ORDER :- In this writ petition the petitioners have prayed for a direction on the Bihar State Financial Corporation-respondent No. 1 (hereinafter referred to as 'the B.S.F.C for short) and its officers to give them the benefits of the "B.S.F.C One Time Settlement Scheme, 2004" (hereinafter referred to as 'the OTS Scheme, 2004') for which the petitioners had applied within the prescribed time with the necessary amounts. The petitioners have also prayed for quashing the Resolution dated 16-11-05 (Annexure-3) restraining the respondents from auctioning and settling the petitioners-Unit with any other person. The petitioners have further prayed for quashing the sale letter dated 16-11-05 and the resolution of the Board of Directors dated 25-8-06 and the order of the respondents dated 12-10-2006 whereby the application of the petitioners for giving them the benefits of the OTS Scheme, 2004 has been rejected and the auction purchasers have been permitted to deposit the money. 2. The petitioners' case is that the petitioner No. 1 is a partnership industrial unit engaged in manufacturing of Calcine and grinding material. At present the industrial unit is situated at Pandara, Ranchi over an area of 2.23 acres. The petitioner No. 2 is the Managing Partner. The Unit was started in the year 1973. The partners also took loan from the respondent-BSFC. The loan of Rs. 3,40,000/- was sanctioned, but out of the same only Rs. 2,64,000/- were released. The partners invested rest major amounts for the Unit from their own resources. Again in the year 1983, an additional loan of Rs. 2 Lacs was sanctioned, but the entire amount was adjusted against the interest accrued on first loan. The petitioners out of their resources constructed another Kiln and at present there are three Down Draft Kilns against the said loan amount. The petitioners have already paid about more than Rs. 12 Lacs against the above loan amount. The B.S.F.C did not pay the additional loan amount within time and added some disputed amount towards the dues account of the petitioner and started demanding the same from the petitioners. The petitioners had then filed writ petition in the Patna High Court, Ranchi Bench (as then was) being C.W.J.C. No. 312/1993(R). The said writ petition was disposed of on 4-11-93 in favour of the petitioners directing the respondents to consider the petitioners' representation and dispose of the same by reasoned order. The petitioners had then filed writ petition in the Patna High Court, Ranchi Bench (as then was) being C.W.J.C. No. 312/1993(R). The said writ petition was disposed of on 4-11-93 in favour of the petitioners directing the respondents to consider the petitioners' representation and dispose of the same by reasoned order. The respondents-B.S.F.C while deciding the petitioners' representation again demanded the disputed amount. Since there was dispute in accounts, the petitioners had to file Title Suit No. 106/95, which led to appeal being T. A. No. 4/2003. The cases were finally decided on 25-7-04. The petitioners have further stated that the respondents-B.S.F.C, in the mean-while, came out with a scheme known as One Time Settlement Scheme, 2004 (OTS-Scheme, 2004). The main condition for availing the benefits of the said Scheme was that there should not be any dispute of the account. As stated hereinabove, the dispute regarding the account was finally decided in T.A. No. 4/03 on 25-7-04, there was thus no longer any dispute regarding the account. The petitioners became eligible for consideration of the OTS Scheme, 2004. The benefits under the said Scheme were extended up to 25-11-05. The respondents in the meanwhile suddenly served a notice dated 16-11-05 (Annexure-3) informing the petitioners that the Unit has been ordered to be sold and if they wish to retain the Unit, they can do so by depositing Rs. 40 Lacs the balance outstanding as on 31-8-05, within 21 days from the date of issuance of sale order i.e. by 6-12-05. The petitioners have spent huge amount out of their own resources, therefore, they want to retain the Unit on payment of the dues either under OTS Scheme or the loan dues. Total amount payable under the OTS Scheme, 2004 would be between 13-14 Lacs only. The petitioners thus preferred to apply for settlement under OTS Scheme and they applied under the OTS Scheme-2004 along with the requisite amount on 25-11-05. The petitioners also filed their representation requesting the M.D., B.S.F.C. not to proceed further in pursuance of the Anneuxre-3 dated 16-11-05. The BSFC thereafter directed the petitioners to deposit application amount of Rs. 46,400/- which was also deposited by the petitioners. When no notice was taken of the petitioners' application under OTS Scheme even thereafter for a long time in spite of several reminders, the petitioners preferred this writ petition on 27-7-06. The BSFC thereafter directed the petitioners to deposit application amount of Rs. 46,400/- which was also deposited by the petitioners. When no notice was taken of the petitioners' application under OTS Scheme even thereafter for a long time in spite of several reminders, the petitioners preferred this writ petition on 27-7-06. It is relevant to mention here that during the pendency of the writ petition, the respondents rejected the petitioners' application for settlement under the OTS Scheme, 2004 by letter No. 447/Z-W dated 12-10-06 and the respondents also advertised the petitioners-Unit for sale in the daily newspaper 'The Hindustan' published from Patna in its edition dated 15-1-03. The petitioners by way of amendments also prayed for quashing the same. 3. When the writ petition is taken up for final hearing, the petitioners expressed his intention to clear the dues payable under OTS Scheme or the loan dues in order to retain the Unit and to that effect filed a petition in this Court giving an undertaking that they are ready to deposit the balance dues amount payable within a period of two months in one instalment or two instalments, as may be directed by this Court. 4. A counter-affidavit has been filed on behalf of the respondents-Bihar State Financial Corporation stating, inter alia, that a term loan of Rs. 3.40 Lacs was sanctioned in favour of the petitioners on 29-6-73. Subsequently an additional loan of Rs. 2 Lacs was sanctioned on 25-3-84. The petitioners-Unit failed to repay the dues of the Corporation as per the term of the agreement and as such legal notice under Sections 29 and 30 of the State Financial Corporations Act, 1951 (hereinafter referred to as 'the said Act') was issued. Then the Unit was advertised for sale on 15-1-03 in daily 'Hindustan' published from Patna. In the meantime, the Corporation announced One Time Settlement Scheme, 2004 for settlement of dues with regard to the Units which are under the non-performing assets categories or in the doubtful and loss categories as per the record of the Corporation. The Scheme was operative w.e.f 26-11-04. The petitioners did not apply under the O.T.S Scheme, 2004 for settlement of dues. In the meantime, the Corporation received tender in response to the sale advertisement and the sale has been decided at a consideration amount of Rs. 150 Lacs. This amount is against the principal outstanding of Rs. The Scheme was operative w.e.f 26-11-04. The petitioners did not apply under the O.T.S Scheme, 2004 for settlement of dues. In the meantime, the Corporation received tender in response to the sale advertisement and the sale has been decided at a consideration amount of Rs. 150 Lacs. This amount is against the principal outstanding of Rs. 4.64 Lacs as on 31-8-05, the balance outstanding of Rs. 42.26 Lacs as on 31-8-05 and valuation of assets assessed by the Corporation to the tune of Rs. 141.50 Lacs as on 11-3-04. Before finalization of sale a copy of the sale order dated 16-11-05 was issued to the petitioners-Unit giving them option to retain the Unit by paying the total loan outstanding. As per the term of the sale order, the promoter of the concern has to pay Rs. 40 Lacs in 21 days from the date of issuance of the sale order and balance of BOS against the concern i.e. Rs. 2,26,195.92/- in three months' period. Since the sale order has been issued on 16-11-05, the right of original promoters became dormant. The petitioners had to deposit at least Rs. 40 Lacs within 21 days from the date of issuance of the sale order, but the petitioners-concern did not deposit the said amount and as such the petitioners cannot claim any right under the One Time Settlement Scheme. The petitioners' application for One Time Settlement Scheme has been rejected by the Board of Directors of the Corporation as before the receipts of the application for One Time Settlement Scheme on 25-11-05, the sale order was issued on 16-11-05. It has been stated that the Corporation had given ample opportunity to the petitioners to repay the loan and retain the Unit and even after the decision of sale of the Unit, the petitioners were given an opportunity to retain the Unit on matching terms of sale by paying the balance loan outstanding in instalment, but the petitioners failed to do so and there is no question of consideration of O.T.S application of the petitioners after issuance of the sale order in favour of the purchaser. It has been stated that the purchaser is now ready to purchase the assets of the Unit after negotiation with the Corporation for a total consideration of Rs. 150 Lacs i.e. above the outstanding dues of Rs. It has been stated that the purchaser is now ready to purchase the assets of the Unit after negotiation with the Corporation for a total consideration of Rs. 150 Lacs i.e. above the outstanding dues of Rs. 42.62 Lacs against the petitioners and as such the Corporation has decided to finalize the sale in favour of the purchaser Shri Nazir Hussain. In Paragraph 49 of the counter -affidavit, the respondents have made statements that "as per the O.T.S. Scheme, 2004 there is no specific bar in accepting the application of any concern even after the sale order has been finalized, but it is the discretion of the Corporation to accept and/or reject the O.T.S application under the peculiar facts and circumstances and also in the interest of the Corporation". 5. In reply to the said counter-affidavit the petitioners have stated, inter alia, that the respondents-Corporation has made vague and unspecific statements and several relevant facts have been suppressed by them. The respondents have not disclosed the date of sale advertisement. The copy of sale advertisement has not been enclosed. They have not disclosed as to how many persons have applied against the sale advertisement and what was the basis of selection of the persons, named in Annexure-3 to this writ petition. It has been stated that before expiry of the period of 21 days from 16-11-05, as mentioned in Anneuxre-3, the petitioners had applied for the benefits of the O.T.S. Scheme, 2004 within time on 25-11-05. The petitioners had specifically requested at the time of filing their application under O.T.S. Scheme for not proceeding further in pursuance of Anneuxre-3. If there was any difficulty in accepting the petitioners' application under the O.T.S. Scheme, 2004, the petitioners had still time till 6-12-06 for taking steps in terms of Anneuxre-3, but the respondents did not wait till the expiry of the prescribed period which shows their malicious attitude. There was no restriction for applying for the O.T.S. Scheme as the time had not lapsed and as such the Board of Directors has wrongly rejected the petitioners' application under the O.T.S Scheme, 2004 on the ground that the petitioners had applied for O.T.S. Scheme after the sale notice of the concern. The application has been maliciously rejected during the pendency of the writ petition. The application has been maliciously rejected during the pendency of the writ petition. It has been further submitted that even in the year 2006 the respondents had come with the O.T.S. Scheme and the petitioners are entitled for the benefits of the O.T.S Scheme and the petitioners cannot be deprived of availing the benefits of the said Scheme merely because the purchaser is ready to purchase the Unit. Moreover, Annexure-3 is the decision of the respondents to sell the Unit, but the same is not a sale order. The said order was conditional with a clause that the purchaser must deposit Rs. 40 Lacs within 30 days from 16-11-05, but the amount of Rs. 40 Lacs was not deposited within that period. The said Anneuxre-3 thus became non-effective due to non-compliance of the said condition. The respondents have thus illegally denied the benefits of O.T.S Scheme to the petitioners and their application under O.T.S Scheme has been arbitrarily rejected in perfunctory manner without giving any opportunity of hearing to the petitioners and as such the same is vitiated being violative of the principles of natural justice. 6. It has been stated on behalf of respondent Nos. 4-7 in whose favour the decision for sale has been taken by the respondents-Corporation that as per the term of the Corporation they have deposited the amount of Rs. 40 Lacs on 7-11-06 and in view thereof, the petitioners' writ petition is not at all maintainable. 7. Mr. V. P. Singh, learned Sr. Counsel appearing on behalf of the petitioners, submitted that the respondents-Corporation themselves had taken a policy-decision for One Time Settlement Scheme, 2004 and the petitioners being entitled to the benefits of the said Scheme had applied for the same, but ignoring the petitioners' application, the respondents arbitrarily took the decision for auction of the Unit. Learned counsel submitted that the Corporation has to act in furtherance of the object of the Act and in accordance with its policy-decision, rules and circulars. But in the instant case the action of the respondents is like an ordinary money-lender who proceeded for auction of the petitioners-concern, though the petitioners are always ready and willing to repay the payable amount under OTS Scheme or to pay the dues, outstanding. Learned Sr. But in the instant case the action of the respondents is like an ordinary money-lender who proceeded for auction of the petitioners-concern, though the petitioners are always ready and willing to repay the payable amount under OTS Scheme or to pay the dues, outstanding. Learned Sr. Counsel submitted that looking to the object and success of the O.T.S Scheme, 2004 the respondents have come out with another similar O.T.S Scheme, 2006. There is no reason for not considering the petitioners' application for giving them the benefits of the said Scheme. He further submitted that the petitioners' application under the O.T.S Scheme has been arbitrarily, mechanically and illegally rejected during the pendency of this writ petition by its resolution dated 25-8-06. It has been further submitted that Annexure-3 is not a document of sale rather it is a decision for sale with certain condition. The condition for sale was not fulfilled by the intending purchasers and the amount was not deposited within the stipulated time by them. The Corporation should not have unduly favoured the respondent Nos. 4-7 and accepted the amount after lapse of the period prescribed for the same. The said decision Annexure-3 was conditional and after the expiry of the prescribed period the same became invalid and inoperative. Learned counsel submitted that the petitioners are ready for clearing the amount payable under the O.T.S Scheme, 2004 and they have also given an undertaking before this Court that they are even ready to clear the total dues of the B.S.F.C. as mentioned in Anenxure-3 i.e. a sum of Rs. 42,26,195.92. Learned counsel submitted that the petitioners-Unit has been advertised for auction at much lower price, though the value of the assets are not less than Rs. 5-6 Crore at the present market rate. The respondents cannot thus deprive the petitioners of their property in arbitrary manner by illegally rejecting their application for One Time Settlement Scheme. 8. Mr. A. K. Mehta, learned counsel appearing on behalf of the respondents, on the other hand, submitted that though the petitioners had applied for One Time Settlement as per the O.T.S. Scheme, 2004, yet since the Unit was advertised for sale by that time, there was no question of entertaining their application under the O.T.S. Scheme. However, during the pendency of this writ petition, the petitioners' application under the O.T.S. Scheme was considered and finally rejected on the said ground. However, during the pendency of this writ petition, the petitioners' application under the O.T.S. Scheme was considered and finally rejected on the said ground. Learned counsel submitted that the petitioners also failed to act in terms of the sale order dated 16-11-05 when they were given opportunity to deposit the amount within 21 days. Learned counsel submitted that the sale order has been revalidated by order dated 12-10-06 on negotiation of the consideration amount of sale to the tune of Rs. 150 Lacs and initial payable amount of Rs. 40 Lacs, by the auction-purchaser within 30 days of revalidation order and with some other conditions. The respondent Nos. 4-6 have also deposited the initial cash payment of Rs. 40 Lacs on 7-11-06. In view of the same, the Corporation has acted in accordance with the sale order and as such the action of the respondents-Corporation is not at all illegal, arbitrary or malicious as has been alleged by the petitioners. Learned counsel submitted that the Supreme Court in the case of Karnataka State Investment and Development Corporation Ltd. v. Cavalet India Limited and others reported in 2005 (4) SCC 456 , has held that 'the High Court in exercise of its jurisdiction under Article 226 of the Constitution of India is not an appellate authority over the acts and deeds of the Financial Corporation and the doctrine of fairness does not convert the writ Courts into appellate authorities over administrative authorities and that the fairness cannot be a one-way street. The fairness required of the Financial Corporation cannot be carried to the extent of disabling them from recovery what is due to them and that the reasonableness is to be tested against the dominant consideration to secure the best price. Learned counsel also referred to and relied on another decision of the Supreme Court in Haryana Financial Corporation and another v. Jagdamba Oil Mills and another, reported in 2002 (3) SCC 496 : ( AIR 2002 SC 834 ) and submitted that the Apex Court while considering the scope of Section 29 of the said Act has observed that the obligation to act fairly on the part of the administrative authorities was evolved to ensure rule of law and to prevent failure of justice. This doctrine is complementary to the principles of natural justice which the quasi-judicial authorities are bound to observe. This doctrine is complementary to the principles of natural justice which the quasi-judicial authorities are bound to observe. But the fairness required of the Corporation cannot be carried to the extent of disabling them from recovering what is due to them. Unless its action is mala fide, even a wrong decision by it is not open to challenge. It is not for the Courts or a third party to substitute its decision, howsoever, more prudent, commercial or business like it may be, for the Corporation. In commercial matters the Courts should not risk their judgments for the judgment of the bodies to whom that task is assigned. 9. After hearing learned counsel for the parties and considering the facts and circumstances appearing on record following admitted facts have emerged on record :- (i) The respondents-B.S.F.C in view of making Settlement of the dues in the cases of the promoters who are unable to repay the loan amount came out with a Scheme known as "One Time settlement Scheme, 2004" (O.T.S., 2004). In the said Scheme there was no restriction that the Unit like the petitioners cannot apply for the benefit of the Scheme, (ii) The benefit of the Scheme was extended up to 25-11-05 (Anneuxre-2). (iii) The petitioners were served with Memo No. 700 dated 16-11-05 whereby they were informed about the sale of their mortgaged/hypothecated assets, (iv) Condition No. 6 of the said order provided that the original promoter may retain its assets on its balance outstanding as on 31-8-04 (Rs. 42.26 lacs) by making payment of Rs. 40 lacs within 21 days from the date of issuance of the sale order i.e. by 6-12-05. (v) The petitioners on coming to know about the said situation and as there was no restriction to apply for the benefits of O.T.S Scheme even after issuance of the decision for the sale dated 16-11-05 (Annexure-3), submitted their application under the O.T.S Scheme, 2004 before the Managing Director of the B.S.F.C on 24-11-05 (Anneuxre-4) and also requested the Managing Director of the Corporation not to proceed further in pursuance of Anenuxre-3. However, the Corporation instead of considering the petitioners' application for which there was no legal impediment, proceeded with the sale process in haste even before expiry of the period of 21 days given to the petitioners to clear the dues. It is also an admitted fact that the respondent Nos. However, the Corporation instead of considering the petitioners' application for which there was no legal impediment, proceeded with the sale process in haste even before expiry of the period of 21 days given to the petitioners to clear the dues. It is also an admitted fact that the respondent Nos. 4-7 in whose favour the decision for sale was taken did not deposit the requisite amount within the prescribed period, which was a condition precedent of sale in their favour. The Annexure-3 could not therefore remain in effect after 15-12-05 due to the said reason. The respondents-Corporation being the instrumentality of the State are expected to act reasonably and fairly and when the petitioners had applied for One Time Settlement under OTS Scheme and the respondent Nos. 4-7 having not deposited the consideration amount within the stipulated time, the petitioners' application for One Time Settlement should have been considered and the petitioners should have been given opportunity to pay the settlement "amount and retain their Unit on which they have invested considerable amounts of money and perseverance for more than three decades. It is true that in the commercial matters the Court should not normally impose its decision and the Court should be slow in interfering with the action/orders of the statutory authorities, but on the other hand, the Court cannot be a silent spectator, blinking at helplessly, when the statutory authority unduly and arbitrarily denies to the citizens their just rights and benefits contrary to the terms and spirit of the statutory provisions. The respondents Nos.1-3 being the State instrumentality are required to exercise their powers fairly and reasonably and in accordance with and in furtherance to the objects and Schemes and provisions of the statute. In the instant case, the said respondents have themselves come out with the said OTS Scheme-2004 and the petitioners having applied for One Time Settlement had shown their intention to clear the dues as per the terms of the settlement. The petitioners cannot be said to have acted contrary to the provisions of the said Act when they applied against the said Scheme, brought by the respondents. The petitioners cannot be said to have acted contrary to the provisions of the said Act when they applied against the said Scheme, brought by the respondents. The decisions of the Supreme Court in Karnataka State Investment and Development Corporation Ltd. as also in Haryana Financial Corporation ( AIR 2002 SC 834 ) (supra) were rendered in different fact situations and are not at all applicable to the facts and circumstances of this Case in which the action of the respondent Nos. 1-3 cannot be said to be fair, reasonable and in accordance with the policy decision. The other decisions referred to and relied upon by learned counsel for the respondents are also not applicable to the facts of the instant case. 10. In course of hearing the petitioners have undertaken to clear the dues shown outstanding against them in Annexure-3, if time is granted to them by this Court. The petitioners are thus still ready to clear the dues as they were earlier having applied for One Time Settlement in accordance with the provisions of the O.T.S Scheme, 2004. 11. In view of the above discussions, it is held that the rejection of the petitioners' application under O.T.S Scheme, 2004 by resolution dated 25-8-06 during the pendency of this writ petition, on the ground that the same was made after issuance of notice of the sale decision, (Annexure-3) is arbitrary, unjust and unsustainable and the same is, hereby, quashed. It is also held that the revalidation of Annexure-3 on accepting the consideration amount from the intending purchasers much after expiry of the prescribed period for making such deposit, ignoring the petitioners' application for One Time Settlement is also arbitrary and unjust and not binding on the petitioners. Since the petitioner has given an undertaking to clear the dues as mentioned in Annexure-3, this writ petition is disposed of directing the respondents to accept payment of the dues found payable as per the Annexure-3, if the same is deposited by the petitioners in two equal instalments within a period of two months from the date of production/receipt of a copy of this order. The first instalment of Rs. 22,00,000/- must be paid within one month from the date of receipt/production of this order. The first instalment of Rs. 22,00,000/- must be paid within one month from the date of receipt/production of this order. If the petitioners deposit the entire dues as per Annexure-3 within the said period, the respondent Nos.1-3 shall reconsider the petitioners' application under O.T.S. Scheme, 2004 on merit, within a period of two months thereafter. The amount so deposited by the petitioners shall be subject to the final decision of the respondent-Corporation, on merit, under the Scheme i.e. adjustment or refund of the amount in excess. If the petitioner is denied benefit of One Time Settlement Scheme, the said amount deposited by the petitioners shall be adjusted towards the Corporation's dues outstanding against the petitioners. If the petitioners fail to deposit the said amount within the prescribed period, the respondent Nos.1-3 shall be at liberty to reconsider and validate the sale in favour of the respondent Nos.4-7 and to proceed for giving effect to the same in accordance with law or to deal with the assets otherwise to secure the best price in the interest of the Corporation. However, there shall be no order as to costs. Order accordingly.