Honble MADAN, J.–By this petition, a writ of mandamus is sought for directing the respondents:-

(a) not to modify sale agreements term dated 19.4.93 with Gouri Cements (P) Ltd. as unit sold in public auction held on 26.3.93;

(b) not to allow the purchaser Gouri Cements (P) Ltd. in possession of the petitioners unit in the event of breach of agreement term dt. 19.4.93;

(c) to sell petitioners unit by public auction in case of breach of sale agreement dt. 19.4.93 so also by affording opportunity to the petitioner to offer highest bid so as to receive back the unit;

(d) to pay to the petitioner No.1 balance of sale proceeds of the unit after adjusting his dues, alongwith interest @ 22% p.a. from 26.3.93 (auction date) till its payment of alternatively to give unconditional guarantee for such balance amount alongwith interest;

(e) to submit monthly account to the petitioner No.1 until payment of balance amount with interest.

(f) to issue discharge certificate letter to the Registrar of Companies Kolkata releasing personal guarantee and securities furnished by the promoters against the term loan.

(2). Alok Tibrewal (petitioner No.3) is the shareholder and Director of RT Udyog (P) Ltd. and Swastik Polymar (P) Ltd. (petitioner Nos.1 & 2) having their registered office in Kolkata. RT Udyog (petitioner No.1) (for short, ``RT Udyog) claiming its object to carry on business as manufacturer and dealer in Cement & allied products admittedly had applied for a term loan and, therefore, on its request, respondent No.3 Rajasthan State Industrial Development & Investment Corporation Limited (for brevity ``RIICO) accorded its sanction granting term loan for a sum of Rs.Ninty lacs in favour of RT Udyog by letter of Intent dated 20.11.90 for setting up a mini plant of cement at Behror on certain terms duly incorporated in term loan agreement dated 25.02.1991 and out of which Rs.Seventy four lacs were admittedly disbursed to RT Udyog, and whereupon the project stood mechanically complete by October 1992 but, as admitted in para 5 of the petition, some disputes had crept in out of differences in between two promoter groups (viz. Tibrewala & Rawat) of RT Udyog. Therefore, such differences resulted in compelling the RIICO to issue legal notice dt. 1.2.93 (Ann.1) u/Sec.30 of the State Financial Corporations Act, 1951 (for short, ``Act) making allegations against RT Udyog for gross mismanagement in its business affairs and so, recalled entire term loan besides other dues to pay Rs.74 lacs towards principal & 7.92 lacs interest (calculated upto 15.1.1993 @ 19.25% p.a.) otherwise the RIICO shall take over manage- ment or possession or both of Industrial unit so as to release its dues by sale/lease of the mortgaged assets hypothecated to it (RIICO) in security of the term loan, to which objection-cum-reply was sent by letter dated 13.2.93 (Ann.2) on behalf of RT Udyog.

(3). Undisputably, notwithstanding protest by letter (Ann.2) by RT Udyog, its assets & possession were taken over by RIICO on 26.2.1993 at A-19, RIICO Industrial Area Behror (for short, ``cement unit) but it preceded with another notice dated 23.2.93. Similarly, for sale of RT Udyogs cement Unit, an advertisement (Ann.3) was published in newspaper `Economic Times on 18.3.93.

(4). It is the case of petitioner that Swastik Polymers (P) Ltd. (petitioner No.2) claiming largest single shareholding of RT Udyog, pursuant to advertisement (Ann.3) for sale of cement unit had offered through advocates letter dt. 18.3.93 (Ann.4) willingness to purchase the unit in dispute. But, the proceedings for sale of cement unit assets were started on 26.3.93 and completed on 29.3.93 in favour of L.N. Rawat who formed a Company in the name & style of Gouri Cement (P) Ltd. which has not been arrayed as respondent but allowed to be impleaded as party respondent No.4 vide order dated 16.7.97. According to the petitioners, despite their requests by letters (Ann.5 & 6) they were not furnished with details of auction sale of the

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