- (1.) By this petition a writ of mandamus is sought for directing the respondents :- (a) not to modify sale agreement's term dated 19-4-1993 with Gouri Cements (P) Ltd. as unit sold in public auction held on 26-3-1993; (b) not to allow the purchaser Gouri Cement (P) Ltd. in possession of the petitioner's unit in the event of breach of agreement term dated 19-4-1993; (c) to sell petitioner's unit by public auction in case of breach of sale agreement dated 19-4-1993 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, along with interest @ 22% p.a. from 26-3-1993 (auction date) till its payment or alternatively to give unconditional guarantee for such balance amount along with 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 guarnatee and securities furnished by the promoters against the term loan.
(2.) Alok Tibrewal (petitioner No. 3) is the shareholder and Director of R.T. Udyog (P) Ltd. and Swastik Polymar (P) Ltd. (petitioner Nos. 1 and 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 and allied products admittedly had applied for a term loan and therefore on its request, respondent No. 3 Rajasthan State Industrial Development and Investment Corporation Limited (for breavity 'RIICO") accorded its sanction granting term loan for a sum of Rs. ninety lacs in favour of RT Udyog by letter of intent dated dated 20-11-1990 for setting up a mini plant of cement at Behror on certain terms duly incorporated in term loan agreement dated 25-2-1991 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 promter group s (viz. Tibrewals and Rawat) of RT Udyog. Therefore, such differences resulted in compelling the RIICO to issue legal notice dated 1-2-1993 (Ann.1) under Section 30 of the State Financial Corporation 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 R. 74 lacs towards principal and 7.92 lacs interest (calculated upto 15-1-1993 @ 19.25% p.a.) otherwise the RIICO shall take over management or possession or both of Industrial unit so as to realise 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 13-2-1993 (Ann. 2) on behalf of RT Udyog. Undisputably, notwithstanding protest by letter (Ann. 2) by RT Udyog, its assets and 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 23-2-1993. Similarly, for sale of RT Udoyg's cement Unit, an advertisement (Ann. 3) was published in newspaper Economic Times" on 18-3-1993.
(3.) 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 advocate's letter dated 18-3-1993 (Ann. 4) willingness to purchase the unit in dispute. But, the proceedings for sale of cement unit assets were started on 26-3-1993 and completed on 29-3-1993 in favour of L.N. Rawat who formed a company in the name and 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 16-7-1997. According to the petitioners, despite their requests by letters (Anns. 5 and 6) they were not furnished with details of auction sale of their cement unit in dispute but ultimately RIICO refused by letter dated 7-6-1993 (Ann. 7) to provide any specific details as to the auction sale in dispute.;