Writ Petition No. 30566 of2024 · The High Court · 2025

Order

The petitioner is aggrieved by the cancellation of his candiclature for award of RO dealership under open category advertised on 28.06 '2O2 3 being communicated by respondent No.2 uidetheir communication through e-mail dated 14'7O'2023' A consequential prayer is sought to declare that petitioner is fuliy eligible and qualified for appointment as Retail Outlet Dealer for the location at Sl No'228 in Indian Oil Corporation Limited notice for appointment of Regular/ Rural Retail Outlet dealerships in Telangana advertised ot 28 '06 '2023 i e" "on LHS from Kallakal to Medchal Bus Stop on NH 44"'

2. Heard Mr.Hemendranath Reddy' iearned senior counsel for the petitioners and Mr'Dominic Fernaldes' learned standing counselforlndianOiiCorporationappearingonbehalfof respondents. a The facts givlng rise to file the present writ petition are that on 28.06.2023, respondent No l issued a notice inviting applications for appointment of retail outlet dealerships across 2 various locations in Telangana, accompanied by a brochure outlining the eiigibility criteria ar-rd selection procedure. The brochure classifies the sites into three categories: Corpus Fund Scheme Sites (CFS), Corporation Ou,ned Sites (CC), and Dealer Orvned Sites (DC). In respect of DC sites, the Guidelines mandate that the larld offered by the applicant must be either o',r,ned or held under a registered lease valid for a period of 19 years ald 11 months, commencing on or after the date of advertisement but not later than the date of application. In the present Writ petition, the issue specifically concerns the Guidelines applicable to Dealer_Controlled (DC) sites, under the said category, the petitioner had submitted his application.

4. The petitioner intending to establish an Indian Oil Corporation's Retail Outlet on NH_44 in Medchal Malkajgiri District, had entered into a registered lease deed dated 26.09.2023 for land admeasuring 1,7Lg.65 sq.mts., in Sy.No.163/2/1/tl1/1, yellampet Village, for a term of 2l years and submitted an application clated 07 .IO .2023, bearing Application No.IOC16966ZO17S32l7 to the respondents, through the prescribed ,r,eb portal for Retail Outlet Dealership identifying place situated on the left hand side from Kallakal to 3 Medchal Bus Stop on Nationa-l Highway 44, which is at Serial No.228 in the Indian Oil Corporation's Notice of Proposal to appoint Retail Outlet dealers in Telangana, advertised on 2a.06.2O23, by paying a non refundable application fee of Rs' 10,000/-. The above said location is classified as DC site, hence the mode of selection is by way of draw of lots and that the petitioner was selected by draw of lots' The petitioner was provisionally selectecl as the sole eligible applicant and was communicat ed uide e-mail dated 12.06.2024 by the Respondent No.2 and uide anotiner e-mail dated 12.06.2024, respondent No'2 directed the petitioner to remit Rs. 50,000/- tor'r'ards Initial Security Deposit and upload specified self-attested documents' The Petitioner duly complied rvith the same and uploaded each and every self-attested document specified therein within the stipulated period of time. Thereafter, uide an e-mail dt.2g.06.2024, respondent No.2 informed that their Land Evaluation committee would visit and inspect the iand offered by the petitione r on O9.O7.2024 and requested the petitioner to be personally present at the location on the said day along with relevant land documents. 4

5. Orr 09.O7.2024, respondents' Land Evaluation Committee carried out the land inspection in the Petitioner's physical presence and also verified the relevant lald documents Thereafter, respondent No.2 uide communication through e-mail dt.29.O7.2024, informed the petitioner that Lheir officers rvould carry out Field Verification of Credentials (FVC), for which the petitioner was requested to be present personally and produce the original documents for their verification. Accordingly, petitioner produced original Lease Deed bearing Doc.No. i3847 of 2023 dt.26.O9.2O23 and other requisite documents for Field Verification of Credentials.

6. Thereafter, respondent No.2, uide e-mail dt. 14.7O.2024, informed that petitioner's candidature stood cancelled, as during the Field Verification of Credentials, petitioner failed to produce the original documents for verification by the Officers and the documents produced r rere varying with the documents submitted at the time of filling the application. Tl-re communication further enumerated few reasons for the cancellation of petitioner's caldidature. One of the reasons is that the lease deed was registered on 26.09.2023, which is before"tht date of application dated 07.1O.2O23 and another 5 reason is that the term of the lease is 21 years, effective from ol.\|.2023, which is after the date of application and aS per the guidelines, applicant should offer lease land that is valid on or before the date of aPPlication.

SUBMISSIONS ON BEHALF OF PETITIONER: 7. Mr.Hemendranath Reddy, learned senior counsel for the petitioner would submit that the impugned communication dt.14.1O.2024 vaguely outlines multiple reasons for cancelling the petitioner's candidature, however, the only purported reason for cancelling the petitioner's candidature for his appointment as RetailOutletDealer,asclarifiedinthecounteraffidavitfiledon behalf of the respondents, is that the petitioner's lease deed dt.26.0g.2o23 is allegedly in violation of Clause 4(vi)(c) of the Guidelines, as the lease deed comes into effect after the date of petitioner's application. Clause 4 (vi) (c) of the Guidelines provides as follows: "For Dealer Otuned Sites ("8"/ "DC" Sites)' the applicant should eTlsure tlwt the land arranged by the applicartt is either registered in the applicant's name or leased in fauour of the applicant Jor a minimum period as ad-uertised bg respectiue oil companA, as per terms of Letter of Intent (LOI)' IrLuestment uilt be made bg the OMC totuards : i 6 deuelopment facilities in the offered land" onlg after compliance of the aforementioned, bg the applicant. In case land is obtained on long term lease by the applicant, the lease should be uaLid till a peiod of 19 gears 11 montls from the date or afier the date of ad,uertisement but not later than the date oJ' application." B. It is further submitted that clausc a(vi)(c) provides that the lease deed shal1 be valid lor a minimum period ol 19 years 1l months from the date or after the date of adrrertisement but not later than the date of application. Admittediy the petitioner,s lease deed was registered on 26.O9.2023, which is after the clate of advertisement i.e., 28.06.2023 and prior to the date of petitioner's application dt.O7 .1O.2023. However, the respondent authorities cancelled the petitioner's candidature lor appointment as Retail Outlet Dealer by misplacing their reliance on Clause 2 of tlie petitioner,s lease deed dt.26 .Og .2023 u,hich provides that the term of the lease shall be for a period of 21 years with eflect from 01.11.2023 and contended that as the lease deed comes into effect on 01.11.2023, which is after the date of petitioner's apolication dt.O7 .1O.2O23, the lease deed is in violation of Clause a (vi) (c) of the Guidelines. 7 9- Learned senior counsel would further submit that the lease deed. has to be read harmoniously as a whole and the said interpretation of respondents is entirely erroneous and misplaced, as the lease deed shall be read in its entirety and that Clause 2 of the lease deed shall not be read in isolation' It is submitted that Clause 7 of tlle lease deed' which deals with "Rental Holiday", categorically provides that the possession of the scheduled Premrses was delivered to the petitioner on the same day i.e., on 26'09 '2023 and that the lessor agreed not to claim any rentals from the date of agreement till the date of commencement of the lease' When Clause 2 of the lease deed is read along with Clauses 6 & 7 , it is manifestiy clear that the possession of the scheduled premises was handed over to the petitioner on the date of registration of the lease deed i e'' 26 .Og .2023 - However, parties mutualiy agreed that the lessor shall not claim aly rents from the date of registration of lease deed till OL.ll.2)2g.It is further submitted that the agreement with respect to rental holiday is an inter se agreement between the lessor and petitioner' However' the same does not indicate that the entire lease deed becomes effective only from Ot .ll .2023, as clause 7 categorically states that possession of 8 the scheduled premises was handed over to the petitioner on the date of registration of the lease deed itself, i.e., 26.09.2023. 1 O. Learned senior counsel further contends that r.i,hen Clause a(vi)(a) is read in conjunction with Clause a(vi)(c), it becomes very evident that the crucial requirement is that possession of the offered land must vest with the applicart as on the clate of application. In the present case, possession of the scheduled land was handed over to the petitione r on 26.O9.2023, u.hich is the date of execution ancl registration of the lease deed. Therefore, the lease became effective from that date, which is prior to the date of application , i.e., OZ.lO.2023. 1 1. In support of his submissions, learnecl senior counsel would rely on a judgment of the High court of Bihar at patna in Shankar Kumar Bhagat u. Ind.ian Oil Corporation Limited.t, wherein the petitioner had a lease deed dated 18. 1.2.2O1g, and possession of the land was delivered on the same day, altl_rough the lease term was stipulated to commence from the date of receipt of the petrol pump licence. The respondent/ Indian Oil corporation therein rejected the petitioner's candidature on the '20t9 scc onlinc Pat 1225 9 ground that the lease was not in accordance u'ith Clause 4(v)(a) of the applicable guidelines, u'hich requirer! the land to be avaiiable with the applicant as on the date of application and to have a minimum lease of 19 years and 11 months from the date or after the date of advertisement, but not later than the date of application. It was held that that a document must be construed as a whole, glving effect to all its clauses in order to ascertain the intention of the parties' Consequently' the Court had set aslde the impugned rejection of candidature b5r Indian Oil Corporation' 12 . F urther learned senior counsel would rely on a judgment of Madras High Court \n M' Arun Kumqr v' General Manager, Indion Oil Corporation Ltd'' and wouid submit that rvhile dealing with similar set of facts and interpreting analogous Guidelines, held that the terms of the brochure cannot be construed as if they are statutory provisions' The Court observed that a holistic reading of Clause 4 of the brochure leads to the clearconclusionthattheessentialrequtrementisforthe applicant to have the land "available" as on the date of the application. IO

13. Learned senior counsel would submit that the impugned communication dated 14.1O.2024 issued by respondent No. 2 is in blatant violation of the principles of natural justicc and no prior notice was issued, and no opportunit5. to offer explanation u,as aJforded to the petitioner, despite his provisional seiection for the Retail Outlet Dealership and that uide e-mail dated 1 2.06 .2024 , the petitioner \vas informed that he lr,as the lone remaining eligible applicant and was accordingly provisionaily selected for the dealershrp Learned senior counsel further submits that this Court, 1n W.P.No.i7536 of 2012, categorically held that valuable rights accrue to a person upon provisional selection and that any proposed cancellation must be preceded by notice and opportunity to respond, regardless of the strength of the ground s.

14. ln the present case, no such notice was served, rendering the impugned communication dt.14.lO.2024 as arbitrary and violative of the Principles of natural justice. It is lurther submitted that the lessor/Original Owner has executed a Rer:tification Deed dated 13.O9.2024 in favour of the petitioner/ lessee, u.hereby the commencement date of the lease 1l deed dated 26.09.2023 has been rectified to Ol.lO.2O23 in lieu of the origina-lly stated date i.e., Ol.Ll.2O23. This rectification places the petitioner in a more favourable position with respect to the eligibility criteria for consideration of his candidature as Retail Outlet Dealer. It is reiterated 'that the original commencement date of O1.11.2023, as reflected in the lease deed dated 26.09.2023, was specified solely lor the limited purpose of rent collection. The rectification of the commencement date to Ol.lO.2O23 is an inter se arrangement between the petitioner and the lessor, and does not alter the fact that possession was delivered, and the lease came into effect, on 26.09 .2023. It is further submitted that even as per the e-mail communication dated 12.06.2024, there are no other eligible candidates for the subject location and the cancellation of the petitioner's candidature on a hyper-technical, erroneous, ald illegal ground has caused irreparable loss and hardship to the petitioner for the purpose of estabiishment of a retail outlet. Questioning the same the present writ petition is filed. COUNTER OF RESPONDENTS: 15. A counter alfidavit has been filed by respondent Nos.1 stating that on 12-06-2024 a selection e-mail was sent to \ 12

29.06.2024 an e-mail communication the Petitioner and regarding Land Evaluation Committee (LEC) inspection was sent to the petitioner that the land q'ould be inspected by the said committeeor og.oT.2024andaccordinglyLtrCwascompleted. After successful completion of LBC on 29 'O7 2024' the petitioner was informe d uid-e ema1l, to attend Fieid Verification Credentials (FVC) along with originai documents During the scrutiny of documents, it u,as found that the petitioner s leased larrd u,as with effect from a date post the application d:rte and accordingll' an email informing the cancellation of candidature was sent to the petitioner on 14'10'2024 Il is further submitted that the lease deed vu-as registere d on 26 'O9 '2023 which is before the date of application i.e. 07-10 2023 n'hile the lease term is 21 years effective from 01 ll 2023 u'hich is after the date of application' As per the dealership guiclelines the applicant applying under group 1 category should have a valid lease deed as on the date of application. Therefore the petitioner's candidature was rejected on 14. lO.2O24.It is relevalit to submit that the dealer 'chayan' portal has a standard template for any email communication with the appiicant. As per the standard template, any applicant that gets rejected at FVC stage the belou' said lines will be generated in mail' 13 "this is to inform that during th'e FVC, gou failed to produce ttrc original documents for ueification by the officer/ the documents produced by you u)ere at uaiance uith tLte documeruts submitted/ inforrnation giuen in tle aPPlicatio n" intended to ensure uniform This standardization is communication and does not imply a lack of reasoning or application of mind by the Respondent in the decision-making process. Further specific reasons were also given in the very same emaii.

16. It is further submitted that respondent No'2, through theiremaildated14'10.2024,du|yinformedthepetitionerofthe calcellation of their candidature, citing specific discrepartcies as outlined in the said email. The reasoning outlined by respondent No.2intheiremaildatedl4.lO.2024,stipulatedthegroundsfor the cancellation of the petitioner's candidature: (i) ln the email dated l4-lO-2O24, the first reason provided u''as that the petitioner had failed to produce the original documents for verification by the Officers/the documents produced by the Petitioner were at variance with the documents submitted/information given in the application' l' 14 (ii) Another reason cited for the cancellation of the Petitioner's candidature u,as that the lease deed was registered on 26 O9-2O23, q,hich is before the application date of 07-10- 2023, while the term of the le ase, being for a period of 21 years, is effective only lrom Ol 1l-2O23 which is after the application date as per Clause 2 of the Lease Deed dated 26-09 -2023 i.e. Exhibit-S. The relevant portion of Clause No.2 of the Lease Deed is extracled hereunder: ,,TERM" The Term of Lease for the Sclrcdule Premises shall be initialLg for a penod of 21 (tutenty one) gears uilh effect from 01-11-2023 unless the lease is terminated earlier than such date pursuan.t to ang of the prouisions of this Agreentent."

17. The petitioner's intcrpretation on Clause 4(vi)(c) of the guidelines provided in respondent No.1/Corporation's Brochure for DC Sites is misplaced, as the language of the clause unequivoca-lly mandates that the lease deed must be effective prior to the applicatior-r date, leaving no room for deviation The relevant portion of Ciause a(vi)(c) is extracted hereunder: "For Dealer ou.tned sites ("8"/ "DC" sites), the appticant should erLsure that the land arranged bg 'Yg applicant is either registered in tLrc applicant's l5 name or leased in fauour of the appLicant for a minimum pertod as aduertised bg respectiue oil companA, as per terms of Letter of Intent (LOI). Inuestment tuill be made by the OMC totuards deuelopment of facilities in the offered land onlg afier compliance of the aforementioned, bg the applicant. In case land. is obtained on long term lease by the applicant, the lease should be uqlid till a period of 19 years 1I months from the date or ajter the date of adueftisement but not later than the date of application. " (emphasts added)

18. It is further submitted that as per the lease agreement under the head called "TERM" the clause stipulates that "the term of lease for schedule premises shall be initially for a period of 21 years uith effect from 01.11.2023 unless the Lease is terminated earlier than such date pursuanL to anA of the prouistons of this agreement". Therefore it is clear that the lease is not effective before 01.11.2023 whereas application date is on 07.1O.2023. It is further submitted that rejection of the candidature is as per dealership selection guidelines 4(vi)(a) which states that "the land should be auailable uith the applicant as on date of application and should be minimum lease of 79 gears 11 months from the date of aduertisemerut but not later than the date of application". 16 lg.ThisCourton18.03.2025haspassedthefoilowing order: "Learned counsel appeaing for the petitioner uould submit that the petitioner herein is prouisionallg selected for Retait Outlet Dealership and hrzs remitted' an amounl of Rs 5O'O0O/ - tottards initiat secuity deposit Nott't ' the petitioner is aggneued bg the communication dated 14'1O'2O24 for cancellation of lis candidature for Retail Outlet Dealership. He tuould' furlher subntit tLut the1l haue deed dated entered into a regislered lease of application 26.09.2023, uLhich is before filtttg dated 07.10.2O23 and' the term of the lease is 21 gears effecting from 01'11'2023' u*tich is after the date of aPPlication. Learned' counsel appearing for the petitioner tuould submit tt tat his date of application is 07.10.2023 and the d'ate of lease is 2609'2023' uhich is pior to the application As such' there ts no cogent reason for the respondents to cancel the petitioner's candidature for Retail Outlet Dealership ' In support of Ltis corutentions learned counsel appearing for the relied upon the d-ecisions of Hon'ble Apex Court reporled' in Shanltar Kumar Bhagat u Indian Oil Corporation Limitecl (2019 SCC Online Pat General Manager' 1225) and M. Arun Kumar u QO2O SCC Online lndian Oil CorPoration Limited Mad. 1494O) and also the jud'gment of this Court in P t1 Siniuasa Rcro and' others u' Indian Oil Corporatton Limited and others (MANU/ AP/ 0488/ 2016)' After arguing at length, learned senior counsel appearing for the petitioner requests to direct the resporudents to uerify uLhether the lease deed dated 26.09.2023 is subsisting as on todag'and that the petitioner is in phgsical possession of the subject land, uthich is tecLmically feasible for the Retail Outlet DealershiP. In uietu of tLte saicl request and since the petitioruer hos alread'y prouisionallg selected and that amount of Rs 5O,O00/ he has alreadg Paid an whiclt is still ruith the toruard-s secuitY dePosit, shall conduct a field respondents, resPorudents enquiry and bg the next d'ate of hearing make further suLrmissions. It is mad'e clear that respondent shall consid.er tlrc lease agreement / entire documents in true spiit and uerifg with regard to the phgsical possession of the petitioner for the purpose of granting Retail Outlet Dealership' List this malter on 25'03'2025 in the caption 'for orders' .

20. Thereafter, an affrdavit has been liled by Senior Manager (RS), Secunderabad DO on behalf of respondent Nos'1 ald 2 stating that as per directions of this Court, on O1.O4.2O25 a field enquiry was conducted and the committee report dated l8 Ol .O4.2025 is enclosecl along with the said affidavil On 01.O4.2025 i.e. on the date of the field enquiry' the petitioner had submitted a Rectification Deed d'ated 3O'09 2024 The sad Rectification Deed inter-alia rectifiecl the lease commencing periodfromol.ll.2023tool.iO.2o23andthatrectificationsof lease are only permitted as per Clause a(vi)(b) Horn'ever the petitioner's case does not fal1 under the said scenario and the said clause a(iv)(b) is reproduced below: "a(ui)(a) .. b) If the offerecl land is on long term lease, then the Lease agreement shoulcl haue a prouision to sub- lease tLte offered land tahereuer the locations are aduertised. under Corpus Fund Scheme (CFS) and otLrcr Corporation Outned Sites ("A"/ "CC" sites) In case it is obserued that the lease agreement for the tand, offered bg the prouisionallg se-lected candidate does not haue a prouision to sub-lease the land, in such cases the prouisioncL\lg se'lected candidate wouLd be prouided 21 dags' time from tlrc date of intimation tlrougLt SMS/ e-mcLil to rnahe suitable amend.ment/ addendum to the lease agreement and submit tLrc same to the concerned OMC.'

21. It is further submitted that as seen from the above' the of not having a sub-lease 1S required oniy in case applicant l9 clause which is primarily applicable for A-site/Corpus Funds Scheme sites, however, the applicant has applied for 'B Site/Dealer owned site'. A copy of committee report dated 01.04.2025 was filed along with the said affidavit wherein it is submitl,ed that to carryout the lull e nquiry, the competent authority has nominated the committee and the members of the committee has proposed RO site at Sl.No 228 urz-, ON LHS FROM KALLAKAL TO MEDCHAL BUS STOP ON NH 44 in advertisement dated 28.06 .2023. In the report, it is observed rvith respect to the land documents including that of the lease deed No.13847 of 2024 d'atecl, 26-09.2023, tectification deed bearing No.11764 of 2024 dated 13.O9.2024 and Encumbrance Certihcate bearing statement No. 19297 1485.

22. It was also noted that the said rectification deed was submitted on the date of visit i.e., on 01.04.2025 and that the committee has visited the site as mentioned in the lease deed No.13847 of 2024 dated 26.09.2023 and rectification deed bearing No.11764 of 2024 dated 13.09'2024 falling under Sy.No.163/2 lLllltll, Medchal Malkajgiri District, Telangana State' The minimum plot Yellampet Village, Medchal Mandal, dimensions required as per the advertisement are 35x35 meters -\ 20 with area 1225 sq.mtrs. and the petitioner has offered the land with dimensions 40x38 meters u'ith area 1520 sq mtrs Other thalthetermsoftheleasedeeddated26.09.2023fortheother parameters like land in advertised area/ stretch, the land dimensions as per the advertisement and the said land meeting NHAI norms and no median as per NH norms and other norms arefoundtoberemarkedasYes.Itwasaisoobservedinthesaid report that in the principai lease deed, lease commencing period was wrongly mentioned as O 1.1 1.2023 instead of mentioning as Ol.lO.2O23 as typographical error at the time of preparing documentandthelesseerequestedthelessorhereintorectify the said error in the principal lease deed. The lessor has rectified the said error and both lessor and lessee declare that the commencing period of lease shall be from O 1 lO '2023 lot a period of 2 1 years and monthly rental amount of Rs'45,000/ - from 01. 1O.2023, Rs.47,25O1 from 01' 1O 2026, Rs 49,650/ from 01.1O.2O2g, Rs.52,150/- from 01 '7O 2032, Rs 54,800/- from 01.1O.2035, Rs.57,5O0/- from 01 10'2038 and Rs 60,400/ from 01. lO.2O42 wherever it occurs in the principal lease deed arld the rectifications has been carried out on O1'10'2O24' The committee also referred to the rectification ciause in 4(vi)(b) in the brochure which deals with rectification and under $'hat ZI circumstances the rectification can be accepted' The committee therefore concluded that they have verified the documents submitted with the application and found that the petitioner is in possession of the site as has been offered through the application dated 07. lO.2023 more particularly as shou'n under the rectification deed in Sy.No.163/2 ll ll ll /1, Yellampet Village, Medchal Mandal' Medchal-Malkajgiri District, Telangala State' Iease as well as SUBMISSIONS OF LEARNED STANDING COUNSEL: 23. Mr.Dominic Fernandes, learned standing counsel submits that the petitioner has made an online application bearingNo.IoC169667ol753217ono7.|o.2023forretailoutlet dealership and the registered lease deed dated 26'O9 '2023 of the petitioner is only effective from 01.11'2023' The candidature of the petitioner is rejected uide e-mall dated 14'lO'2O24 on the ground that the lease deed was effective from O 1' 1 1'2023 which is after the date of application. Learned standing counsel further submits that the lease deed submitted by the petitioner is in violation of Clause a(vi)(a) and a(vi)(c) for regular and rural retail outlet and the rectification deed dated 13 'O9 '2024 was submitted by the petitioner on the date of Field Verification in i t I_-] 22 which the lease commencing period was rectified from Ol-11.2023 to Ol.lO.2023 and the petitioner has suppressed the said fact in the r,,,rit affidavit. It is further submitted that rectifications are oniy permitted as per clause a(vi)(b) and that the offered land rs on long term lease, then the lease agreement should have a provision to sub lease the offered land wherever the locations are advertised under Corpus Fund Scheme (CFS) and other Corporation Ou,ned Sites (CC sites) . In case, it is observed that the lease agreement for the land offered bv the provisionally selected candidate does not have a provision to sub-lease the land, in such cases the provisionally selected candidate would be provided 2 i days time from the date of intimation tl.rrough SMS/e-mail to make suitable amendment/ addendum to the lease agreement and submit that same to the concerned OMC. As such the petitioner is required to submit amended lease only in case of not having a sub lease clause in the lease lr,hich ls primarily applicable for 'A Site/ Corpus Funds Scheme Sites', however, the applicant has applied for 'B Site/Dealer owned site'.

24. Learned standing counsel would further submit that in contractual matters, the scope of writ jurisdiction is very narrow 2i and this does not fall under the narrow compass to make the writ maintainable and that the author of the tender document is the best person to understand and appreciate its requirements' Learned standing counsel, in support of his submissions, would rely on M/s.Agmatel Ind.ia Put.Ltd., u. M/s.Resoursgs Telecom and others. The relevant paragraph Nos.17 and 24 are extracted hereunder: '17. Tlrc aboue-mentioned statements of law make it omplg clear that the author of the tender document is tcLken to be tLrc best person to understand and" appreciate its requirements; and if its interpretation is manifestly in consonance uLitlr the language of the tender document or subseruing the purchase of the tender, the Court utould prefer to keep restraint. FurtLrcr to that, the technical eualuation or comparison bg the Court is impermissible; and euen if the interprelation giuen to the tender document bg the person inuiting offers is not as suclt acceptable to the Constitutional Court, that, bg itseLf, would not be a reason for interfeing with the interpretation giuen.

24. The High Court, tuhile supporting its process of reasoning, has referred to such prirtciples uthich, uith respect, u'te find erLtirelg inapposite a'nd begond. the periphery of the question inuolued in the present case. As noticed, in such matter of contracts, 24 the process of interpretation of terms and cond itions is essentiallg lefL to ttte author of the tender document and- the occasion for interference bg the Court tt-tould arise onlg if the questioned decision faits on the salutarg tests laid dotun and settled bg this Courl in consistent decisions, nameLg , irrationalitg or unreasonableness or bias or p roce dur al imProPnetg -

24.1. In the case of Nabha Pou'ter Limited (supra), as refered by the High Court, this Courl' u,thile referirtg to the concept of 'Penta test' for 'business efficacg', made it clear that such a test and therebg reading an " implied term", ruould come in ptag onlg tuhen the fiue conditions cLre satisfied' Euen in tltat case, tlrc Coutt, u'thile dealing tuith tte question of reimbursement of cost incuted bg the successpl bid.der/ pouer supplier toutards u-rushing of coal in a pouter procurement project, analy sed as to what charges would be pagable bg interpretation of all the terms of the contract and held the appelLant entitled to cerlain charges as tlrc formula for energg charges tua.s clear. ln the present case too, n.either the High Court utas reading ang "implied term" in the past performance criterion nor NVS had done so' /t is dfficult to find any correlation of the decision in Nabha Pou,ter Limited' (supra) to the case at hand or euen to the analgsis bg the High Court'

24.2. The same asPects aPPIA to the obseruations regard.ing 'contra proferentem rule' as . .- 25 referred bg the High Court uith reference to the case of tlnited India Insurance Companu Limited (supra). The said- rale utas referred bg this Court uhile not accepting the argument made on behalf of the insured and while obseruing that the said rule had no application, u,then the language of ' the reLeuant clauses uas plain, clear and unambiguous. We mag, houLeuer, obserue that euen from the extracted part of Lhe priruciples related toith the 'contra proferentem ntle', as reproduced bg this Court from the Halsbury's Latu s of EngLand, it is clear that the said ntle was applied in the case of ambiguity in the insurance policg because the policies are made bg tLre insurer and its ambiguitg cannot be alloued to operate against the insured. This rule, in our uiew, cannot be applted to lag dou.tn that in case of ang ambiguity in a tender document, it has to be construed in fauour of a particular person who projects a particular uieut point. The obuious inapplicabilitg of tttis doctrine to the eligibilitg conditions in a notice inuiting tender could be uisualised from a simple fact that iru case of ambiguity, if two different tenderers suggest ttuo different interpretations, tte question uould alway s remain as to tahich of the tuo interpretation is to be accepted? Obuiouslg, to auoid such unworkable scenarios, the principle is that the author of the tender document is the best person to interpret its documents and requirements. The onlg requiretnent Z6 of lcttu, for such process of decision making bg the tender inuiting autLnitg, is that it should not be suffeing from iltegalitg, irationality, mala fide, peruersitg, or procedural improprietg. No such case being made oul, tlrc decision of the tender inuiting autLtoitg p{tzsJ ln the present case LUas not required to be interfered u-tittt on the reasoning that according to the utrit Court, the product " Smart Phone" ought to be taken as being of sirniLar category as the product 'Tablet'." By making the aforesaid submissions, learned standing counsel eventuallv prayed to dismiss the writ peLition' ANALYSIS AND CONCLUSION 25. In the case on hand, the respondent authorities are the best judge of its own requirement in interpreting the documents' The responclent authorities in order to address the dealers at largeintheir'chayan'portalhasformulatedastandardternplate in communicating with the dealers and accordingly the petitioner was informed as per the standard template u'hich would be advertised by rval' of e-mail. In the counter affidavit, the said e mail was reproduced which is extracted hereunder for sake of reference: 27 "tlis is to inform that during the FVC, Aou failed to produce the original docurnents for ueification bg the officer/ the documents produced bg gou tDere at uariance with the documents submitted/ information qiuen in the application-"

26. At this juncture, it is also necessary to extract the conclusive portion of the committee report dated Ol 'O4 '2025 which is hied along with the affidavit of, the respondents The conclusion of the report reads as under: "In uietu of tLrc aboue background and the fi'eld uisit, the committee concludes as follotus: "a. The committee has ueified from the documents submitted tttith the application and found that tlrc Applicant is in possession of the site as has been offered througLt the application dated 07.10.2023 more particularlg as shou-tn under tlrc Lease as utell as the rectification deed in suruey number: 163/ 2/ 1/ 1/ 1/ 1, Yellampet Village' Med.chal Mandal, Medchal Malkajgii Distict, TeLangona State. b. It is obserued that the Applicant has executed a Rectifi"cation Deed before the date of cancellation. c. It is further obserued that tLrc Applicant has submitted an Encumbrance CertiJicate beaing statement'no. 192971485 as on 01 04.2025 tuhich 28 Lras a due mention of the Lease Deed as utell as the rectification Deed on surueA no. 163/2/ 1/ 1/ 1/ 1, Yellampet Village, Medchal Mandal. [t has fttrther been found t.h.at the land is unencutnbered. d. From the aforesaid, it can be obserued that the phg sicaL possession of the land belongs to the applicant as on the date of field enquirg."

27. In Silppi Constructions Contractors a. Union of India and another2, the Hon'ble Supreme Court held that scope of judicial revieu. should be minimal in the matters relating to tenders and also. held that authority floating the tender is the best judge of its requirements and, therefore, the court's interference should be minimal. The relevant paragraph Nos.7, B, 13, 16, 20 and 25 is extracted hereunder for better understalding: "7. In Tata Cellular us. Union of Indial, it toas held that judicial reuietu of gouernment contracts was permissible in order to preuent arbitranness or fauouritism. The pnnciples enunciated in this case are : "94. ....... (1) The modern trend points to judicial restraint in administratiu e action. ' lzohpa scc +ao 29 (2) The Court does not sit as a court of appeal but merelg reuieus the manner in uthich the decision u)as made. (3) The Courl does not haue the expertise to correct the administratiue decision. If a reuiew of the administratiue " decision is permitted it uill be substituttng its own decision, without the necessary expertise u./tich itself mag be fallible. ft) The terms of the inuitation to tender cannot be open to judicial scrttiny because the inuitation to tender is in the realm of contract. Normallg speaking, the decisiort to occept the tender or atuard the contract is reached bg process of negotiations through seueral tiers. More ofien than not, such decisions are made qualitatiuelg bg t'xperl s. (5) The Gouernrnent must haue freedom of contract. In other words, a fair plag in the joints is d necessary corucomitant for an administratiue body functioning in an administratiue sphere or quasiadministratiue sphere. Hou.teuer, the decisioru must not onlg be tested bg tlle application of Wednesbury principle of reasonableness (including its other facts pointed out aboue) but must be free from arbitrainess not affected by bias or actuated bg mala Jldes. 1 30 (6) Quaslting decisions maA impose heaug administratiue burden on ad,ministration and lead to increased and unbudgeted exPenditure. " B. In Raunaq International Ltd. us, I.V.R , this Cout't held that suPerior Construtction Ltd.2 coutls slTould not interfere in matters of ten rl ers unless substantial public interest tuas inuolued or the transaction LUas mala iide.

13. In Jaqdish Mandal us. State of Onssa7 it u.tas held: "22. Judicial reuieu of administratiue action is intended to preuent arbitrairtess, ircationalitg, unreasonableness, bias and mala fi.d,es. Its purpose is to check tuhether choice or decision is ntade "LatufuLLg" an.d not to check utLtether choice or decision is " sound" - When the pouter of judicial reuieu-t is inuoked in matters relating to tenders or atuard "f contracts, certain special features shouLd be borne in mind. A contract is a commercial transaction. Eualuating tenders and awarding contracts are e s sentiallg commercial functions. Principles of equitg and natural justice stag at a distance. If the decision relating to award of contract is bona fide and is in public interest, courts uill not, in exercise of pouer of judicial 31 reuieu), interfere euen if a procedural aberration or error in ossessment or prejudice to a. tenderer, is made out. The power of judicial reuieu.t will not be permitted to be inuoked to protect priuate interest at the cost of public interest, or to decide contractual disputes. The tenderer or contractor u,tith a gieuance can alutag s seek damages in a ciuiL court. Attempts by unsuccessful tenderers uith imaginary gieuances, utounded prtde and business rtualry, to make mountains out of molehills of some technical/ procedural uiolation or some prejudice to self, and persuade courts to interfere bg exercising pouer of judicial reuiew, should be resisted. Such interferences, either interim or final, may hold up public uorks for gears, or delag relief and succour to tltousands and millions and may increase the project cost manifold

16. In Montecarlo us. NTPC Ltd., it ttas treld that uhere a decision is taken that is manifestly in consonance with the language of the tender document or subserues the purpose for uthich the tender is Jloated, the courT sLtouLd follow the pinciple of restraint. Technical eualuation or compaison bg the court tuouLd be impermissible. TLre pinciple that is appLied to scan ond understand an ordinary instrument relatabLe to contract in other spheres has 'J -1- to be treated differentlg than interpreting and appreciating tender dncuments relating to technical uorks cmd. projects requinng special skills ' The ou)ner should be allotued to carry out the purpose and there has to be allou-tance of free plag i'n the joints.

20. The essence of tLrc laut laid doun in the jud,gments refened to aboue is the exercise of restraint and caution; tlrc need fot ouenuhelming public interest to justifu judicial interuention in matters of contract inuoluing the state instnLmerutalitie s; the courts should giue utag t'o tlrc opinion of the expert's unless the decision is totallu arbitrarg or unreasonable; the courl does ruot sit like a court of appeal ouer the appropiate authority; the court must realise that the authoitg JToating the tender is the best judge of its requirentents and' therefore, the coutl's interkrence should be miruimaL The authoitg tt-thich floats the contract or tender' and has authored the tender documents is the best judge as to Ltou,t the documents haue to be interpreted' If tu-to interpretations are possible tlrcn the interpretation of the autltor must be accepted' The courls tt-till onlg interfere to preuent arbitrariness' irrationalitg, bias, mala fides or peruersitg' With this approactt in mind ttte shall deal u-tith the presenl case. 25- That bings us to the most contentious ISSUe as to uLhether the learned single judge of the JJ High Court utas right in holding that the appellate orders u.tere bad since theg were uitlnut reasorus. We must remember that ute are dealing with purely administratiue decision s. Th-ese are in the realm of contract. While rejecting the tender the person or authoritg inuiting the tenders is not required to giue reasons euen if it be a state uithin the meaning of Article 12 of tlrc Constitution. TLrcse decisions are neither judicial nor quasijudicial. If reasons are to be giuen at euery stage, then the commercial actiuities of the State utould com-e to a grtnding halt. The State must be giuen sufficient leeu-tay in this regard. The Respondent nos. 1 and 2 u.tere entitled to giue reasons in the counter to the writ petition which theg Luzue done."

28. In Tata Motors Limited o. Brihan Murnbai Electric Supplg and Transport Undertaking (BE.ST) qnd otherss tlne Hon'ble Supreme Court reiterated the principles as to whether the Courts should and should not interfere in contractual matters. The relevalt paragraph No.50 reads as under: "5O. This Court being th.e guardian of fundamental ights is dutg-bound to interfere u.then there is arbitrariness, irrationalitg, mala fi.des and bias. Howeuer, this Court hc-s cautioned time and again that courts should exercise a lot of restraint u.tltile exerctsing their potDers of judicial reuietu in contrqctual or ' (2023) 19 scc I 34 "nd, ""t-y"t tg commercial matters_ This Court is normallg loqthe to interfere in contractual matters unless a clear-cut case of arbitrariness or mala ftd,es or bias or irratio nalitg is made out. One must remember that todag many pubtic sector underlakings compete uith the priuate industry. The contracts entered" into bltuteen piuate parties are not subject to soatiny under utrit jurtsdiction. No doubt, the bod.tei which are State within the meaning of Article 12 of the Constitution are bound. to ar" amenable to tLLe uLit jurisdiction of superior coutts but this discretionary po*e, mist be exercised tuith a great deal of restraint and. caution. The courts must real.ise their limitations and tlrc hauoc ulhich need,less interference in commercial matters can cause. In contracts inuoluing technical issues the courts should be euen more reluctant because most of us in Judges, robes do not l.taue the nec_essary expertise to adjudicate upon technical issues begond our d.omain. The coirts should not use a magnifging glass uthile scanning the tenders and- make euery small mistake qppeor like a big blund_er. In iact, the courts must giue *fair plag in the joints,' to the gouentment and public sector undertaking s in matters of contract. Courts must alsi not interfere where such interference utill cause unnecessary loss /o the public exchequer.,,

29. It is to be noted that petitioner was informed by respondent No.2 by communication dated 12.06.2024 stating that petitioner was held as lone applicant/lone remaining eligible applicant in the location u,der Group-I and has been provisionally selected and the award of dealership was subject to compliance of terms and conditions of the Corporation. It is 35 lurther to be noted that the petitioner has entered into a long term lease with his lessor only with a sole intention to setup retail outlet of Indian OiI Corporation in the proposed location' Learned standing counsel has not made any submissions with respect to the observations made in the committee report dated O1.O4.2O25. It is also pertinent to note that since the petitioner is provisionally selected and his candidature for award of RO dealership wherein lease deed document submitted by the petitioner was registere d on 26.O9.2023 which is before the date of application i.e., 07.10.2023 mentioning that the lease term is 21 years effective from 01.11.2023 which is after the date of application and that as per the guidelines, the appiicant should offer 1and. for lease on or before the date of application ald accordingly petitioner's candidature was cartcelled as such there is no case of arbitrariness, bias, irrationality and malafides in the cancellation of the petitioner's candidature for setting up of retarl outlet I t

30. Applying the law laid down in Silppi Constntctions (supra it alnd Tata Motors Limited (supra 3/, this Court is of the considered opinion that no mandamus can be issued to the respondent authorities and the e-mail communication dated I It 36

74.1O.2024 cancelling the candidature of the parties for Ar.r.ard of Retail Outlet Dealership under open category advertised on 28.06.2023 warralts no interference. Accordingly, this writ petition stands dismissed

31. Hovvever, the interpretation of terms ard conditions in the lease agreement dated 26.09.2023 and rectification deed dated 13.09.2024 rs essentially left open to the respondents to take a decision afresh in the light of the committee report dated O1 .O4.2025 submitted by the nominated committee members.

32. In vtew of the above cited judicial pronouncements ald considering the facts and circumstances of the case, this writ petition stands dismissed with the above observations. As a sequel, miscellaneous applications, if any pending, shall stand closed. There shail be no order as to costs. SD/. A. PRATHIMA DEPUW REGISTRAR //TRUE COPYII SECTIK;FICER To, 1 2 3 KKS PVL One CC to SRL SANNAPANENT LOHTT Advocate [OpUC] one CC to SRl. DOMINIC FERNANDES (SC FOR |OCL) tOpUCl Two CD Copies HIGH COURT DATED:2910712025 ORDER WP.No.30566 of 2024 DISMISSING THE WRIT PETITION WITHOUT COSTS ':\': .*'i:. ( : i:. 26 IIJE 2ffi cir(, /i .\ /