JUDGMENT R.L. Anand, J. - M/s. PML Industries Ltd. having its registered office in Sector 34-A, Chandigarh through its Managing Director Dr. A.S. Bindra and Dr. A.S. Bindra, Managing Director of the said Company (petitioners) have filed the present writ petition under Articles 226/227 of the Constitution of India against respondents No. 1 to 9, fully depicted in the head-note of the writ petition, and they have prayed that a writ in the nature of certiorari be issued and the orders dated 30.4.2001 (Annexure P-32) passed by respondent No. 1 and dated 9.5.2001 (Annexure P-34) passed by the Appellate Authority- respondent No. 2 rejecting the appeal of the petitioners be quashed as these are violative of the principles of natural justice and have been passed without showing any application of mind. It was further prayed by the petitioners that during the pendency of this writ petition the operation of the impugned orders may be stayed. 2. From the voluminous papers of the writ petition we have been able to derive at, that petitioner No. 1 M/s. PML Industries Ltd. was declared as a sick industrial company in terms of Section 3(1)(O) of the Sick Industrial Companies (Special Provisions) Act, 1985 (hereinafter referred to as the Act) and Industrial Development Bank of India (IDBI) was appointed as Operating Agency under Section 17(3) of the said Act to examine the viability of the Company and prepare a scheme for its revival. The Board also directed the Company to submit a fully tied up revival proposal to the Operating Agency for further action. The Board noticed that the Company is not taking any interest in the submission of any revival proposal and vide order dated 30.4.2001 passed the following order :- "In the hearing filed on 14.5.1999, the Bench has declared M/s. PML Industries Ltd. as a sick industrial company in terms of Section 3(1)(O) of the Act, and had appointed IDBI as the Operating Agency under Section 17(3) of the Act to examine the viability of the Company and prepare a scheme for its revival. The Company was directed to submit a fully tied up revival proposal to the OA. 2. In the hearing held on 14.7.2000, the Bench had noted that it was imperative for the Company/promoters to show greater seriousness as also to demonstrate their resourcefulness for the rehabilitation of the Company. The Company was directed to submit a fully tied up revival proposal to the OA. 2. In the hearing held on 14.7.2000, the Bench had noted that it was imperative for the Company/promoters to show greater seriousness as also to demonstrate their resourcefulness for the rehabilitation of the Company. The Bench had directed the Company/promoters to deposit Rs. 50 lacs in an interest bearing No Lien A/c with IDBI (OA) within 3 weeks positively, negotiate OTS with the secured creditors and submit their comprehensive revival proposal to OA within 8 weeks. The Bench had also directed that if this amount was not deposited the Bench would issue order for change in management of the Company without any further hearing. Later, the Bench considered the submission made by the Company and granted it time upto 31.12.2000 to deposit the money with the OA and to submit its revival proposal. The Bench also issued notice on 1.12.2000 to the Company to show cause within three weeks as to why the Bench should not permit all secured creditors to file recovery suits against the Company/promoters/guarantors after 31.12.2000. If the Company fail to comply with the directions of the Bench as above. In its letter dated 14.12.2000, the Company had indicated that they were arranging a tie-up with a foreign Company. The Company, in view of the above, was allowed time upto 31.3.2001 to work out the arrangements with the foreign company and the bank extended the time upto 31.3.2001 for submitting a fully tied up revival proposal. 3. IDBI (OA) in their letter dated 11.4.2001, submitted that the Company did not give any revival proposal even after 31.3.2001. It was further submitted that though the Company had indicated submission of proposal on OTS of dues of secured lenders, the OA was yet to hear about any settlement from the secured creditors. In their letter dated 25.4.2001, the Company submitted that they were in dire need of funds and the Bench may permit temporary withdrawal of Rs. 50 lacs deposited by them in the No Lien A/c for two months. 4. It is clear that there is no revival proposal available for our consideration at this stage. There is no settlement on OTS basis by the Company with the secured creditors either. 50 lacs deposited by them in the No Lien A/c for two months. 4. It is clear that there is no revival proposal available for our consideration at this stage. There is no settlement on OTS basis by the Company with the secured creditors either. The resourcefulness of the promoters is also in doubt in the light of the fact that they are unable to mobilize funds and are even seeking withdrawal of the money deposited in the No Lien A/c. We, therefore, conclude that in the circumstances the Company will not be able to revive on its own. We, therefore, direct :- (i) The OA would prepare a Draft Rehabilitation Scheme on their own, restricting the reliefs/concessions from FIs/Banks strictly as per RBI guidelines and those from the State Government, if any, strictly as per the standard package available to sick industrial company. Such a scheme should be prepared by the OA within a period of two weeks, if not already done, and the same should be made available to the intended bidders including the present promoters who would also be free to submit a revival proposal of its own in response to the advertisement to be issued by the OA. (ii) IDBI (OA) would issue an advertisement for change in management of the Company within 15 days of the receipt of this order, inviting offers for take over/leasing/amalgamation/merger for rehabilitation with or without One Time Settlement (OTS) of the dues of the FIs/Banks, giving four weeks time for submission of offers. The present promoter may also submit an offer in response to the advertisement issued by the OA. (iii) The OA would evaluate the relative merits of the offer received and submit a report to the Board within further 4 weeks, after holding a joint meeting to arrive at an agreed package. They would also send an interim Statute Report to the Board, indicating inter alia, the position of offers received in response to the advertisements. (iv) If no concrete rehabilitation proposal with means of finance fully tied up is received in response to the advertisement issued by the OA, the Bench may consider passing further appropriate order which may include issue of a show cause notice for winding up of the Company without holding any further hearing. (iv) If no concrete rehabilitation proposal with means of finance fully tied up is received in response to the advertisement issued by the OA, the Bench may consider passing further appropriate order which may include issue of a show cause notice for winding up of the Company without holding any further hearing. (v) The cost of the advertisement would initially be born by IDBI (OA) and it would be subsequently shared by the secured creditors on a pro- rata basis within 15 days of the receipt of the bills from the OA. The OA would not delay the release of advertisement on this account. 5. Let copies of this order be sent to the Company, the OA and all concerned parties." 3. The petitioner-Company was not satisfied with the said order and it filed an appeal before the Appellate Authority constituted under the Act and the appeal was dismissed vide impugned order dated 9.5.2001, which runs as follows :- "This appeal is directed against BIFRs order dated 30.4.2001 in case No. 346/98, directing the IDBI (OA) to issue advertisement inviting offers for the rehabilitation of the appellant company by change in management by way of take, over/amalgamation/leasing/merger, with or without one time settlement (OTS) of the dues of the FIs/Banks. 2. The appellant was directed by BIFR as a sick industrial company on 14.5.1999. IDBI was appointed as the Operating Agency (OA) under Section 17(3) of SICA. About two years have passed but there is no workable rehabilitation scheme despite repeated opportunities given by BIFR to the appellant- Company/existing promoters. The learned Counsel for the appellant admits that the appellant-Company is heavily indebted and no workable rehabilitation scheme can be prepared on the basis of standard reliefs and concessions as per RBI guidelines. However, he adds that OTS proposal has been made. The fact is that the appellant-Company/promoters have also not been able to arrive at any agreed OTS terms with the credits (FIs/Banks). The appellant- Company/promoterS were in negotiations with a Spanish Company - Alimentos Preparados Naturales, S.A. - for induction of funds, including participation in equity of the applicant Company, with a view to setTLing, the dues of the FIs/Banks by way of OTS. The appellant- Company/promoterS were in negotiations with a Spanish Company - Alimentos Preparados Naturales, S.A. - for induction of funds, including participation in equity of the applicant Company, with a view to setTLing, the dues of the FIs/Banks by way of OTS. An opportunity for this was granted by BIFR to the appellant-Company by order dated 29.12.2000, giving time upto 31.3.2001 to work out the arrangements with the Spanish Company, during which the Spanish Company could conduct a due diligence study. However, the appellant- Company/promoters were not able to submitted fully tied up proposal by 31.3.2001. It is under the circumstances that BIFR gave the directions to IDBI (OA) to issue advertisement inviting offers for the rehabilitation of the appellant-Company by change in management. BIFR has simultaneously given opportunity to the existing promoters also to submit their offer in response to the advertisement to be issued by IDBI (OA). 3. In response to a query from the Bench, the learned Counsel for the appellant, duly instructed by client, stated that the appellant-Company is presently transacting its business with non-creditors bank and not with Industrial Bank Ltd., which had granted the cash credit facility to the appellant-Company. 4. In CWP No. 5184/94 with CWP No. 32/95, declared by the Honble Delhi High Court on 19.7.1995 (Bennet Colemen and Co. Ltd. and others, v. AAIFR and others), the Honble Delhi High Court held that after the stage under Section 17(2) of the SICA, it is not very material who is the promoter of the sick Company and that the promoter may yet have a preference to rehabilitate or revive the sick Company if its scheme is equal to any other scheme, keeping in view the facts and that the promoter may yet have a preference to rehabilitate or revive the sick company if its scheme is equal to any other scheme, keeping in view the facts and circumstances of each case. The question of the scheme of the existing promoters being equal to or better than any other scheme can come up for consideration only after proposals are invited thorough advertisement and several schemes or proposals are received which can be examined on their comparative merits. SICA envisages expeditious determination and implementation of measures for the rehabilitation of the sick industrial companies. About two years have already passed and no workable rehabilitation scheme is in sight. SICA envisages expeditious determination and implementation of measures for the rehabilitation of the sick industrial companies. About two years have already passed and no workable rehabilitation scheme is in sight. Sufficient time was given to the appellant-Company for working out arrangements with the Spanish Company upon whose assistance the appellant-Company is now basing its hope. The learned Counsel urge that a representative of the Spanish Company has visited the plant and that a meeting has been scheduled on 28.5.2001 at 11 A.M. in the office of the Spanish Company. There is no commitment from the said Spanish Company for investing any specific amounts as equity and/or soft loans nor there is any agreed OTS, indicating the consent of the creditors (FIs/Banks) for accepting the OTS amount and the schedule, for payment. Under these circumstances, BIFR was justified in exploring the alternatives for the rehabilitation of the appellant-Company through other measures. Moreover, no prejudice can be said to be caused to the appellant-Company/existing promoters because existing promoters have also been permitted to put up their proposal in response to the advertisement to be issued by the OA. No ground has been made out for interference in the impugned order. 5. The appeal is dismissed. Dasti. 4. Still not satisfied with the appellate order, the challenge has been given to these orders through this writ petition. 5. We have heard Mr. M.L. Sarin, the learned senior Counsel appearing on behalf of the petitioners assisted by Mr. Hemant Sarin, Advocate and with his assistance have gone through the records of this case. 6. The short point for determination in this writ petition is whether this Court can come to a prima facie conclusion that the impugned orders Annexures P-32 and P-34 are violative of the provisions of the Act and whether the members of the Board or the Appellate Authority had committed an error in jurisdiction so as to warrant any interference in the said orders. 7. The learned senior Counsel vehemently argued before us that the Board did not comply with the mandatory provisions of Section 18(3) of the Act. According to Mr. Sarin, it was not within the competency of the Board to order for the publication of the draft scheme till the objections of the Company are disposed of to the said draft scheme. The learned senior Counsel vehemently argued before us that the Board did not comply with the mandatory provisions of Section 18(3) of the Act. According to Mr. Sarin, it was not within the competency of the Board to order for the publication of the draft scheme till the objections of the Company are disposed of to the said draft scheme. The making of order that the scheme should be advertised and that this advertisement may also make a mention with regard to the change in the management of the Company was beyond the jurisdiction of the Board. We are not in a position to subscribe to the submission raised by the learned senior Counsel. Section 18(3)(a) of the Act provides as under :- "The scheme prepared by the Operating Agency shall be examined by the Board and a copy of the scheme with modification, if any, made by the Board shall be sent, in draft, to the sick industrial company and the Operating Agency and in the case of amalgamation, also to any other company concerned, and the Board shall publish or cause to be published the draft scheme in brief in such daily newspapers as the Board may consider necessary, for suggestions and objections, if any, within such period as the Board may specify." 8. The reading of the above would show that moment an industrial unit is declared sick, the Board is within its competency to direct the Operating Agency to frame a scheme which shall again be examined by the Board itself and the Board has the power to make modification in the scheme proposed/prepared by the Operating Agency. On receipt of this scheme a duty has been cast upon the Board to send the draft of the scheme to the sick industrial unit, Operating Agency and in case of amalgamation, also to any other Company concerned and this section simultaneously gives powers to the Board to publish or cause to be published the said draft scheme either for the revival of the industrial unit or for amalgamation, in such daily newspapers as the Board may consider necessary in order to invite suggestions/objections within the period which shall be specified by the Board itself and this has been exactly done in the present case. If we endorse the argument of Mr. Sarin, then the word "and" appearing in Section 18(3) would become redundant. If we endorse the argument of Mr. Sarin, then the word "and" appearing in Section 18(3) would become redundant. The legislature in its wisdom did not want to lose time for the revival of the sick industrial units. The legislature wanted to secure the interest of the share- holders/promoters. In the present case the conduct of the petitioner No. 1 has been thoroughly examined and scrutinised by the Board. In spite of the fact that a long rope of two years was granted to the petitioner-Company, it failed to give any scheme to the Board leaving the Board with no alternative but to direct the Operating Agency to prepare a draft scheme for scrutiny and examination and send the same to all concerned including the petitioner- Company. Thus, the Board had protected the interest of the petitioner-Company as is quite evident from the order itself when it was observed by the Board that the present promoters can still submit an offer in response to the advertisement which might be made by the Operating Agency. 9. Faced with this difficulty, the learned Counsel for the petitioners has invited our attention to a judgment of the Honble Supreme Court in S.R.F. Limited v. Garware Plastics and Polyesters Ltd. and another, 1995(3) Supreme Court Cases 465. In our opinion, this judgment goes against the petitioners. The legislative intent has been clearly reflected in para No. 11 of the judgment when their Lordships of the Honble Supreme Court were pleased to hold that such like proceedings should not be allowed to be used as dilatory tactics to prevent rehabilitation of the sick company or potentially sick Company, in particular by rival companies. By filing the present writ petition, in our opinion the petitioner-Company wants to put hurdles to the directions given by the Board vide its order dated 30.4.2001. The draft of the scheme will go to the petitioner-Company which can always approach the Board for modification or with its own suggestions for the revival of the sick unit and the Board is duty bound to consider all the objections/proposals whether those are coming from the management of the petitioner-Company or from the share-holders or from the proposed amalgamatory companies. 10. The learned Counsel for the petitioner also made a vain attempt to distinguish the judgment reported as Bennett, Coleman and Co. 10. The learned Counsel for the petitioner also made a vain attempt to distinguish the judgment reported as Bennett, Coleman and Co. Ltd. and others v. Appellate Authority for Industrial and Financial Reconstruction and others, AIR 1996 Delhi 172. But we are not in a position to subscribe to the submission of the learned Counsel for the petitioners. We are further of the opinion that no vested right of the petitioner-Company has been infringed or taken away by passing the impugned orders. 11. It was also submitted by the learned Counsel for the petitioner that the petitioner-Company is a workable unit and is earning lakhs of foreign exchange. Be that as it may the fact remains that due to the fault of the management, the unit has been declared as sick. Then it was submitted by the learned Counsel in the alternative that if his contentions do not prevail upon the mind of the Court, some breathing time may be given to the petitioners by suspending the operation of the impugned orders for a fortnight. We have also considered this request and do not find any merit in the same. Dismissed in limine. Petition dismissed.