Judgment : Sanjeeb K Panigrahi, J. 1. In filing this Writ Petition, the Petitioner-Company which deals with Civil Contract Work, being represented through its Managing Director, has challenged the order dated 21.02.2023 vide Annexure-12. The Petitioner has also challenged imposition of 11% interest as intimated to it by the communication vide Annexure-3 and also the taken over charge + GST over the principal loan amount. 2. Apart from the above, the Petitioner has also sought for a direction from this Court to the Opposite Parties for refunding the extra amount taken from it towards imposition of 11% interest and taken over charge + GST on the loan outstanding dues to it. I. FACTUAL MATRIX OF THE CASE: 3. The brief fact of the case, in nutshell, is that the Petitioner had availed a cash credit loan and some other loans from the Opposite Party No.5/Odisha Gramya Bank, Talcher Bank, Angul. After availing the said loans, since the Petitioner faced some technical issues while doing the financial transactions through electronic mode facilities provided by the Opposite Party No.5/ Bank, the Petitioner intended to switch over the said loans to another Bank having electronic transaction facilities etc. Accordingly, the Petitioner approached the Indian Bank, Nayapalli Branch, Bhubaneswar for sanction of loan. Thereafter, on 30.09.2022 the Indian Bank, Nayapalli Branch sanctioned the loan in favour of the Petitioner. Upon sanction of the loan and on the request of the Petitioner, the concerned authority of the Indian Bank, Nayapalli Branch deposited the entire loan amount availed by the Petitioner earlier i.e. Rs.12,40,00,000/- and Rs.2,10,93,635/- by way of demand drafts before the Opposite Party No.5/ Odisha Gramya Bank with a request for closure of the loan accounts at the instance of the Petitioner and for issuance of necessary “No Dues Certificate” in favour of the Petitioner. But, the said demand drafts were returned as there was no authorization from the borrower and the demand drafts did not cover the total dues for closure of the loan accounts in question. After returning of the said demand drafts, the total amount was deposited before the Opposite Party No.5/ Bank. 4. But, the said demand drafts were returned as there was no authorization from the borrower and the demand drafts did not cover the total dues for closure of the loan accounts in question. After returning of the said demand drafts, the total amount was deposited before the Opposite Party No.5/ Bank. 4. At this juncture, learned counsel for the Petitioner submits that despite deposit of the above noted amount before the Opposite Party No.5/ Bank for clearance of the loan outstanding dues at the instance of the Petitioner, the Opposite Party No.5/ Bank instead of issuing necessary “No Dues Certificate” intimated the Petitioner for making payment of extra amount towards “Takeover charges @ 2% + GST-Rs.29,26,400/-“. 5. Despite much persuasion, since the Petitioner could not defend its claim, he paid the entire disputed amount of Rs.19,46,075/- i.e. 2% taken over charge which is over and above the agreed interest of 9% and GST-Rs.29,26,400/-. Upon deposit of the said amount, though the Petitioner on 29.11.2022 filed a complaint before the learned Ombudsman, the said complaint of the Petitioner was rejected vide order dated 21.02.2023. Accordingly, the Petitioner has preferred this Writ Petition with the above noted prayer. II. SUBMISSIONS ON BEHALF OF THE PETITIONER: 6. Learned counsel for the Petitioner earnestly made the following submissions in support of his contentions, as borne out from the Written Note of Submissions: i) Learned counsel for the Petitioner submits that the Opposite Party No.5 / Bank had never made any communication regarding imposition of penalties in terms of taken over charges to the Petitioner. The Bank has charged a sum of Rs.19,46,075/- on the Petitioner towards penal interest which is against the agreed rate of interest @ 9%. He further contends that though the Opposite Party No.5/ Bank had not made any communication regarding imposition of any penalties towards the taken over charges vide last sanction reference No.CAC/115/2021-22 dated 06.01.2022, a sum of Rs.29,26,400/- was charged on the Petitioner. ii) He, in the process, contends that since the entire loan outstanding dues at the instance of the Petitioner has been deposited before the Opposite Party No.5/ Bank by the Opposite Party No.6/ Bank, imposition of extra 2% interest towards takeover charge over and above the agreed interest of 9% is not permissible in law and is also in contravention of the guideline issued in this regard by the Reserve Bank of India. He also relies on a decision of this Court in the case of Maa Tarini Poultries Pvt. Ltd. Vs . Indian Bank, Main Branch, Berhampur W.P.(C) No.23022 of 2025 Date of judgment 29.11.2025 iii) He, accordingly, prays for allowing the prayer made in this Writ Petition. III. SUBMISSIONS ON BEHALF OF THE OPPOSITE PARTIES: 7. On the contrary, the Learned Counsel for the Opposite Parties made the following submissions: i) In his opposition, learned counsel for the Opposite Party No.5/ Bank submits that since the actual rate of interest was 11%, the Opposite Party No.5/ Bank has rightly imposed extra 2% interest towards taken over charge. He, accordingly, prays for dismissal of this Writ Petition. IV. THIS COURT’S REASONING AND ANALYSIS: 8. The petitioner has invoked the writ jurisdiction of this Court seeking, inter alia, seeking a declaration that the levy and realization of takeover charges @ 2% + GST by Opposite Party No.5–Bank is illegal and arbitrary, and for consequential directions including refund of the said amount and issuance of a No Dues Certificate. 9. The foundational facts are largely undisputed. The petitioner had availed Cash Credit and other loan facilities from Opposite Party No.5–Bank. Subsequently, the petitioner opted to shift the loan accounts to Opposite Party No.6–Bank under a loan takeover arrangement and deposited the outstanding dues payable to Opposite Party No.5–Bank. The controversy centres around the levy of takeover charges @ 2% + GST by Opposite Party No.5–Bank at the time of closure of the loan accounts. 10. The petitioner contends that the levy of takeover charges is neither contractually stipulated nor statutorily permissible and that the said amount was paid under protest. The petitioner further assails the rejection of his complaint by the Banking Ombudsman. 11. Opposite Party No.5–Bank, on the other hand, submits that the levy of takeover charges is in accordance with its prevailing policy applicable to loan takeovers, that the effective rate of interest applicable to the petitioner was 11%, and that the petitioner, having availed the loan facility with full knowledge of the applicable terms and conditions, cannot now be permitted to resile from the same after voluntarily effecting payment. 12. It is well settled that the relationship between a borrower and a bank is contractual in nature, governed by the terms of the sanction and subject to the regulatory framework applicable to banking institutions. 12. It is well settled that the relationship between a borrower and a bank is contractual in nature, governed by the terms of the sanction and subject to the regulatory framework applicable to banking institutions. In exercise of writ jurisdiction, this Court does not ordinarily interfere in matters arising out of purely contractual or commercial arrangements unless the action complained of is shown to be arbitrary, unreasonable, or lacking authority of law. 13. In the present case, the petitioner has primarily relied upon the absence of an express clause in the sanction letter to contend that takeover charges could not have been levied. However, mere absence of a specific recital in the sanction letter, by itself, is insufficient to hold that the levy is illegal, particularly when the bank asserts that such charges form part of its uniform policy governing loan takeovers and early closures. 14. The petitioner has failed to place on record any statutory provision, circular, master direction, or binding guideline issued by the Reserve Bank of India prohibiting the levy of takeover charges in respect of the category of credit facilities availed by the petitioner. On the contrary, the regulatory framework governing banks permits them to frame and implement pricing policies, including charges and fees, subject to transparency and disclosure norms. In the absence of any material to demonstrate that the levy in question is contrary to any RBI directive or that it violates the regulatory discipline prescribed by the Reserve Bank of India, this Court finds no basis to hold that the levy is without authority of law. 15. It is also relevant to note that the petitioner admittedly paid the takeover charges and obtained closure of the loan accounts. The plea that such payment was made “under protest”, without anything more, does not ipso facto render the levy illegal, particularly when the petitioner has not been able to establish that the charge was contrary to any binding contractual or statutory norm. 16. The justification offered by Opposite Party No.5–Bank, namely that the levy was in consonance with its internal policy applicable to loan takeovers, cannot be brushed aside in the absence of any material demonstrating that such policy is arbitrary, discriminatory, or violative of constitutional or statutory provisions. The writ court cannot substitute its own view for that of the bank in matters of commercial policy unless manifest arbitrariness or illegality is shown. 17. The writ court cannot substitute its own view for that of the bank in matters of commercial policy unless manifest arbitrariness or illegality is shown. 17. As regards the rejection of the petitioner’s complaint by the Banking Ombudsman, this Court finds no perversity or illegality in the said decision warranting interference under Article 226 of the Constitution of India. The Ombudsman, upon consideration of the materials placed before it, declined to grant relief, and no ground has been made out to hold that such decision suffers from jurisdictional error. 18. It is well settled that in matters arising out of commercial transactions between a borrower and a bank, the writ court exercises a self-restrained jurisdiction and does not interfere unless the action impugned is shown to be patently arbitrary, violative of statutory or regulatory provisions, or opposed to public law principles. The same view has been succinctly echoed by the Supreme Court in catena of judgments wherein it has been unequivocally held that banks are entitled to frame and implement their commercial and pricing policies, including levy of charges, so long as such action is not shown to be contrary to law or regulatory directives. In the absence of any material placed by the petitioner to demonstrate that the levy of takeover charges is prohibited by any RBI circular, Master Direction, or statutory mandate, or that the same is arbitrary or discriminatory, this Court cannot sit in appeal over the bank’s commercial decision or substitute its own view in place thereof. Mere assertion of illegality, unsupported by binding legal or regulatory prohibition, is insufficient to invite interference under Article 226 of the Constitution of India. 19. In the overall conspectus of facts and circumstances, this Court is of the considered view that the petitioner has not been able to demonstrate that the levy and realization of takeover charges @ 2% + GST by Opposite Party No.5/Bank is illegal, arbitrary, or without authority of law so as to warrant interference in exercise of writ jurisdiction. 20. Consequently, the Writ Petition is devoid of merit and is, accordingly, dismissed. There shall be no order as to costs.