JUDGMENT AND ORDER : 1. Heard learned Sr. counsel, Mr. S.M. Chakraborty assisted by learned counsel, Ms. P. Sen for the petitioners and learned Sr. counsel, Mr. S. Deb assisted by learned counsel, Mr. P. Dutta for the respondents. 2. Kiran Sankar Modak, since deceased, (herein-after mentioned as borrower), the predecessor of the present petitioners, took a loan of total Rs. 19,55,000/- in the year 1990-91 for setting up/running a hotel business namely “Hotel Kakoli” at Post-office Chowmohani, Agartala, from the Tripura Industrial Development Corporation Limited (for short, TIDCL) and the loan was sanctioned under certain specific terms and conditions of repayment by installments with interest. Loan agreements were also signed between the borrower and TIDCL (Annexure-P/1, P/2 and P/3 to the writ petition) and further the borrower hypothecated the hotel building with assets to the TIDCL. An equitable mortgage was also created by the borrower by depositing the title Deed of the land of “hotel Kakoli” which is admittedly a very valuable land. The borrower failed to make payment in terms of the agreements and only an amount of Rs. 4,33,000/- was paid by the borrower to the TIDCL. There is no dispute of the fact stated above. It is the case of the petitioners that it was the misfortune of the borrower that he had fallen ill immediately after the hotel business started and was suffering from cancer and for his treatment in Tripura and outside, huge amount was spent and, therefore, he could not make repayment of the loan amount with interest in terms of the agreements. The borrower died out of cancer on 06.09.1998. 3. It is the further case of the petitioners that without issuing any show cause notice, the respondent TIDCL by writing a letter dated 08.07.1998 addressed to the borrower informed him that TIDCL will be taking over possession of the “Hotel Kakoli” on 16.07.1998, invoking the provision of Section 29 of the State Financial Corporation Act (for short, SFC Act). In that letter it was mentioned by the TIDCL that as on 31.01.1998 the principal amount Rs. 19,55,000/- interest amounting to Rs. 24,55,201/- and penal interest amounting to Rs. 3,94,293/- in total Rs. 48,04,494/- was lying due to be paid by the borrower. The borrower was informed that since the borrower has failed to make payment of the amount due, TIDCL shall take over the possession of the hotel on 16.07.1998. 4. 19,55,000/- interest amounting to Rs. 24,55,201/- and penal interest amounting to Rs. 3,94,293/- in total Rs. 48,04,494/- was lying due to be paid by the borrower. The borrower was informed that since the borrower has failed to make payment of the amount due, TIDCL shall take over the possession of the hotel on 16.07.1998. 4. It is the case of the petitioners that the borrower approached TIDCL to have One Time Settlement (for short, OTS) on payment of an amount of Rs. 22,00,000/- (rupees twenty two lakhs) but TIDCL insisted that they were ready to have an OTS if an amount of Rs. 32,00,000/- (rupees thirty two lakhs) was paid which the borrower could not and, therefore, according to the petitioners, the TIDCL taken over possession and management of the hotel on 16.07.1998. 5. It is further alleged by the petitioners that the respondent-TIDCL after taking over possession of the hotel, most wrongly and illegally approached the revenue authority to record the property in the name of the respondent-TIDCL and knowing it the petitioner No. 1 submitted a written objection on 12.10.2006 (Annexure-P/11 to the writ petition) but in spite of objection the property was recorded in the name of the respondent-TIDCL in place of the borrower as the owner of the property. 6. It is alleged by the petitioners that TIDCL has wrongly and illegally occupied the property of the borrower which has been inherited by the petitioners and that the petitioners paid rent to the revenue authority but the borrower’s name was deleted from Khatian without any Deed of Transfer according to law. It is further alleged by the petitioners that TIDCL earning rent by leasing out the property to different tenants and collecting the rent from the tenants every month. The petitioners through RTI collected information from the office of the respondents and found that upto March, 2014 a total amount of Rs. 74,29,745/- was realized as rent by the TIDCL (Annexure P/16 to the writ petition) and upto March 2015, a total amount of Rs. 84,83,305/- was realized towards rent from the property (Annexure-P/17 to the writ petition). 7. The petitioners through RTI collected information from the office of the respondents and found that upto March, 2014 a total amount of Rs. 74,29,745/- was realized as rent by the TIDCL (Annexure P/16 to the writ petition) and upto March 2015, a total amount of Rs. 84,83,305/- was realized towards rent from the property (Annexure-P/17 to the writ petition). 7. It is alleged that the respondent-TIDCL is an instrumentality of the State and that it has unauthorizedly occupied the property of the petitioners and collecting rent from it and that they have usurped the ownership of the property without any authority and so direction should be given to the respondent-TIDCL to hand over the property to the petitioners immediately and also to pay compensation. 8. The respondents, inter-alia, contended that the borrower was a chronic defaulter in repayment of the loan and therefore, TIDCL had no other alternative but to take over the possession and management of the hotel with a view to recover the dues. It is the contention of the respondents that TIDCL is an institution covered by SFC Act and in accordance with the provisions of Section 29 of the SFC Act, TIDCL had taken over the possession and management of the hotel after giving due notice to the borrower. Though it was stated that the possession will be taken over on 16.07.1998 but actually it was taken over an on 20.07.1998. After taking over the property, TIDCL issued sale notice in different daily newspapers and national newspapers in the year 1998 itself but no intending purchaser came forward pursuant to those notices published in ‘Daily Desher Katha’ dated 06.09.1998; ‘Dainik Sambad’ dated 06.09.1998 and ‘The Statesman’ dated 18.09.1998. Since nobody came forward to purchase the property, TIDCL has been collecting the revenue from the tenants of the property. The property was taken over in accordance with law and the revenue authority recorded the name of TIDCL since it is in the occupation of TIDCL. 9. In the writ petition, various allegations were made by the petitioners which were not supposed to be made. However, at the time of hearing learned Sr. counsel, Mr. Chakraborty, for the petitioners, did not insist at all on all the pleadings made in the writ petition. 9. In the writ petition, various allegations were made by the petitioners which were not supposed to be made. However, at the time of hearing learned Sr. counsel, Mr. Chakraborty, for the petitioners, did not insist at all on all the pleadings made in the writ petition. He concentrated his argument stating that TIDCL has the authority to invoke Section 29 of the SFC Act but that provision has not authorised TIDCL to usurp and/or take over ownership of the property. Section 29 only intended to facilitate the financial corporation to realize the loan amount. It does not authorise the financial corporation, submitted learned Sr. counsel, Mr. Chakraborty, to usurp the ownership of the property. The TIDCL after taking over possession and management of the hotel would deal with it according to the procedure prescribed by law but they have not done so, rather, they are enjoying the property and earning profit from the property without informing anything to the petitioners who are the successors of the borrower about the loan account. It is further submitted by Mr. Chakraborty that the petitioners have a right to know what is the due amount of the loan which is to be paid by the borrower and/or his successors and what was the amount already realized from that property from the date of taking over possession. The petitioners are legally entitled to get a loan account certified by the financial corporation so that the petitioners can take appropriate step in respect of the property. He has, therefore, prayed for quashing the Khatian created in the name of TIDCL in place of the borrower and also prayed for directing the respondents to supply up-to-date loan account after adjusting the amount already realized towards rent from the property. 10. Mr. Chakraborty, learned Sr. counsel relied on the following case laws:- (i) Mahesh Chandra vs. Regional Manager, U.P. Financial Corporation and Others, AIR 1993 SC 935 : (1993) 2 SCC 279 . (ii) Haryana Financial Corporation and Another vs. Jagadamba Oil Mills and Another, (2002) 3 SCC 496 . (iii) State of Assam and Others vs. Susrita Holdings Private Ltd. (2014) 11 SCC 192 . (iv) S.J.S. Business Enterprises (P) Ltd. vs. State of Bihar and Others, (2004) 7 SCC 166 . (v) Chairman, Indore Vikas Pradhikaran vs. M/s. Pure Industrial Cock & Chem. (iii) State of Assam and Others vs. Susrita Holdings Private Ltd. (2014) 11 SCC 192 . (iv) S.J.S. Business Enterprises (P) Ltd. vs. State of Bihar and Others, (2004) 7 SCC 166 . (v) Chairman, Indore Vikas Pradhikaran vs. M/s. Pure Industrial Cock & Chem. Ltd. and Others, AIR 2007 SC 2458 : (2007) 8 SCC 705 . 11. On the contrary, Mr. Deb, learned Sr. counsel appearing for the respondents submitted that the writ petition is not maintainable since the relationship between the borrower and the respondent-TIDCL was a contractual obligation which shall be dealt with in terms of the agreement and this Court under Article 226 of the Constitution cannot decide the issue. He has further submitted that the petitioners tactfully filed the writ petition since their claim is a stale claim suffering from delay and latches and to avoid it, the writ petition is filed. It is also contended by learned Sr. counsel, Mr. Deb that TIDCL took auction as per the provisions of Section 29 of the SFC Act and since TIDCL being an instrumentality of the State, taken certain auction according to the provisions prescribed by law, this Court in exercise of the writ jurisdiction should not interfere in the process unless there is a statutory violation on the part of the Corporation or that the Financial Corporation acted unfairly and unreasonably. It is submitted by Mr. Deb that the Corporation taken over the property simply because the loan amount due was not paid by the borrower and the Corporation also took step immediately after taking over for disposal of the property through tender/auction but no purchaser came forward and as a result, the Corporation is in possession of the property. The Khatian was prepared in the name of the Corporation by the revenue authority and for that reason this Court is not required to interfere in the process of taking over since law does not permit such interference. The Corporation proposed for OTS on payment of Rs. 32.00 lakhs in total at the time when the borrower was alive but the borrower did not avail that scope. The Corporation has no fault and writ petition is liable to be dismissed. 12. Learned Sr. counsel, Mr. Deb has referred the following case laws:- (i) Mahesh Chandra vs. Regional Manager, U.P. Financial Corporation and Others, AIR 1993 SC 935 : (1993) 2 SCC 279 . The Corporation has no fault and writ petition is liable to be dismissed. 12. Learned Sr. counsel, Mr. Deb has referred the following case laws:- (i) Mahesh Chandra vs. Regional Manager, U.P. Financial Corporation and Others, AIR 1993 SC 935 : (1993) 2 SCC 279 . (ii) U.P. Financial Corporation vs. GEM Cap (India) Pvt. Ltd. and Others, (1993) 2 SCC 299 . (iii) A.P. State Financial Corporation vs. M/s Gar Re-rolling Mills and Another, (1994) 2 SCC 647 . (iv) U.P. Financial Corporation and Others vs. Naini Oxygen & Acetylene Gas Ltd. and Another, (1995) 2 SCC 754 . (v) Haryana Financial Corporation and Another vs. Jagdamba Oil Mills and Another, (2002) 3 SCC 496 . (vi) Karnataka State Industrial Investment & Development Corporation Ltd. vs. Cavalet India Ltd. and Others, (2005) 4 SCC 456 . (vii) Punjab Financial Corporation vs. Surya Auto Industries, (2010) 1 SCC 297 . (viii) State of Assam and Others vs. Susrita Holdings Private Ltd. (2014) 11 SCC 192 . (ix) S.J.S. Business Enterprises (P) Ltd. vs. State of Bihar and Others, (2004) 7 SCC 166 . 13. It is an admitted position that the predecessor of the petitioners Lt. Kiran Sankar Modak, the borrower took a loan of Rs. 19,55,000/- in the year 1990-1991 from TIDCL under specific terms and conditions of repayment through installments and there were agreements signed between the borrower and the TIDCL. The borrower had failed to make payment of the loan and he had only paid Rs. 4,33,000/-. It is also an admitted position that while the borrower was defaulted in making payment, there was a proposal for OTS and he offered Rs. 22,00,000/- but the TIDCL was ready to accept OTS in the event Rs. 32,00,000/- was paid which the borrower did not agree and, therefore, OTS could not materialize. The borrower died on 06.09.1998, it is also admitted position that TIDCL wrote letter dated 08.07.1998 (Annexure P/8 to the writ petition) to the borrower intending to take over the possession and management of “Hotel Kakoli” for which the loan was taken by the borrower and that taking over was actually done on 20.07.1998. From that day i.e. from 20.07.1998 the entire property i.e. “Hotel Kakoli” is under the possession and management of TIDCL. It is also an admitted position that upto March 2014, TIDCL realized Rs. From that day i.e. from 20.07.1998 the entire property i.e. “Hotel Kakoli” is under the possession and management of TIDCL. It is also an admitted position that upto March 2014, TIDCL realized Rs. 74,29,745/- from that property towards rent from the tenants and upto March 2015, the realization was Rs. 84,83,305/-. The respondents contended that after taking over of the possession and management of the said hotel, TIDCL made attempt to dispose of the property by making advertisement inviting tenders/auction so as to realize the amount lying due from the borrower. 14. The petitioners brought on record that the land of the hotel and building thereon was hypothecated to the TIDCL and that an equitable mortgage was created by submitting the Title Deed of the land of hotel in favour of TIDCL. While TIDCL was in possession and management of the hotel, the record of right of the land was converted from the name of the borrower to the name of TIDCL. 15. Section 29 of the SFC Act reads as follows:- “29. Rights of Financial Corporation in case of default.—(1) Where any industrial concern, which is under a liability to the Financial Corporation under an agreement, makes any default in repayment of any loan or advance or any instalment thereof [or in meeting its obligations in relation to any guarantee given by the Corporation] or otherwise fails to comply with the terms of its agreement with the Financial Corporation, the Financial Corporation shall have the [right to take over the management or possession or both of the industrial concerns], as well as the [right to transfer by way of lease or sale] and realise the property pledged, mortgaged, hypothecated or assigned to the Financial Corporation. (2) Any transfer of property made by the Financial Corporation, in exercise of its powers under sub-section (1), shall vest in the transferee all rights in or to the property transferred [as if the transfer] had been made by the owner of the property. (3) The Financial Corporation shall have the same rights and powers with respect to goods manufactured or produced wholly or partly from goods forming part of the security held by it as it had with respect to the original goods. (3) The Financial Corporation shall have the same rights and powers with respect to goods manufactured or produced wholly or partly from goods forming part of the security held by it as it had with respect to the original goods. (4) Where any action has been taken against an industrial concern] under the provisions of sub-section (1), all costs, [charges and expenses which in the opinion of the Financial Corporation have been properly incurred] by it [as incidental thereto] shall be recoverable from the industrial concern and the money which is received by it shall, in the absence of any contract to the contrary, be held by it in trust to be applied firstly, in payment of such costs, charges and expenses and, secondly, in discharge of the debt due to the Financial Corporation and the residue of the money so received shall be paid to the person entitled thereto. (5) Where the Financial Corporation has taken any action against an industrial concern under the provisions of sub-section (1), the Financial Corporation shall be deemed to be the owner of such concern, for the purposes of suits by or against the concern, and shall sue and be sued in the name of [the concern].” 16. Invoking the above provision, TIDCL taken over the management and possession of “Hotel Kakoli” i.e. the property hypothecated to the TIDCL. Learned Sr. counsel, Mr. Chakraborty for the petitioners has submitted that TIDCL has the jurisdiction to take over management and possession of the hotel but it had no jurisdiction to continue the management and possession of the property in perpetuity. The right of the TIDCL was limited to the extent of taking over management and possession for the purpose of realizing the due amount and not beyond that. 17. Mr. Chakraborty, learned Sr. counsel heavily relied on the case of Mahesh Chandra (supra) and he has referred to the observation of the Apex Court made in Para 15, 16 and 22 of the judgment which read as follows:- “15. Section 29 confers very wide power of the Corporation to ensure prompt payment by arming it with effective measure to realise the arrears. But the simplicity of the language is not an index of the enormous power stored in it. From notice to pay the arrears, it extends to taking over management and even possession with a right to transfer it by sale. But the simplicity of the language is not an index of the enormous power stored in it. From notice to pay the arrears, it extends to taking over management and even possession with a right to transfer it by sale. Every wide power, the exercise of which has farreaching repercussion, has inherent limitation on it. It should be exercised to effectuate the purpose of the Act. In legislations enacted for general benefit and common good the responsibility is far graver. It demands purposeful approach. The exercise of discretion should be objective. Test of reasonableness is more strict. The public functionaries should be duty conscious rather than power charged. Its actions and decisions which touch the common man have to be tested on the touchstone of fairness and justice. That which is not fair and just is un-reasonable. And what is unreasonable is arbitrary. An arbitrary action is ultra vires. It does not become bona-fide and in good faith merely because no personal gain or benefit to the person exercising discretion should be established. An action is mala-fide if it is contrary to the purpose for which it was authorised to be exercised. Dishonesty in discharge of duty vitiates the action without anything more. An action is bad even without proof of motive of dishonesty, if the authority is found to have acted contrary to reason. Power under section 29 of the Act to take possession of a defaulting unit and transfer it by sale requires the authority to act cautiously, honestly, fairly and reasonably. Default in payment of loan may attract section 29. But that alone is insufficient either to assume possession or to sell the property. Neither should be resorted to unless it is imperative. Even though no rules appear to have been framed nor any guideline framed by the Corporation was placed, yet the basic philosophy enshrined in section 24 has to be kept in mind. Rationale of action and motive in exercise of it has to be judged in the light of it. Lack of reasonableness or even fairness at either of the two stages renders the take over and transfer invalid. Unfortunately the Corporation was guilty of not acting in accordance with law either at the stage of take over or in transferring the unit. Admittedly the entire loan was not disbursed. Need of the capital in the last stages cannot be doubted. Unfortunately the Corporation was guilty of not acting in accordance with law either at the stage of take over or in transferring the unit. Admittedly the entire loan was not disbursed. Need of the capital in the last stages cannot be doubted. If the Corporation refused to release the amount at a time when the unit is nearing completion or is ready to start functioning, then it falls short of capital and it is bound to land itself in trouble. This is what happened in this case. The partners did not cooperate and the Corporation without any explanation refused to release the full amount. Result was the appellant stood pressed on one hand from absence of capital and on the other by recovery proceedings. The Corporation, therefore, should honour their commitments of releasing entire loan timely except for very good reasons which should be intimated beforehand to enable the unit holder to comply with shortcoming if any. In its absence of its completion, the proceedings for recovery under section 29 may not be justified. Similarly various situations may arise which may hamper start of the unit - delay in electric supply or delayed delivery of machinery vital for the functioning of the unit. Such difficulties do require rescheduling of payment of instalment because, if the unit, for reasons beyond the control of the unit holder, could not start, then how will the amount be repaid. Endeavour should be to adjust and accommodate as business considerations require the unit to function for benefit, both, of the general public and the Corporation. It is not mandatory, as a matter of law, to observe the process of taking over strictly. But if there is no option left and the unit is taken over then its transfer require not only sincere effort but to act reasonable and fairly. 16. Equally Sub-section 4 of Section 29 treated the Corporation "to be a trustee" of the debtor or person claiming title through him. It saddles the Corporation or the officer concerned with inbuilt duties, responsibilities and obligations towards the debtor in dealing with the property and entails him to act as a prudent and reasonable man standing in the shoes of the owner. According to Prof. Issac, a noted author on Trusts, trusteeship has become a readily available tool for everyday purpose of organization, financing, risk shifting, credit operations, settling disputes and liquidation of business affairs. According to Prof. Issac, a noted author on Trusts, trusteeship has become a readily available tool for everyday purpose of organization, financing, risk shifting, credit operations, settling disputes and liquidation of business affairs. Maitland, the other renowned writer on Equity, observed that one of the exploits of equity, the largest and the most important, is the innovation and development of the trust. Thus, trust has been and is being applied for all purposes mentioned by Prof. Issac and many others as a device to accomplish different purposes. Trusteeship is an institution of elasticity and generality. The broad base of the concept of property or its management vested in one person and obligation imposed for its enjoyment by others is accepted in Hindu jurisprudence. Therefore, when the property of the debtor stands transferred to the Corporation for management or possession thereof which includes right to sell or further mortgage etc., the Corporation or its officers or employees stands in the shoes of the debtor as trustee and the property cestui que trust. In N. Suryanarayan Iyer's Indian Trust Act (3rd Edition, 1987 at page 275 in Section 37 it is stated that, "Where the trustee is empowered to sell any trust property....by public auction or private contract and either at one time or at several times.....” the duty of trustee is to obtain the best price. He should, therefore, use reasonable diligence in inviting competition to that end. Where a contract of sale has been entered into bona-fide by a trustee the court will not allow it to be rescinded or invalidated because another purchaser comes forward with a higher price. It would, however, be improper for the trustee to contract in circumstances of haste and improvidence. Where in a trust for sale and payment of creditors the trustee sold at a gross undervaluation showing a preference to one of the creditors, he was held guilty of breach of trust. If the purchaser is privy of the fraud the property itself can be recovered from him......... 22. Keeping these various factors giving rise to conflicting interest the following directions are necessary to be issued to be observed by the Corporation while exercising power under Section 29: Every endeavour should be made, to make the unit viable and be put on working condition. If it becomes unworkable: (1) Sale of a unit should always be made by public auction. If it becomes unworkable: (1) Sale of a unit should always be made by public auction. (2) Valuation of a unit for purposes of determining adequacy of offer or for determining if bid offered was adequate, should always be intimated to the unit holder to enable him to file objection if any as he is vitally interested in getting the maximum price. (3) If tenders are invited then the highest price on which tender is to be accepted must be intimated to the unit holder. (4)(a) If unit holder is willing to offer the sale price, as the tenderer, then he should be offered same facility and unit should be transferred to him. And the arrears remaining thereafter should be rescheduled to be recovered in instalments with interest after the payment of last instalment fixed under the agreement entered into as a result of tendered amount. (b) If he brings third parties with higher offer it would be tested and may be accepted. (5) Sale by private negotiation should be permitted only in very large concerns where investment runs in very huge amount for which ordinary buyer may not be available or the industry itself may be of such nature that by (sic many) normal buyers may not be available. But before taking such steps there should be advertisements not only in daily newspapers but business magazines and papers. (6) Request of the unit holder to release any part of the property on which the concern is not standing of which he is the owner should normally be granted on condition that sale proceeds shall be deposited in loan account.” 18. It is the submission of Mr. Chakraborty, learned Sr. counsel that the decision in Mahesh Chandra (supra) was interfered to some extent in the case of Jagdamba (supra). But that decision was subsequently also followed in the case of Susrita Holdings (supra). 19. Learned Sr. counsel, Mr. Deb has submitted that in the case of Jagdamba (supra) the larger Bench of the Apex Court has overruled the decision in the case of Mahesh Chandra (supra) as a whole and only in respect of the finding in Para 15 of Mahesh Chandra (supra), the Supreme Court has made observation in Para 30 and 32 of the judgment of Susrita Holdings (supra). 20. 20. In Jagdamba (supra) the Supreme Court has categorically held that while the Corporation is expected to act fairly in the matter of disbursement of the loan, there is corresponding duty cast upon the borrowers to repay the installment in time, unless prevented by insurmountable difficulties. Regular payment is the rule and non-payment due to extenuating circumstances is the exception. If the repayments are not received as per the scheduled time frame, it will disturb the equilibrium of the financial arrangements of the Corporations. They do not have at their disposal unlimited funds. They have to cater to the needs of the intended borrowers with the available finance. Non-payment of the installment by a defaulter may stand in the way of a deserving borrower getting financial assistance. 21. In the said judgment, the Supreme Court has also held that the relationship between the Corporation and the borrower is that of a creditor and debtor. The Court also held:- “It is true that the distinction between a quasijudicial and the administrative action has become thin, as pointed out by this Court as far back as 1970 in A.K. Kraipak vs. Union of India, (1969) 2 SCC 262 . Even so, the extent of judicial scrutiny/judicial review in the case of administrative action cannot be larger than in the case of quasi-judicial action. If the High Court cannot sit as an appellate authority over the decisions and orders of quasi-judicial authorities, it follows equally that it cannot do so in the case of administrative authorities. In the matter of administrative action, it is well known, more than one choice is available to the administrative authorities; they have a certain amount of discretion available to them.......” 22. In Para 13 of the judgment, the Supreme Court held:- “13. The fairness required of the Corporations cannot be carried to the extent of disabling them from recovering what is due to them. The matter can be looked at from another angle. The Corporation is an independent autonomous statutory body having its own constitution and rules to abide by and functions and obligations to discharge. As such in the discharge of its functions, it is free to act according to its own light. The views it forms and decisions it takes are on the basis of the information in its possession and the advice it receives and according to its own perspective and calculations. As such in the discharge of its functions, it is free to act according to its own light. The views it forms and decisions it takes are on the basis of the information in its possession and the advice it receives and according to its own perspective and calculations. 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, however, more prudent, commercial or businesslike it may, for the decision of the Corporation. As was observed by this Court in U.P. Financial Corporation and Others vs. Naini Oxygen & Acetylene Gas Ltd. and Another, (1995) 2 SCC 754 , in commercial matters the courts should not risk their judgments for the judgments of the bodies to whom that task is assigned. As was rightly observed by this Court in Karnataka State Financial Corporation vs. Micro Cast Rubber & Allied Products (P) Ltd. and Others, (1996) 5 SCC 65 : JT (1996) 6 SC 37, in the matter of action by the Corporation in exercise of the powers conferred on it under Section 29 of the Act, the scope of judicial review is confined to two circumstances i.e. (a) where there is statutory violation on the part of the State Financial Corporation, or, (b) where the State Financial Corporation acts unfairly i.e. unreasonably. While exercising its jurisdiction under Article 226 of the Constitution of India, 1950 (in short 'the Constitution'), the High Court does not sit as an appellate authority over the acts and deeds of the Corporation. Similarly, the courts other than the High Courts are not to interfere with action under Section 29 of the Act unless the aforesaid two situations exist.” 23. In Para 18 of the judgment, the Supreme Court held: “18.The subsequent decisions of this Court in Gem Cap (1993) 2 SCC 299 , Naini Oxygen (1995) 2 SCC 754 and Micro Cast Rubber (1996) 5 SCC 65 run counter to the view expressed in Mahesh Chandra's case (1993) 2 SCC 279 . In our opinion, the issuance of the said guidelines in Mahesh Chandra's case are contrary to the letter and the intent of Section 29. In our view, the said observations in Mahesh Chandra's case do not lay down the correct law and the said decision is overruled.” 24. In our opinion, the issuance of the said guidelines in Mahesh Chandra's case are contrary to the letter and the intent of Section 29. In our view, the said observations in Mahesh Chandra's case do not lay down the correct law and the said decision is overruled.” 24. It is, therefore, clear that the decision in Mahesh Chandra (supra) was entirely overruled by the judgment in Jagdmba (supra) and since the judgment in Jagdamba is by a three Judges Bench, it shall prevail over the judgment in Mahesh Chandra. 25. In the case of Susrita Holdings, the Supreme Court taking note of both Mahesh Chandra and Jagdmba, in Para 30 of the judgment, observed thus:- “30. With regard to the procedure to be followed while selling the property, this Court, in the case of Mahesh Chandra vs. Regional Manager U.P. Financial Corporation, (1993) 2 SCC 279 , has held: (SCC pp. 292- 95, paras 15-17) “15..........Every wide power, the exercise of which has far reaching repercussion, has inherent limitation on it. It should be exercised to effectuate the purpose of the Act. In legislations enacted for general benefit and common good the responsibility is far graver. It demands purposeful approach. The exercise of discretion should be objective. Test of reasonableness is more strict. The public functionaries should be duty conscious rather than power charged. Its actions and decisions which touch the common man have to be tested on the touchstone of fairness and justice. That which is not fair and just is unreasonable. And what is unreasonable is arbitrary. An arbitrary action is ultra vires. It does not become bona-fide and in good faith merely because no personal gain or benefit to the person exercising discretion should be established. An action is mala fide if it is contrary to the purpose for which it was authorised to be exercised. Dishonesty in discharge of duty vitiates the action without anything more. An action is bad even without proof of motive of dishonesty, if the authority is found to have acted contrary to reason....... 16.........It saddles the Corporation or the officer concerned with inbuilt duties, responsibilities and obligations towards the debtor in dealing with the property and entails him to act as a prudent and reasonable man standing in the shoes of the owner. According to Prof. 16.........It saddles the Corporation or the officer concerned with inbuilt duties, responsibilities and obligations towards the debtor in dealing with the property and entails him to act as a prudent and reasonable man standing in the shoes of the owner. According to Prof. Issac, a noted author on Trusts, trusteeship has become a readily available tool for everyday purpose of organisation financing, risk shifting, credit operations, settling disputes and liquidation of business affairs. Maitland, the other renowned writer on Equity, observed that one of the exploits of equity; the largest and the most important, is the innovation and development of the trust. Thus, trust has been and is being applied for all purposes mentioned by Prof. Issac and many others as device to accomplish different purposes. Trusteeship is an institution of elasticity and generality. The broad base of the concept of property or its management vested in one person and obligation imposed for its enjoyment by others is accepted in Hindu jurisprudence. Therefore, when the property of the debtor stands transferred to the Corporation for management or possession thereof which includes right to sell or further mortgage etc. the Corporation or its officers or employees stands in the shoes of the debtor as trustee and the property cestui que trust. In N. Swyanarayan Iyer's Indian Trust Act, (3rd Edn., 1987 at p. 275) in Section 37 it is stated that, "Where the trustee is empowered to sell any trust property...by public auction or private contract and either at one time or at several times...’ the duty of trustee is to obtain the best price. He should, therefore, use reasonable diligence in inviting competition to that end. Where a contract of sale has been entered into bona-fide by a trustee the court will not allow it to be rescinded or invalidated because another purchaser comes forward with a higher price. It would, however, be improper for the trustee to contract in circumstances of haste and improvidence. Where in a trust for sale and payment of creditors the trustee sold at a gross under valuation showing a preference to one of the creditors, he was held guilty of breach of trust. If the purchaser is privy of the fraud the property itself can be recovered from him." 17. The sale may be either by public auction or private contract. If the purchaser is privy of the fraud the property itself can be recovered from him." 17. The sale may be either by public auction or private contract. In either case the trustee has to keep in mind that he must obtain the most advantageous price. Kerr on Receivers 17th Edn, at p. 208) stated that "a receiver, however, is not expected any more than a trustee or an executor to take more care of their property entrusted to him than he would have as a reasonably prudent man of business." In Halsbury's Law of England, 4th Edn., Vol. 39, at para 919 it is stated that: 919. Degree of prudence required - the "Receiver will be compelled to make good the loss unless he can show that he has acted with perfect regularity and has used such degree of prudence as would be expected from a private individual in relation to his own affairs." The trustee or a receiver is, therefore, duty bound to protect and preserve the property in his possession and the standard of conduct expected of him, in dealing with the property or sale thereof, is as a prudent owner would exercise in dealing with his own property or estate. The degree of care expected of him in handling property taken possession of is measured by the degree of care expected of a person acting as trustee, executors or assignee. The object and endeavour should also be to secure maximum advantage or price in a sale of the property in lots or as whole, as exigencies warrant.” Though, this case was subsequently overruled by this Court by a three judge bench decision in the case of Haryana Financial Corporation and Another vs. Jagdamba Oil Mills, (2002) 3 SCC 496 on the point of guiding principles laid down to sell mortgaged property by the Financial Corporation under Section 29 of the State Financial Corporations Act, 1951 (in short ‘SFC Act’). However, keeping in view the facts and circumstances of that case and as per Section 29 of the SFC Act, the guidelines laid down in Mahesh Chandra (1993) 2 SCC 279 were found fault with to sell the property mortgaged with Financial Corporations. However, the principle of Public Trust Doctrine referred to in Mahesh Chandra’s case (supra) shall be applied to fact situation at hand as the public interest has adversely affected in this case. However, the principle of Public Trust Doctrine referred to in Mahesh Chandra’s case (supra) shall be applied to fact situation at hand as the public interest has adversely affected in this case. Notwithstanding the aforesaid decision in Jagdamba Oil Mills case (supra) overruling the guidelines laid down in Mahesh Chandra’s case keeping in view that reasonableness and fairness in action shall be adhered by the state and its instrumentalities, is the ratio laid down by this court, to pass the test of Article 14 reiterated after referring to three Judge Bench decisions in case of Ramana Dayaram Shetty vs. International Airport Authority of India, (1979) 3 SCC 489 , Kasturi Lal Lakshmi Reddy vs. State of Jammu and Kashmir, (1980) 4 SCC 1 and other catena of cases which were mentioned in Akhil Bhartiya Upbhokta Congress vs. State of M.P. (2011) 5 SCC 29 are aptly applicable to the fact situation of the case on hand.” 26. In the case of S.J.S. Business Enterprises (supra), the Supreme Court in Para 17 & 18 of the judgment observed thus:- “17. We are of the view that the sale effected in favour of respondent No. 6 cannot be sustained. It is axiomatic that the statutory powers vested in the State Financial Corporation under the State Financial Corporation Act, must be exercised bona-fide. The presumption that public officials will discharge their duties honestly and in accordance with the law may be rebutted by establishing circumstances which reasonably probabalise the abuse of that power. In such event it is for the officer concerned to explain the circumstances which are set up against him. If there is no credible explanation forthcoming the Court can assume that the impugned action was improper [See Pannalal Binjraj and Others vs. Union of India, AIR 1957 SC 397 , 409], AIR at p. 409. Doubtless some of the restrictions placed on State Financial Corporations exercising their powers under Section 29 of the State Financial Corporation Act, as prescribed in Mahesh Chandra vs. Regional Manager, U.P. Financial Corporation, (1993) 2 SCC 279 , are no longer in place in view of the subsequent decision in Haryana Financial State Corporation vs. Jagdamba Oils Mills, (2002) 3 SCC 496 . However, in overruling the decision in Mahesh Chandra, this Court has affirmed the view taken in Chairman and Managing Director, SIPCOT vs. Contromix Pvt. Ltd. 1995 (4) SCC 595 and said that in the matter of sale under Section 29, the State Financial Corporation must act in accordance with the statute and must not act unfairly i.e. unreasonably. If they do, their action can be called into question under Article 226. Reasonableness is to be tested against the dominant consideration to secure the best price for the property to be sold. "This can only be achieved when there is a maximum public participation in the process of sale and everybody has an opportunity of making an offer. Public auction after adequate publicity ensures participation of every person who is interesting in purchasing the property and generally secures the best price." 18. Adequate publicity to ensure maximum participation of bidders in turn requires that a fair and practical period of time must be given to purchasers to effectively participate in the sale. Unless the subject matter of sale is of such a nature which requires immediate disposal, an opportunity must be given to the possible purchaser who is required to purchase the property on “as-is-where-is-basis” to inspect it and to give a considered offer with the necessary financial support to deposit the earnest money and pay the offered amount, if required.” 27. In the case of Chairman, Indore Vikas Pradhikaran, AIR 2007 SC 2458 : (2007) 8 SCC 705 , the Supreme Court in Para 54 and 55 of the judgment observed thus:- “54. The right of property is now considered to be not only a constitutional right but also a human right. 55. The Declaration of Human Rights (1789) enunciates under Article 17 "since the right to property is inviolable and sacred, no-one may be deprived thereof, unless public necessity, legally ascertained, obviously requires it and just and prior indemnity has been paid." Further under Article 217 (IIII) of 10th December, 1948, adopted in the General Assembly Resolution it is stated that : (i) Everyone has the right to own property alone as well as in association with others. (ii) No-one shall be arbitrarily deprived of his property.” 28. Learned Sr. counsel, Mr. (ii) No-one shall be arbitrarily deprived of his property.” 28. Learned Sr. counsel, Mr. Deb has argued that this Court has no jurisdiction to exercise power under Article 226 of the Constitution in respect of a matter in which the Corporation has exercised power under Section 29 of SFC Act. 29. I am in agreement with the submission of learned Sr. counsel, Mr. Deb to the extent that this Court shall not ordinarily interfere in the exercise of power by the Corporation in realizing the dues to be paid by a borrower. An unscrupulous borrower cannot be given a privilege to avoid the due payment to the Corporation. But, the Corporation should exercise the power within the limit of the statute. The Corporation cannot act beyond the prescribed power of the statute. I am aware that the power of judicial review under Article 226 is not attracted against the decision but is confined to the decision making process. Judicial review is not an appeal from a decision but a review in the manner in which the decision is made. This Court cannot sit in judgment but can see the correctness of the decision making process. 30. Section 29 of the SFC Act authorised the Financial Corporation to take over the possession and management of the property hypothecated to the Corporation as a security and also can take over the property which has been mortgaged to the Corporation but the Corporation by way of taking over the possession and management cannot become owner of the property and cannot erase the name of the original borrower from the record of right. Here, the Corporation i.e. TIDCL corrected Khatian of the mortgaged property in their name in place of the name of the borrower and thereby exposed themselves as if they have become owner of the property. Section 29 of the Act clearly stipulates the object of taking over possession and management only for the purpose of realization of the dues and not to usurp the property as owner of the same. In case the Corporation in the process of realizing the dues sells out the property, any Deed executed by the Corporation will be amounting to a Deed executed by the true owner and in that case, the Corporation will be treated as deemed owner. In case the Corporation in the process of realizing the dues sells out the property, any Deed executed by the Corporation will be amounting to a Deed executed by the true owner and in that case, the Corporation will be treated as deemed owner. The Corporation is also authorised to lease out the property for the purpose of realization of the dues. The Corporation here exceeded their jurisdiction by creating Khatian in their name in place of the borrower. 31. The Supreme Court in the case of Gem Cap (India) Pvt. Ltd. (supra), a two Judges Bench of the Apex court taking note of the observation made in Mahesh Chandra (supra), further observed in Para 10 and 11 of the judgment which read as follows:- “10. It is true that the appellant Corporation is an instrumentality of the State created under the State Financial Corporations Act, 1951. The said Act was made by the Parliament with a view to promote industrialisation of the States by encouraging small and medium industries by giving financial assistance in the shape of loans and advances, repayable within a period not exceeding 20 years from the date of loan. We agree that the Corporation is not like an ordinary moneylender or a Bank which lends money. It is a lender with a purpose the purpose being promoting the small and medium industries. At the same time, it is necessary to keep certain basic facts in view. The relationship between the Corporation and the borrower is that of creditor and debtor. The corporation is not supposed to give loans once and go out of business. It has also to recover them so that it can give fresh loans to others. The Corporation no doubt has to act within the four corners of the Act and in furtherance of the object underlying the Act. But this factor cannot be carried to the extent of obligating the Corporation to revive and resurrect every sick industry irrespective of the cost involved. Promoting industrialisation at the cost of public funds does not serve the public interest; it merely amounts to transferring public money to private account. The fairness required of the Corporation cannot be carried to the extent of disabling it from recovering what is due to it. Promoting industrialisation at the cost of public funds does not serve the public interest; it merely amounts to transferring public money to private account. The fairness required of the Corporation cannot be carried to the extent of disabling it from recovering what is due to it. While not insisting upon the borrower to honour the commitments undertaken by him, the Corporation alone cannot be shackled hand and foot in the name of fairness. Fairness is not a one way street, more particularly it matters like the present one. The above narration of facts shows that the respondents have no intention of repaying any part of the debt. They are merely putting forward one or other ploy to keep the Corporation at bay. Approaching the Courts through successive writ petitions is but a part of this game. Another circumstance. These Corporations are not sitting on King Solomon's mines. They too borrow monies from Government or other financial corporation. They too have to pay interest thereon. The fairness required of it must be tempered nay, determined, in the light of all these circumstances. Indeed, in a matter between the Corporation and its debtor, a writ court has no say except in two situations: (1) there is a statutory violation on the part of the Corporation or (2) Where the Corporation acts unfairly i.e., unreasonably. While the former does not present any difficulty, the latter needs a little reiteration of its precise meaning. What does acting unfairly or unreasonably mean? Does it mean that the High Court exercising its jurisdiction under Article 226 of the Constitution can sit as an Appellate Authority over the acts and deeds of the corporation and seek to correct them? Surely, it cannot be. That is not the function of the High Court under Article 226. Doctrine of fairness, evolved in administrative law was not supposed to convert the writ courts into appellate authorities over administrative authorities. The constraints self-imposed undoubtedly-of writ jurisdiction still remain. Ignoring them would lead to confusion and uncertainty. The jurisdiction may become rudderless. 11. The obligation to act fairly on the part of the administrative authorities was evolved to ensure the 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. Ignoring them would lead to confusion and uncertainty. The jurisdiction may become rudderless. 11. The obligation to act fairly on the part of the administrative authorities was evolved to ensure the 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. It is true that the distinction between a quasi-judicial and the administrative action has become thin, as pointed out by this Court as far back as 1970 in A.K. Kraipak and Others vs. Union of India, (1969) 2 SCC 262 : AIR 1970 SC 150 . Even so the extent of judicial scrutiny/judicial review in the case of administrative action cannot be larger than in the case of quasi-judicial action. If the High Court cannot sit as an appellate authority over the decisions and orders of quasi-judicial authorities it follows equally that it cannot do so in the case of administrative authorities. In the matter of administrative action, it is well known, more than one choice is available to the administrative authorities; they have a certain amount of discretion available to them. They have "a right to choose between more than one possible course of action upon which there is room for reasonable people to hold differing opinions as to which is to be preferred” (Lord Diplock in Secretary of State for Education and Science vs. Metropolitan Borough Counsel of Tameside, 1977 AC 1014, 1064). The Court cannot substitute its judgment for the judgment of administrative authorities in such cases. Only when the action of the administrative authority is so unfair or unreasonable that no reasonable person would have taken that action, can the Court intervene. To quote the classic passage from the judgment of Lord Greene MR in Associated Provincial Picture Houses Ltd. vs. Wednesbury Corporation, (1948) 1 KB 223, 229. "It is true the discretion must be exercised reasonably. Now what does that mean? Lawyers familiar with the phraseology commonly used in relation to exercise of statutory discretions often use the word "unreasonable" in a rather comprehensive sense. It has frequently been used and is frequently used as a general description of the things that must not be done. For instance, a person entrusted with the discretion must, so to speak, direct himself properly in law. It has frequently been used and is frequently used as a general description of the things that must not be done. For instance, a person entrusted with the discretion must, so to speak, direct himself properly in law. He must call his own attention to the matters which he is bound to consider. He must exclude from his consideration matters which are irrelevant to what he has to consider. If he does not obey those rules, he may truly be said, and often is said, to be acting unreasonably. Similarly, there may be something so absurd that no sensible person could ever dream that it lay within the powers of the authority.” The facts of Gem Cap was distinguished to that of the fact of Mahesh Chandra. 32. In the case of M/S Gar Re-rolling Mills (supra), the Supreme Court reiterated almost in the same way as has been made in Gem Cap. We may gainfully refer here Para 13, 15 and 16 of the judgment which read as follows:- “13. On a conjoint reading of Sections 29 and 31 of the Act, it appears to us that in case of default in repayment of loan or any instalment or any advance or breach of an agreement, the Corporation has two remedies available to it against the defaulting industrial concern, one under Section 29 and another under Section 31 of the Act. The choice for availing the remedy under Section 29 or Section 31 of the Act is that of the Financial Corporation alone and the defaulting concern has no say whatsoever in the matter, as to which remedy should be taken recourse to by the Corporation against it for effecting the recovery. The expression "without prejudice to the provisions of Section 29 of this Act" as appearing in Section 31 of the Act clearly demonstrates that the Legislature did not intend to confine the Corporation to take recourse to only a particular remedy against the defaulting industrial concern for recovery of the amount due to it. It left the choice to the Corporation to act in the first instance under Section 31 of the Act and save its rights and remedies under Section 29 of the Act to be availed at a later stage, with the sole object of enabling the Corporation to recover its dues. It left the choice to the Corporation to act in the first instance under Section 31 of the Act and save its rights and remedies under Section 29 of the Act to be availed at a later stage, with the sole object of enabling the Corporation to recover its dues. It is not, however, obligatory on the part of the Financial Corporation to invoke the special provisions of Section 31 of the Act, it can even without taking recourse to the provisions of the said section invoke the procedure prescribed under Section 29 of the Act for realisation of its dues. Where the Corporation takes recourse to the provisions of Section 31 of the Act and obtains an order from the court, it shall ordinarily and invariably seek its enforcement in the manner provided by Section 32 of the Act, which provisions are aimed to act in aid of the orders obtained under Section 31 of the Act and it cannot simultaneously initiate and take recourse to the remedy available to it under Section 29 of the Act unless it gives up, abandons or withdraws the proceedings under Section 31 of the Act, at whatever stage those proceedings may be. The Corporation cannot simultaneously pursue two remedies at the same time. The reach and scope of the two remedies is essentially different even if somewhat similar result flows by taking recourse to either of the two provisions in certain respects............ 15. The Doctrine of Election clearly suggests that when two remedies are available for the same relief, the party to whom the said remedies are available has the option to elect either of them but that doctrine would not apply to cases where the ambit and scope of the two remedies is essentially different. To hold otherwise may lead to injustice and inconsistent results. Since, the Corporation must be held entitled and given full protection by the Court to recover its dues it cannot be bound down to adopt only one of the two remedies provided under the Act. In our opinion the Corporation can initially take recourse to Section 31 of the Act but withdraw or abandon it at any stage and take recourse to the provisions of Section 29 of the Act, which section deals with not only the rights but also provides a self-contained remedy to the Corporation for recovery of its dues. In our opinion the Corporation can initially take recourse to Section 31 of the Act but withdraw or abandon it at any stage and take recourse to the provisions of Section 29 of the Act, which section deals with not only the rights but also provides a self-contained remedy to the Corporation for recovery of its dues. If the Corporation chooses to take recourse to the remedy available under Section 31 of the Act and pursues the same to the logical conclusion and obtains an order or decree, it may thereafter execute the order or decree, in the manner provided by Section 32(7) and (8) of the Act. The Corporation, however, may withdraw or abandon the proceedings at that stage and take recourse to the provisions of Section 29 of the Act. A 'decree' under Section 31 of the Act not being a money decree or a decree for realisation of the dues of the Corporation, as held in Gujarat State Financial Corpn. vs. Naatson Mfg. Co. P. Ltd. (1979) 1 SCC 193 : AIR 1978 SC 1765 , recourse to it cannot debar the Corporation from taking recourse to the provisions of Section 29 of the Act by not persuing the decree or order under Section 31 of the Act, in which event the order made under Section 31 of the Act would serve in aid of the relief available under Section 29 of the Act. 16. The doctrine of election, as commonly understood, would, thus, not be attracted under the Act in view of the express phraseology used in Section 31 of the Act, viz. "without prejudice to the provisions of Section 29 of this Act." While the Corporation cannot simultaneously pursue the two remedies, it is under no disability to take recourse to the rights and remedy available to it under Section 29 of the Act even after an order under Section 31 has been obtained but without executing it and withdrawing from those proceedings at any stage. The use of the expression "without prejudice to the provisions of Section 29 of the Act" in Section 31 cannot be read to mean that the Corporation after obtaining a final order under Section 31 of the Act from a court of competent jurisdiction, is denuded of its rights under Section 29 of the Act. The use of the expression "without prejudice to the provisions of Section 29 of the Act" in Section 31 cannot be read to mean that the Corporation after obtaining a final order under Section 31 of the Act from a court of competent jurisdiction, is denuded of its rights under Section 29 of the Act. To hold so would render the above-quoted expression redundant in Section 31 of the Act and the courts do not lean in favour of rendering words used by the Legislature in the statutory provisions redundant. The Corporation which has the right to make the choice may make the choice initially whether to proceed under Section 29 of the Act or Section 31 of the Act, but its rights under Section 29 of the Act are not extinguished, if it decides to take recourse to the provisions of Section 31 of the Act. It can abandon the proceedings under Section 31 of the Act at any stage, including the stage of execution, if it finds it more practical, and may initiate proceedings under Section 29 of the Act.” 33. In Para 18 of the judgment the Supreme Court has further observed: “18. 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 Article 226 of the Constitution of India to assist it in not repaying its debts. The aim of equity is to promote honesty and not to frustrate the legitimate rights of the Corporation which after advancing the loan takes steps to recover its dues from the defaulting party. Thus, the intention of the Legislature in using the expression “without prejudice to the provisions of Section 29 of the Act” clearly appears to be that recourse to the provisions of Section 29 of the Act is not prohibited, where an order or decree under Section 31 of the Act obtained by the Corporation has not been complied with or honoured by the defaulting concern or is otherwise insufficient to satisfy the dues of the Corporation and the Corporation withdraws and abandons to pursue further proceedings under Section 31 of the Act..........” 34. In the case of Cavalet India Ltd. (supra), the Suprme Court arrived almost in the same view as has been taken in Jagdamba (supra) and Gem Cap (supra). In the case of Cavalet India Ltd. (supra), the Suprme Court arrived almost in the same view as has been taken in Jagdamba (supra) and Gem Cap (supra). We may here also quote the observation made in Para 19, 20 and 21 of the judgment which read as follows:- “19. From the aforesaid, the legal principles that emerge are: (i) The High Court while exercising its jurisdiction under Article 226 of the Constitution does not sit as an appellate authority over the acts and deeds of the financial corporation and seek to correct them. The Doctrine of fairness does not convert the writ courts into appellate authorities over administrative authorities. (ii) In a matter between the corporation and its debtor, a writ court has no say except in two situations; (a) there is a statutory violation on the part of the corporation. (b) where the corporation acts unfairly i.e., unreasonably. (iii) In commercial matters, the courts should not risk their judgments for the judgments of the bodies to which that task is assigned. (iv) Unless the action of the financial corporation is mala-fide, even a wrong decision taken by it is not open to challenge. It is not for the courts or a third party to substitute its decision, however more prudent, commercial or businesslike it may be, for the decision of the financial 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. (v) In the matter of sale of public property, the dominant consideration is to secure the best price for the property to be sold and this could be achieved only when there is maximum public participation in the process of sale and everybody has an opportunity of making an offer. (vi) Public auction is not the only mode to secure the best price by inviting maximum public participation, tender and negotiation could also be adopted. (vi) Public auction is not the only mode to secure the best price by inviting maximum public participation, tender and negotiation could also be adopted. (vii) The financial corporation is always expected to try and realize the maximum sale price by selling the assets by following a procedure which is transparent and acceptable, after due publicity, wherever possible and if any reason is indicated or cause shown for the default, the same has to be considered in its proper perspective and a conscious decision has to be taken as to whether action under Section 29 of the Act is called for. Thereafter, the modalities for disposal of seized unit have to be worked out. (viii) Fairness cannot be a one-way street. The fairness required of the financial corporations cannot be carried to the extent of disabling them from recovering what is due to them. While not insisting upon the borrower to honour the commitments undertaken by him, the financial corporation alone cannot be shackled hand and foot in the name of fairness. (ix) Reasonableness is to be tested against the dominant consideration to secure the best price. 20. True, the exercise of the right by a financial corporation under Section 29 of the Act should be fair and reasonable. Ultimately, whether the action of the financial corporation is bona-fide or not would depend on the facts and circumstances of each case. 21. The examination of the facts, in the light of the aforenoted legal principles reveals that KSIIDC acted in a bona-fide manner. The procedure followed by KSIIDC to dispose of the assets of the borrower to realise the dues cannot be held to be unreasonable or unfair. The sale was conducted by issuing advertisements in the newspapers. Steps were taken to secure the best price. The question before the High Court was only about the validity of sale to Vinpack and the plea of the borrower was that the unit was sold at a ridiculously low price. The learned Single Judge gave reasonable opportunity to the borrower to pay the same amount as payable by Vinpack failing which unit was directed to be sold to Vinpack after specified date. The borrower failed to comply with the order of the learned Single Judge or seek extension of time and also did not challenge it in writ appeal within time specified in the order of learned Single Judge. The borrower failed to comply with the order of the learned Single Judge or seek extension of time and also did not challenge it in writ appeal within time specified in the order of learned Single Judge. Under these circumstances, the unit was sold to Vinpack and the possession handed over to it. The Division Bench, after holding that the procedure adopted was not in conformity with the guidelines enumerated in Mahesh Chandra's (1993) 2 SCC 279 case did not examine the effect of offer given to the borrower and not availed by him resulting the sale in favour of Vinpack. In this view, the approach of the Division Bench cannot be sustained. Further, the subsequent line of cases distinguishing Mahesh Chandra and the decision in the case of Jagdamba Oil Mills (supra) which overruled Mahesh Chandra have already been noticed hereinbefore.” 35. In the case of Surya Auto Industries (supra), a two Judges Bench of the Apex Court in Para 21, 22 and 23 of the judgment observed: “21. The proposition of law which can be culled out from the decisions noted above is that even though the primary function of a corporation established under Section 3 of the Act is to promote small and medium industries in the State, but it is not obliged to revive and resurrect every sick industrial unit dehors the financial implications of such exercise. The corporation is not supposed to give loans and refrain from taking action for recovery thereof. Being an instrumentality of the State, the corporation is expected to act fairly and reasonably qua its borrowers/debtors, but it is not expected to flounder public money for promoting private interests. 22. The relationship between the corporation and borrower is that of creditor and debtor. The corporation is expected to recover the loans already given so that it can give fresh loans/financial assistance to others. The proceedings initiated by the corporation and action taken for recovery of the outstanding dues cannot be nullified by the courts except when such action is found to be in violation of any statutory provision resulting in prejudice to the borrower or where such proceeding/action is shown to be wholly arbitrary, unreasonable and unfair. The court cannot sit as an appellate authority over the action of the corporation and substitute its decision for the one taken by the corporation. 23. The court cannot sit as an appellate authority over the action of the corporation and substitute its decision for the one taken by the corporation. 23. If the order impugned in this appeal is examined in the light of the principles laid down in U.P. Financial Corporation vs. Gem Cap (India) Pvt. Ltd (supra) and Haryana Financial Corporation vs. Jagdamba Oil Mills (supra), we do not find any difficulty in holding that the High Court committed an error in declaring that the action taken by the Corporation was unfair and unreasonable and the direction issued for review of all pending cases where penal interest has been compounded is legally unsustainable. While decrying the appellant-Corporation for allegedly going into slumber after taking over the unit of the respondent in furtherance of the first notice issued under Section 29 of the Act, the High Court overlooked many important factors, which are enumerated below: (i) The respondent miserably failed to discharge its obligation to repay the loan together with interest and as against the outstanding dues of more than Rs. 36 lakhs in 2002, a paltry sum of Rs. 2.70 lakhs was deposited. (ii) The appellant-Corporation issued notices dated 2.12.2002, 3.3.2003, 30.5.2003 and 29.8.2003 to the respondent requiring it to pay the amount specified therein, but the latter did not respond to either of the notices. (iii) Vide letter dated 10.9.2004, the appellant-Corporation offered to reduce the rate of interest and reschedule the payment of dues, but the respondent did not avail the same. (iv) The respondent did not take benefit of the schemes notified on 3.1.2005 and 18.3.2005 for restoration of the unit by paying the principal amount along with 10% of the outstanding interest.” 36. The submission of learned Sr. counsel Mr. Deb that once the Corporation has exercised power under Section 29 of the SFC Act, this Court shall not interfere in the process, in my considered opinion, is not acceptable as a whole. The Apex Court has categorically held that where there is a statutory violation on the part of the Corporation and where the Corporation acted unfairly or unreasonably, this Court in exercise of its power under Article 226 of the Constitution shall definitely interfere in the matter. 37. Here in this case, the Corporation has taken over possession of the property of the borrower on 20.07.1998, kept it in their possession and collecting rent from the tenants. 37. Here in this case, the Corporation has taken over possession of the property of the borrower on 20.07.1998, kept it in their possession and collecting rent from the tenants. Certain amount has already been realized as rent from the tenants as already indicated herein-before. There is nothing to show that after 1998 the Corporation took any attempt to sell the property or to otherwise dispose the property to realize the debt of the borrower. The Corporation was not authorised by law to take over the property as an owner in exercise of the power conferred under Section 29 of the SFC Act. In my considered opinion the Corporation has violated the provisions of Section 29 in the event it has created the Khatian in its name in place of the name of borrower. While the Corporation did so though there is no prayer in the writ petition, I am of considered opinion that the creation of the Khatian in the name of the Corporation after taking over possession and management of the property was absolutely not permitted by law and hence it is liable to be struck down. 38. From 20.07.1998, the Corporation is in possession and management of the property and only in that year of 1998 the Corporation took step to dispose of the property by way of inviting tender/auction but thereafter there is nothing to show that the Corporation during the period from 1999 to till date took any step to dispose of the property with a view to realize the amount lying due. The petitioners also did not take any step during this long time and only in the year 2008 and 2014 the petitioners made representation for justice but their representation was turned down saying that the claim was stale. It is the allegation of the petitioners that the loan account was never given to the petitioners as to what is the outstanding dues after realization of the rent from the property till today. In the written argument submitted by the Corporation a statement has been given but that does not clearly show the position as to how the calculation has been made. 39. There is no doubt at all that the Corporation is entitled to realize the amount with interest up-to-date. In the written argument submitted by the Corporation a statement has been given but that does not clearly show the position as to how the calculation has been made. 39. There is no doubt at all that the Corporation is entitled to realize the amount with interest up-to-date. The Corporation, therefore, has to maintain a loan account and should adjust the amount realized towards rent from the property against the loan account. There is nothing before us to show that the amount realized towards rent of the property has been adjusted against the loan account. 40. An attempt was made to have a settlement out of Court but ultimately that has failed and the petitioners submitted an affidavit that the Corporation did not allow all the relevant records to be inspected by the Accountant of the petitioners. It is the duty of the Corporation to maintain loan account and to make entry of the calculation of interest and also to make entry of the rent realized from the property against the loan account. The Corporation should also communicate the loan account to the petitioners since the property not yet disposed of to realize the debt. 41. In view of the discussions made above, the writ petition is disposed of with the following directions:- (i) Creation of Khatian in the name of the TIDC in place of the borrower Kiran Sankar Modak is set aside and quashed. (ii) The TIDCL should communicate a details of the loan account after due adjustment of the amount realized towards rent of the property and showing it in the loan account time to time as an when it was realized and shall communicate a copy of the loan account to the petitioners within 15 days from the date of this judgment. (iii) The Corporation will be at liberty to deal with the property in accordance with the provision prescribed in SFC Act but cannot usurp the ownership of the property save and accept the procedure prescribed by law. (iv) The Corporation will be at liberty to dispose of the property in accordance with the procedure prescribed by the Apex Court as indicated in the judgments of the Apex Court discussed herein-before and after such disposal of property and realization of the amount of debt, if any amount remains excess that should be paid to the petitioners. (iv) The Corporation will be at liberty to dispose of the property in accordance with the procedure prescribed by the Apex Court as indicated in the judgments of the Apex Court discussed herein-before and after such disposal of property and realization of the amount of debt, if any amount remains excess that should be paid to the petitioners. Similarly if certain more amounts remain due to be paid, the Corporation will be at liberty to proceed according to law. (v) In the event, the Corporation proceed to dispose of the property it shall follow the standard procedure as has been observed by the Apex court discussed herein-before. (vi) If any party feel aggrieved in the process, they will be at liberty to approach the appropriate Court of law since the liabilities and obligations arose out of contract between a debtor and a creditor. 42. Parties to bear their own costs.