Y. K. Sabharwal, J. ( 1 ) THE short question to be determined in this petition is about the legality of the condition impeded by Board for Industrial and Financial Reconstruction (BIFR) directing promoters of petitioner Company to deposit a sum of Rs. 40 lakhs in a No Lien Account and further directing that in case such a deposit is not made, the Operating Agency would advertise for change of management inviting offers for the take over of the Sick Industrial Company. ( 2 ) PETITIONER No. 1 Company made reference undersection 15 (1) of the Sick Industrial Companies (Special Provisions) Act, 1985 (hereinafter referred to as the Act ). The paid up capital of the Company as on 31st March, 1996 was Rs. 25 lakhs and the accumulated losses on that date were Rs. 342. 76 lakhs. The principal financial institution claiming huge amounts from the petitioner Company is Punjab National Bank. According to the Bank the Company s accounts have been irregular since July, 1992. A meeting was held with the Company in February, 1993 when it was decided that the Company would spend Rs. 6 lacs and get a techno economic viability study done. The Company subsequently expressed their inability to incur this expenditure. The Company also advertised for sale of the unit on two occasions. Since the documents were getting time-barred, the Bank filed a suit against the Company for recovery of their dues. That suit is pending against the Company. It is claimed /that as on 11th January, 1996, the Company owed to the Bank more than Rs. 374 lakhs. ( 3 ) THE Company was declared as a sick industrial Company under Section 3 (1 ) (o) of the Act and IFCI was appointed as the Operating Agency. On consideration of the facts of the case and submissions of parties, BIFR came to the conclusion in terms of its order dated 26th November, 1996 that it is not possible for the Company to revive on its own, and that it is necessary in public interest to take measures specified under Section 18 of the Act. The directions issued by BIFR are as follows: " (I) The Company would submit their comprehensive rehabilitation proposal alongwith audited Balance Sheets duly approved by their Board of Directors for the last five years, and whatever other information is required by the OA given to the OA by 20. The directions issued by BIFR are as follows: " (I) The Company would submit their comprehensive rehabilitation proposal alongwith audited Balance Sheets duly approved by their Board of Directors for the last five years, and whatever other information is required by the OA given to the OA by 20. 1. 1997. (ii) The OA would write to the Company within a week seeking whatever information is required for examining the techno-economic viability of the Company and formulating a proper rehabilitation scheme. The Company would submit the required information within seven days of receipt of communication from the OA. (iii) As the present promoters have stated that they cannot mobilise resources for One Time Settlement their proposal would be based on reliefs and concessions strictly as per the latest RBI guidelines similarly, the reliefs and concessions from the State Government would be 25 per their standard package of assistance for sick industrial companies. (iv) As the Bank is not prepared for further exposure, the promoters would meet the entire cost of the scheme by way of equity of interest free unsecure loans. The present promoters may also induct resourceful co-promoters (s), if they are not able to bring alone the entire amount required for rehabilitation. In that case, they would sign an MOU with the co-promoters) indicating the nature and extent of the participation in the rehabilitation of the Company and their financial and other commitment for the detail of the copromoters) including their background experience standing net work of the companies owned/promoted by them and their motivation for supporting NCL would also be furnished to the OA to enable the OA to assess their credentials, resourcefulness and bona fides. A copy of the MOU would also be sent to the OA. (v) The OA would make an independent examination of the techno- economic viability of the Company by using in-house technical expertise, or by engaging the services of a competent technical consultant at reasonable cost. The consultants fee would be initially paid by the OA and subsequently reimbursed to them by the Company within 15 days of receipt of bill from the OA. The consultant/ OA would inspect the unit and its plant and machinery and report, inter alia, about its present condition and any repairsand modifications or balancing equipment required. The minimum capital expenditure required should accordingly be worked out, item-wise, for achieving long time viability. The consultant/ OA would inspect the unit and its plant and machinery and report, inter alia, about its present condition and any repairsand modifications or balancing equipment required. The minimum capital expenditure required should accordingly be worked out, item-wise, for achieving long time viability. It would also be examined whether any upgradation of the technology is necessary. The unit costs of production, both fixed and variable, would be analysed to identify areas where they are higher then industry norms and suggest necessary cost reduction measures. The additional capital expenditure required for such cost reduction would also be indicated. This exercise would be completed by 4. 1. 1997. A copy of the techno-economic viability repeat would be given to the Company by the OA latest by 8. 1. 1997. (vi) The Company (present promoters) would deposit a sum of Rs. 40 lacs in an interest bearing No-Lien Account in the Company s name with PNB within 30 days i. e. by 26. 12. 1996. PNB would inform the Board by Fax by 30. 12. 1996 whether this amount has been so deposited. (vii) If the present promoters deposit Rs. 40 lacs by 26. 12. 1996and submit their comprehensive proposal to the OA by 20. 1. 1997, OA would examine it in the light of the techno-economic viability study of the unit and the additional information, if any, obtained from the Company. If the proposal is found viable with the means of finance fully tied up, the OA would formulate a proper rehabilitation scheme, hold a Joint meeting for evolving an agreed package, and submit their report to the Board with a copy of the Minutes of the Joint Meeting by 10. 2. 1997. (viii) If the Company fails to deposit Rs. 40. 00 lakhs in an interest bearing No Lien Account with PNB by 26. 12. 1996, the OA would without any reference to the Board issue an advertisement for change in management by 3. 1. 1997 inviting offers for the take-over/leasing/ amalgamation/merger for rehabilitation with or without OTS of the dues of the FIs and Banks (without imposing any other conditions, giving three weeks time for submission of offers i. e. upto 24. 1. 1997. 1996, the OA would without any reference to the Board issue an advertisement for change in management by 3. 1. 1997 inviting offers for the take-over/leasing/ amalgamation/merger for rehabilitation with or without OTS of the dues of the FIs and Banks (without imposing any other conditions, giving three weeks time for submission of offers i. e. upto 24. 1. 1997. The Company may also submit its offer in response to the advertisement The relative merits of the offers received would be examined by the OA, a comparative statement prepared, a joint meeting held and a report submitted to the Board based on the evaluation of the relative merits of the offers received and the comments at the joint meeting within a further period of three weeks i. e. by 14. 2. 1997. The cost of the advertisement would initially be borne by the OA which would subsequently be reimbursed to them by the Company within 15 days of the receipt of bill from the OA. (ix) OA would prepare a profile of the Company indicating, inter alia, thelatest position regarding the assets and liabilities of the Company, and an analysis of the performance of the Company in the last five years in terms of percentage capacity utilisation, production, sales and profitability. This provides alongwith atleast last three years audited balance sheets would be made available by the OA to those who offer bids in response to the advertisement. Plant visits would also be promptly arranged for them by the OA and the Company, if they so desire to enable them to submit a proper rehabilitation scheme within the specified time limit. (x) Copies of the OA s report in the case of both (vii) and (viii) above would be sent by the OA for the concerned FIs and Bank, the Company, the State Government and the labour unions for sending their views thereon, if any, to the OA and the Board within seven days of the receipt of the same by them. (xi) OA would submit an interim Status Report to the Board by Fax by 28. 1. 1997 indicating the details of the offers received in response to the advertisement. If no concrete rehabilitation proposal with means of finance fully tied up is received, the Bench may issue a show cause notice for winding up the Company without holding any further hearing. 1. 1997 indicating the details of the offers received in response to the advertisement. If no concrete rehabilitation proposal with means of finance fully tied up is received, the Bench may issue a show cause notice for winding up the Company without holding any further hearing. " ( 4 ) THE aforesaid order of the BIFR dated 26th November, 1996 was challenged in appeal. The Appellate Authority for Industrial and Financial Reconstruction, however, by order dated 17th February, 1997 has dismissed the appeal holding that there is no justification in challenging the direction regarding the deposit of Rs. 40 lakhs in No Lien Account. ( 5 ) THE challenge of the petitioners to the direction of deposit of Rs. 40 lakhs as aforesaid is on the ground that BIFR has no jurisdiction to impose such a condition under the provisions of the Act. On the other hand, controverting this contention it was also submitted on behalf of the Punjab National Bank by its Counsel that, in any case, the conduct of the petitioners, disentitles them to seek any discretionary relief from this Court in exercise of the writ jurisdiction. ( 6 ) REFERENCE has been made by learned Counsel for the Bank to the fact of raid having been conducted by police party on the factory of the petitioner Company and the police having recovered at the time of raid that duplicate cement was being manufactured and cementiron dust. Earth of Jaipur, sand and stone was mixed and was being grinded for manufacturing cement and that huge quantity of cement was being manufactured in the factory. This was sought to be demonstrated from a newspaper report. Reference has also been made by learned Counsel regarding the advertisement of the second sale on 5th May, 1996. It is submitted that the Bank had not advertised the said sale and the petitioners themselves released the advertisement and did the mischief by alleging against the Bank that it had issued the advertisement and then filing a suit against the Bank in this regard. It is submitted that the Bank had not advertised the said sale and the petitioners themselves released the advertisement and did the mischief by alleging against the Bank that it had issued the advertisement and then filing a suit against the Bank in this regard. It was pointed out that the Bank on the contrary after seeing the said advertisement filed an injunction application against the same and obtained the injunction from the Court It was also pointed out that the reason given by Company for its becoming sick on account of nonavailability of finance from the Bank as alleged in the writ petition, was on the face of it misconceived since in the Scheme filed alongwith the writ petition, the petitioner itself had given reasons on Pages 34 and 35 for its sickness and the said reasons did not attribute the non-availability of the finance from the Bank as the cause for the Company becoming sick and thus it was pointed out that the petitioners had tried to mislead the Court. ( 7 ) THE further contention of learned Counsel for the Punjab National Bank is that besides the fact that the Company was found to be indulging in manufacture of spurious cement and had also made an attempt to sell the assets of the Company, it has also to be kept in view that the members of the BIFR included financial experts and they had by experience seen that the Schemes remained pending for years and thus considering the facts and circumstances of the case, they imposed the condition of deposit of Rs. 40 lakhs in a No Lien Account to determine the bona fides of the promoters. ( 8 ) ON the other hand, the submission of learned Counsel for the petitioners with reference to Sections 15, 16 and 17 of the Act is that BIFR has no power or jurisdiction to impose a pro-condition of deposit for considering the Scheme of Rehabilitation. The challenge was also to the direction that in case the amount is not deposited the Operating Agency may issue advertisement for change of management by inviting offers for take-over, leasing, amalgamation, merger for rehabilitation with or without one time settlement of the dues of the financial institutions and Banks. It was contended that direction was meaningless since no one would know what the liabilities were and what were the other proposals. It was contended that direction was meaningless since no one would know what the liabilities were and what were the other proposals. We are unable to accept both the contentions. ( 9 ) SECTION 15 of the Act, inter alia provides for reference being made to BIFR by an Industrial Company when it becomes sick Industrial Company. It has to satisfy the conditions stipulated in the said provision. Section 16, inter alia, provides for an enquiry by BIFR into the working of the sick Industrial Company for determining whether it has become sick Industrial Company. Under Section 17, if after making an enquiry under Section 16, BIFR is satisfied that a Company has become a sick Industrial Company, it is required to decide whether it is practicable for the Company to make its net worth exceed the accumulated losses within a reasonable time. The contention on behalf of the petitioners is based on Section 17 of the Act contending that under Section 17 no condition like the one imposed by BIFR can be imposed. Section 17 reads as under : "17. Powers of Board to make suitable order on the completion of inquiry- (1) If after making an inquiry under Section 16, the Board is satisfied that a Company has become a sick Industrial Company, the Board shall, after considering all the relevant facts and circumstances of the case, decide, as soon as may be by order in writing, whether it is practicable for the Company to make its net worth exceed the accumulated losses within a reasonable time. (2) If the Board decides under Section-section (1) that it is practicable for a sick Industrial Company to make its net worth exceed the accumulated losses within a reasonable time, the Board, shall, by order in writing and subject to such restriction or conditions as may be specified in the order, give such Company as it may deem fit to make its net worth exceed the accumulated losses. (3) If the Board decides under Sub-section (1) that it is not practicable for a sick Industrial Company to make its net worth exceed the accumulated losses within a reasonable time and that it is necessary or expedient in the public interest to adopt all or any of the measures specified in Section 18 in relation to the said Company it may, as soon as may be, by order in writing, direct any Operating Agency specified in the order to prepare, having regard to such guidelines as may be specified in the order, a scheme providing for such measures in relation to such Company. (4) The Board may - (a) if any of the restrictions or conditions specified in an order made under Sub-section (2) are not complied with by the Company concerned, or if the Company fails to revive in pursuance of the said order, review such order on a reference in that behalf from any agency referred to in Sub-section (2) of Section 15 or on its own motion and pass a fresh order in respect of such Company under Sub- section (3); (b) if the Operating Agency specified in an order made under Subsection (3) makes submission in that behalf, review such order and modify the order in such manner as it may deem appropriate. ( 10 ) IN view of Sub-section (2) of Section 17 it is not possible to accept the contention that the impugned condition imposed by BIFR was without jurisdiction. Sections 17 (1) and (3) are to be read with Sub-sections (2) and (4 ). Sub-section (2) empowers BIFR to impose such conditions as may be specified in the order as it may deem fit to make the Company s net worth exceed the accumulated losses. Subsection (4) provides for consequential carders which may be made on non-compliance of the conditions. It is to be borne in mind that the order of BIFR is a composite order both undersections 16and 17oftheact. The BIFR has held that the Company has become a Sick Industrial Company (Section 16 ). It has further been held by BIFR that it is not possible for the Company to revive on its own and that it is necessary in public interest to take measures specified under Section 18 of the Act (Sub-section (3) of Section 17 ). The BIFR has held that the Company has become a Sick Industrial Company (Section 16 ). It has further been held by BIFR that it is not possible for the Company to revive on its own and that it is necessary in public interest to take measures specified under Section 18 of the Act (Sub-section (3) of Section 17 ). In this view, in fact, it was not necessary for BIFR to give an opportunity to the Company under Section 17 (2) of the Act but it showed a concession to the promoters to come forth with a scheme since they claimed that they could revive the Company. Considering, however, the facts and circumstances of the case and past experience in similar matters, to test the bona fides of the claim of the promoters, the condition of deposit of Rs. 40 lakhs in a No Lien Account was imposed. The promoters, it seems clear, want to avail the concession but without compliance of condition of deposit in No Lien Account. They have no such right. The appeal against the order of BIFR has also been rightly dismissed by the Appellate Authority. There is no illegality in the condition imposed by BIFR. The reliance by learned Counsel for the petitioners on decisions in the case of Harry Refractory and Ceramic Works Pvt. Ltd. and Anr. v. Appellate Authority for Industrial and Financial Reconstruction and Ors. , C. W. 1794/96 decided on 26th August 1996, and on the case of R. C. S. Vanaspati Labour Union and Ors. v. Board for Industrial and Financial Reconstruction and Ors. , decided on 20th March 1996, both of Calcutta High Court is misplaced. On the facts of the case before the learned Single Judges of the Calcutta High Court, the condition imposed regarding deposit was set aside. It was not held in the said decisions that the BIFR had no jurisdiction to impose the condition. ( 11 ) IN view of above, we are of the opinion that considering the facts and circumstances of the case, BIFR was justified in imposing the condition sought to be impugned by the petitioners and the contention that there is no power in BIFR to impose such condition deserves to be rejected. Keeping in view directions of BIFR noticed hereinbefore the second contention has also no force. Keeping in view directions of BIFR noticed hereinbefore the second contention has also no force. The interested parties after the advertisement could get all the relevant details from the Operating Agency. ( 12 ) FOR the aforesaid reasons, we find no substance in the petition. The writ petition is accordingly dismissed. The parties are left to bear their own costs.