sale letter to M/ s. Paam Edibles Ltd. on 28/02/1992, the same is marked as Annexure-SCA 3. "in paragraph No. 5 of the said counter affidavit it is averred that "m/s. Paam Edibles Ltd. , purchaser has submitted a representation vide its letter dated 21/03/1992that if the possession of the Unit is not delivered to the purchaser, then the amount of Rs. 40. 00 lakhs be paid back along with interest @ 23%o per annum. . . . . . . . . . . In view of the aforesaid decision of the management, the Regional Manager, PICUP has handed over the possession of the unit to the purchaser on 25-3-1992 and a true copy of the communication sent by him to the management, is filed herewith and marked as Annexure-SCA5. " ( 13 ) IN view of the aforesaid averment made in the counter affidavit it is obvious that due publicity of the proposed sale of the Unit was made by the PICUP whereafter the present sale transaction have been settled with M/. Paam Industries. It is further clear that possession of the Unit has also been handed over to the purchaser. ( 14 ) SRI R. P. Goyal had, therefore, rightly confined his argument to the validity of the sale and in this connection placed reliance on the observations of the Supreme Court in the decision of Mahesh Chandra ( AIR 1993 SC 935 ) (supra ). In short, the argument is that the sale of the Unit by PICUP was clandestine and no rights could pass onto the purchaser and the petitioners must be put back in possession of the property and the same terms and conditions which have been made applicable to the purchaser must be applied upon the petitioner and status quo ante should be restored by this Court. ( 15 ) BEFORE taking up this point for discussion it may be mentioned that another argument of Sri Goyal is based upon the alleged averment made in paragraph Nos. ( 15 ) BEFORE taking up this point for discussion it may be mentioned that another argument of Sri Goyal is based upon the alleged averment made in paragraph Nos. 19 and 20 of the writ petition which related to the alleged proposal of the petitioners to sell either the machinery or part of the Unit to customer in Nepal and since the PICUP has refused the said permission arbitrarily, the loan could not be satisfied and, therefore, the subsequent action under Section 29 of the Act should fall through. ( 16 ) THIS argument can and should be taken up with the other argument of Sri Goyal that the petitioner had applied for permission to shift the plant and machinery to Kazakistan which was also refused by the PICUP. It may be mentioned that as far as this court is concerned it can only go by what the Unit actually stands for. If for some reason the Financing Authority does not deem it proper to permit the removal of the plant and machinery from the Unit or part of the Unit then there would be as there is neither any material for this Court to substantiate its own views in place of what the Financing authorities have thought proper. Considering the nature of the Unit it appears logical that the Financing authorities did not permit the break up of the Unit by removal of the machinery. It is not understandable as to how the Unit could function if the machinery was removed. Likewise it is also prima faciejustifiable that the petitioner was not permitted to sell or part with a portion of the machinery or property where the Unit is situate whether the customers belong to Nepal or India. ( 17 ) COMING to the decision of Mahesh Chandra v. Regional Manager, U. P. Financial Corporation, AIR 1993 SC 935 , it may be menmtioned here that the said decision came up for consideration before the Honble Supreme Court in U. P. Financial Corporation v. M/s. Gem Cap (India) Pvt. Ltd. , AIR 1993 SC 1435 in which the ratio in Mahesh Chandra case was discussed. However, in U. P. Financial Corporation v. M/s. Naini Oxygen and Acetylene Gas Ltd, (1995) 2 SCC 754 : (1995 AIR SCW 254), the Honble Supreme Court has observed (Paras 13 and 15 at Pp 262 and 263 of AIR SCW):-"it is not for the courts or a third party to substitute its decision, however more prudent, commercial or business like it may be, for the decision of the Corporation. Hence, whatever the wisdom (or the lack of it) of the conduct of the corporation, the same cannot be assailed for making the corporation liable. . . . . . . . . . . We are, therefore, of the view that this is not a matter where the High Court should have stepped in and substituted its judgment for the judgment of the Corporation which should be deemed to know its interest better whatever the sympathies the court had for the prosperity of the Company. In matters commercial, the courts should not risk their judgments for the judgments of the bodies to whom that task is assigned. "likewises, in The Andhra Pradesh State Financial Corporation v. M/s. Gar Rerolling Mills (1994) 1 JT (SC) 586 : ( AIR 1994 SC 2151 ), the Honble Supreme Court has further observed (at p 2161 of AIR):-"there is no equity in favour of a defaulting party which may justify interference by the Courts in exercise of its equitable extraordinary jurisdiction under Art. 226 of the Constitution of India of assist it is not repaying its debts. The aim of equity is to promote honesty and not to frustate the legitimate rights of the Corporation which after advancing the loan takes steps to recover its dues from the defaulting party. " ( 18 ) IN this case, however, sufficient publicity for the sale of the Unit appears to have been made in local as well as newspapers of other districts. May be that the Units which are big in nature do not beget many purchasers. If the sale has to be proceeded with and confirmed then Section 29 of the Act does empower the Financial Institution to take recourse to it if the loans remain outstanding. It is not in dispute that the petitioner was in huge arrears. It is also not in dispute that the petitioner made a one-time proposal which was rejected. If the sale has to be proceeded with and confirmed then Section 29 of the Act does empower the Financial Institution to take recourse to it if the loans remain outstanding. It is not in dispute that the petitioner was in huge arrears. It is also not in dispute that the petitioner made a one-time proposal which was rejected. It is also not in dispute that the re-schedulement was also negatived by the PICUP. It is rather admitted to the petitioner that even the scheme of re-schedulement under the Sick Industrial Companies (Special Provisions) Act, 1985 was also rejected by the authorities under the said Act. ( 19 ) UNDER the circumstances, there is no error in the order of sale nor can it be said that the sale of the Unit under Section 29 of the Act was vitated for any reason whatsoever. ( 20 ) IN view of the aforesaid discussion this writ petition fails and is dismissed. The stay order dated 26-3-1992 is vacated. ( 21 ) A certified copy of this order may be made available to the learned counsel for the parties on payment of usual charges within a week from today. Petition dismissed.