The High Court · 2025

Mr. G.Vidya Sagar, learned Senior Counsel representing Mr. M.Avinash Redd-r', learned counsel appearing for the appellant. Mr. S.S. Prasad, learned Senior Counsel representing Mr.S.N- Chidambara Sastry, learned counsel for the respondent No. 1. Mr. Dominic Fernandes, learned Standing Counsel appearing for the respondent No.2. JUDGMENT: (Per Hon'ble Justice Moushumi Bhattacharya)

1. The W-rit Appeal arises out of an order passed by a learned Single Judge of this Court on 07.11.2025 in W.P.No.16559 of 2025 filed by the respondent No. t herein. The Writ Petition was hled for a Writ of Mandamus against the respondent No.2/The Indian Oil Corporation Limited ('IOCL) with reference to proceedings dated O6.06.2025 by which IOCL upheld the cancellation of the Letter of Acceptance ('LoA') dated 2O.O2.2O25 1 ) \ \ I 2 MB,J & GPK Wa-1276 2025 '=1 issued to the writ petitioner. The appellant her:in \{as awarded a Work Order on 18.08.2025 after calcellation ol the LoA issued in favour of the writ petitioner

2. By the impugned older, the learned Sin y'e Judge allowed the Writ Petition by upholding the car :ellation of the LoA/Contract being in violation of an earlier order passed by another learned Single Judge on 07.O5.2O25 The order dated

07.O5.2O25 was passed in a Writ Petition filed ry the respondent No.l herein (W.P.No.15034 of 2025). By thr impugned order dated 07. | 1.2025, the learned Single Judge allowed the Writ Petition ancl set aside the Speaking Order pa ised by IOCL on

06.06.2025 and directed IOCL to take ne<:r ssary action for permitting the u.rit petitioner to continue rv t r its contractual obligations as per the LoA and Work Order.

3. The appellalt, u,ho rnas au,arded the wor < on 18.08.2025, is aggrieved by the impugned order and has cl.r ilenged the same in the present Appeal.

4. We have heard learned Senior Counsel r ppearing for the appellant, learned Senior Counsel appearing Ic: the respondent L E 3 MB,J & GPK,J Wa 7276 2025 No.1 (writ petitioner) and learned Standing Counsel appearing for the respondent No.2/IOCL.

5. The appeilant and IOCL assaii the impugned order on the ground that the learned Single Judge reinstated the writ petitioner solely on the earlier order dated O7.O5.2O25. Senior Counsel appearing for the appellant arrd Standing Counsel appearing for the respondent No.2/IOCL submit that the earlier orcler disposed of the Writ Petition filed by the respondent No. 1 by directing IOCL to consider the grievance of the writ petitioner as expressed in its representation dated 01.04.2025 and pass an appropriate order within a specilic time frame after providing an opportunity of personal hearing to the writ petitioner. It is a_lso submitted that the learned Single Judge re read the conditions in the tender documents in favour of the writ petitioner which a Writ Court cannot be permitted to do.' Counsel refer to severa-l documents showing that the writ petitioner admitted to the delay in complying with the terms of the tender.

6. Learned Senior Counsel appearing for the writ petitioner/ the respondent No. I herein seeks to sustain the impugned order on the ground that IOCL acted in haste in passing the Speaking Order dated 06.06.2025 which was in I t \ 4 MB,J & GPK,i Wa 1276 2025 ' violation of the orders of status-quo granted in he first round of liligation. Senior Counsel lays emphasis on the order dated

07.O5.2O25 to urge that the learned Single Jurl 1e had opined on the action of IOCL being arbitrary and that s j rh opinion could not be disturbed by IOCL by way of the Spe:r dng Order dated

06.06.2025. In essence, Senior Counsel srr rmits that IOCL reiterated its eariier decision dated O1.O4.2O2ii in cancelling the LoA issued in favour of the writ petitioner.

7. We have considered the oral as well as w- tten submissions made on behalf of the parties and consid : ed the relevant material r.r,hich have been placed on record.

8. A brief timeline of relevant events is requ r:d to be given for understalding the effect of the two rounds of I tigation initiated by the writ petitioner/ respondent No. t herein. t IOCL issued the LoA to the writ petitior:< r b1. email dated

20.O2.2025. This was conhrmed by an e-mail on

21.o2.2025 11 The writ petitioner wrote back to the IOI L on 03.03.2025 that it applied for clearance of its Bar,1 ' from Kal<inada Port 5 MB,J & GPK,J Wa_1276 2025 ! I 111 1V IOCL issued the Work Order to the writ petitioner on 12.03.2025 for transporting white and black oil bunker supply to coastal and foreign run vessels stationed at yizag Port through tanker Barges. IOCL sent an e mail on 2I.O2.2O25 requesting to arrange initial deposit within 13 days of LoA dated 2O.O2.2O25 and stating that the Barge had to be placed within 30 days from the LoA i.e., by 21.O3.2O25. IOCL once again sent another e mail to the writ petitioner on 2I.O3.2025 stating that IOCL has to position the Barge within 30 days from rhe LoA i.e., by 21.03.2025 failing which the LoA would be liable for cancellation. vi. On 22.O3.2O2S, the writ petitioner stated that it had resubmitted its application for clearahce. v11 vl1l On 28.03.2025, the writ petitioner sent an e-mail informing IOCL that its Barge had arrived at Vizag port. On 29.O3.2025, the writ petitioner sent ar1 e_mail informing IOCL that the survey of its Barge at ytzag port was completed. t \ 6 MB,J & GPK Wa \276 2O25 1X On O1.O4.2025, the writ petitioner updat rd IOCL about the status of the Barge. The e-mail sent by r )CL cancelling the LoA was also received by the writ petitiorr :r. x. The writ petitioner filed W. p. No. 1 5rl l4 of 2O2S on

07.O5.2O25 challenging IOCL's e-mail lated 01.04.2025 and 21.O2.2025. xl. The Writ Petition was disposed of b v an order dated

07.O5.2025 directing IOCL to consider t: writ petitioner as stated in the : grievance of the rvrit petitioner's representation dated O1.O4.2025 an _1 reconsider the impugned decision by providing an oppor .unity of personal hearing to the writ petitioner and pass e opropriate orders within a stipulated time frame. The Cr,r rrt restrained the respondents therein from taking coercivo steps against the writ petitioner and its Barge till IOCL 1l .ssed appropriate orders on the writ petitioner's representat.t )n. x11 IOCL passed a Speaking Order on 06.06 .2 )25 after giving a personal hearing to the writ petitione r IOCL upheld cancellation of the LoA issued to the writ p etitioner. I 7 MB,J & GPK,J Wa_1276-2025 xiii. The writ petitioner filed W.p.No. 16559 of 2O2S on Ol.O7 .2025 and obtained an interim order of status-quo from a learned Single Judge of this Court. xlv. The interim order granted earlier was extended by a subsequent order dated 18.OT.2O2S. The interim order was again extended on 06.08.2025 till lt.OB.2O2S. xv. IOCL issued the Work Order to the appellant on

18.08.2025. xv1 The Writ petition was hnally disposed of by the impugned order on 07.11.2025

9. It is necessary to rel.er to passed by a learned Single Petition/Wp.No.15034 of 2025, the order dated, OZ.OS.2O2S Judge in the first Writ since all the parties have extensively referred to the said order The impugned order dated 07 .l1 .2025 also relies on the said order in carrcelling IOCL,s Speaking Order by which cancellation of the LoA issued to the writ petitioner was upheld

10. The first Writ petition was hled against the e_mail communication of IOCL,s dated O1.O4.202S cancelling the LoA \ \ 8 MB,J & GPK, Wa 127 6 2025 issued to the writ petitioner and for allowing the u,rit petitioner to complete the contract work as per the LoA ,j rted 2O.O2.2O25. The learned Single Judge disposed of the 'Vrit Petition by directing IOCL to consider the grievance of thc ;r'rit petitioner as put forth in its representation dated 01.04.2C1 5 after providing an opportunity of personal hearing to the writ p:titioner within a specihed time frame. 1 1 . However, the order dealt with the merits, cf the dispute in detail and opined, inter alia, that although the I oA was issued to the writ petitioner on 2O.O2.2O25, the Worl: Order was only issued on 12.03.2025 and admittedly the rvr t petitioner could hence only commence work thereafter. The lear -red Single Judge further opined that the action of IOCL in car :elling the Work Order on the ground of the writ petitioner fa ling to offer the Barge for inspection belore the due date i.e., ort

21.O3.2025, was arbitrary and unreasonable. The order dated [' .05.2025 further records that the cancellation was against t re principles of natural justice since the petitioner was r ot provided an opportunity of personal hearing.

12. Notably and notwithstanding the afores ud opinion, the learned Single Judge directed IOCL to consi I :r the grievance I MB,J & GPK,J Wa 7276 2025 raised by the writ petitioner in the representation and come to a decision thereon within the time frame hxed by the Court. The writ petitioner was protected from coercive steps till IOCL arrived at a decision.

13. The second Writ petition/Wp.No.l65S9 of 2025, which was filed against the Speaking Order of IOCL dated O6.06.2O2S, was allowed by the learned Single Judge essentially on the premise that the cancellation of the u,rit petitioner,s LoA was upheld in disregard of the opinion expressed by the Court in the order dated 07.O5.2O25. In paragraph 12 of the impugned orcler, the learned Single Judge nores that IOCL,s action of cancelling the Contract on the very same ground of delay ,,... is blatant uiolation of the order of this Court. " IOCL was accordingly directed to take consequential action for permitting the u,rit petitioner to continue with its contractual obligations as per the LoA and Work Order as expediously as possible. IOCL was directed to consider the writ petitioner's representation and arrive at a decision after due compliance of the principles of natural justice. 14 . The Speaking Order dated 06 .06 .2025 was passed pursuant to the order dated 07.O5.2025. The u,,rit petitioner has not raised any complaint rvith regard to not being heard by IOCL. I t 10 MB,.J & GPK, Wa 1276 2025 The Speaking Order elaborately deals with eacl of the grounds raised by the rvrit petitioner in his represent.at on bv w.ay of a tabulated statement accompanied by the IOCL': response. The Speaking Order also deals with the u,rit petiti.; r er's contention that the Barge-readiness within 3O days i.e., 1r

21.03.2025 as unreasonable. IOCL's response to the aforese id grievance by stating that the tender terms cannot be tinke-, d with and the condition rvas in line with the tender sper: iications. The Speaking Order states that the writ petitioner r'. .s bound by the tender conditions and also admitted to the derl,r t in placing the Rarge by 21.03.2025 i.e., 30 days of LoA. t( tCL accordingl-r, upheld the direction of the LoA cancellation by u.ay of the Speaking Order.

1.5. Senior Counsel appearing for the rvrir petitioner/the respondent No.1 herein has strenuously arlued that the Speaking Order should be set aside as being rontrarv to the opinion expressed by the Court in the first rounrl of litigation i.e., in the order dated 07.05.2025. We disagree with his argument.

16. The order dated 07.05.2025 contained ser,,: al opinions but culminated in a direction on IOCL to consid,: the grievance raised bv thc u,rit petitioner. Once the Writ petit Lr n u.as disposed 1l MB,.J & (iPK,.] Wa 1276 2025 of in the manner that it was, it would be unreasonable of a party to presume that the decision of IOCL would go in its favour or be in line with the views expressed in the ordcr dated 07.O5'2O'25' The presumption could oniy arise if the Court had interfered with IOCL's e mail dated O1.O4.2025, bv rvhich the LoA issued to the writ petitioner was cancelled. The Writ Petition was however disposed of merely by directing IOCL to revisit the matter and consider the writ petitioner's represen[ation ivithin a specihc time frame.

77. In this context, we must point out that u'hen a Writ Petition is disposed of by a Court u'ith a d irection on the concerned authority to consider a representation and pass a reasoned order, the said authority is invited to arrive at a clecision based on an independent application of mind. Indeed, it r,r'ould be arr exercise in futility if the authoritv is directed to decide on the controversy but within the stranglehold of the Court's observations. In other words, a direction on the authority to decide on a representation presumes that the authority u,ould apply its mind on the issue under consideration without being tethered to the views expressed by the Court. The views may be relevant only to the extent of opening a legal proposition or the lau' relevant to the subiect for the authoritv to consider for arriving at the decision. r \ \ \ ., Bt:I. , t2 MB,J & GPK, Wa L276 2025 Weighing dou'n the concerned authority with thr Court's opinions rcsults in duplication of the decision-makine process and is :intithetical to the direction itself. The litigant ; lorced to travel dorvn multiple palhs only to find itself back to r[. : starting point.

18. In that sense, the premise of the writ peti roncr's argument that IOCL committed an error in reiterating rt ; earlier view on cancellation of the LoA is patently incorrect. Ve reiterate that I()CL could not bc put $,ithin any form of stricr r res to decide thc issue in a particular rvay. That would only am ) lnt to rcplicating the Court's vies,s rvhich became obsenations simipliciter once IOCL q,as rlirected to arrive at a fresh decision

19. Therefore. the reason given in the IOCL s Speaking Order l>eing in violation of the order passed in the ci rlier order dateci

07.O5.2O25 is, u,ith respect, erroneous. In essr.r <:e, the Speaking Orcier of IOCL dated 06.06.2025 erased I 1e order dateri

07.O5.2025 to the extent of the opinions/obser', ations corllained therein. 1'he Speaking Order constitutes a n€\ . cause of action f or the plrrpose of the second Writ Petitior / WP.No.16559 of '2025. 'l'hus, harking back to the order daterl 07.O5.2O25 u,as cntirely misplaced and irrelevant. L3 MB,.I & GPK,.] Vla 1276 2025

20. We now come to the merits of the matter. Clause l4 (17)(d) of the Notice Inviting Tender issued by IOCL provides that the .bidder undertakes to posttion the offered Borge reaclg in alL aspects along tuith required licences within 30 da so tssuat-Lce o Lol/ LoA ot Vi.zaq Port." Clause B(a) of the Special Conditions of Contract further provides that IOCL reserves the right to cancel the LoA/Lol if the party fails to get the Barge inspected by IOCL and get ready in all aspects within 30 davs of issuance of Lol The undertaking given by the writ petitioner (Bidder) provides that the Bidder will place the Berge along with thc licences and documents within 3O days of issuing the LoA/ Lol failing u'ith IOCL reserves the right to cancel of the LoA/Lol. The LoA issued by IOCL on 2O.O2.2O25 provides that all the tender documents and conditions stipulated therein form part of the Work Order/Contract. IOCL's e-mail dated 27.O2.2025 attaching the LoA categorically stipulates that the Barge needs to be placed within 3O days of the LoA 2l . All the above documents categorically reflect that placing the Barge along with required licences within 3O days of issuance of LoA was al essential condition of the tender document ri.hich was accepted by the petitioner r.r.ithout demur. The u.rit petitioner also received communications from IOCL u,ith reeard I t I4 MB,J & GPK Wa 127 6 2025 to the stipulated condition without raising an',' objection at any point of time. The condition of placing the Barl e within 30 days of the LoA is intrinsically linked to the perforrrri r-Ice of the work, namely, for Bunker supply of oil through t rnke r Barges to foreign/coastal run sea vesseis

22. [t is undisputed that the writ petitioner rid not place the Barge rvitl'rin 30 days of the LoA i.e., by 21 .O: .'2025. The LoA rvas issued on '2O.O2.2O25. This would be , vident from the e maii sent, bv the writ petitioner on 28.O3.2021 stating that the u,rit pctitroner's Barge arrived at Visakhap z tnam Port ancl berthed toda-v i.e., on 28.03.2025 and is rea: y for procedural inspections. This was followed by the writ pet l roner's e-mail on 29 .O3.2025 stating that the survey of its Barge at Visakhapatnam Port r.r,as completed. In tht proceedings of personal heanng heid, the writ petitioner's < ral submissions recorded in the proceedings dated 29.05.2021, before the IOCL spccificalll' states the follolving: "3. Tha t Shri Tummalapalli Venkata ll rmakrishn:r further submits that their barge was ready irr all respects t4, 28.03.2025 however as per the LOA they rr re requirerl to place the barge by 21"t March 2025. 4. That Shri Tummalapalli Venkata Ii unakrishna submits Lhat they have been delayed by' 06 (;ix) days in placing the barge readf in all respects as p( t the tender / 15 MB,.-I & GPK,J Wa 1276 2025 requirements and that the delay of O6 condoned by the competent authoritlr." (six) days be

23. Hence, there is little doubt factually that the writ petitioner failed to place the Barge within 3O days of LoA i e , by 21 .O3.2O25. The writ petitioner,s contention, as expressed by Senior Counsei, that the Barge was reacly by 2g.03.2O25, is hence of no consequence. The writ petitioner failed to comply with the tender condition as on 21.03.2025.

24. The argument of the writ petitioner, as accepted b-r. the learned Single Judge, in respect of the Work Order being the deciding factor is also not acceptable. The argument is completely inconsistent with the Tender conditions set by IOCL and accepted by the rvrit petitioner without any objection. The specihc condition in the Tender Notice i.e., Clause l4(17)(d) stipulates that the Bidder sha1l offer the Barge ready along ri ith the reouired licences within 30 days of issuan ce of Lol,r I-oA at Yiza Port. IOCL's right of cancelling the LoA/Lol on rhe Bidtler failing to fulfil the aforesaid stipulation is reflected in Clause B(4) of the Special Conditions of Contract. The Bidder,s undertaking also reflects the same stipulation, i.e., 30 days of issuance of LoA /I-oI failing which IOCL reserves right to cancellation of LoA /IxtI. The Tender document does not contain ar.rv clause I t \ \ +::-.i-- --=-M! 16 MB,J & GPK Wa 727 6 2025 which mentions "30 days from the Work Order". The document does not substitute or replace "LoA/LoI" with "Work Order". Therefore, re;rding 3O da5rs from issuance of tt e Work Order r,vould be inconsistent lr'ith the Tender document i nd would read a term into the Tender conditions which u.as, conspicuously absent '25. It is acLnitted that the tender conditions .n :re immutable and remain so till toclav. We hence disagree witt the view of the iearned Srngie Judge in respect of treating the Wcr < Order issued on I2.O3 .2025 as the sl.arting point for the ciJ :ulation of 30

26. Judicial Revicu' of decisions taken by autl-ro i ties in support of Conditions ol Tender operates u.ithin exi r :mely narrow confines. The consensus arrived at bv the Courts is that Courts should not interfere u,ith the decisions of the autl r r of the tender document since the concerned authority is best ; rited to decide the said issue. The Courts in judicial review shr,r .ld not meddle with such decisions unless the decision is demons;1 rably arbitrary or reflects favouritrsm or the operation of extrar < ous factors in the decision making process: Noble Resources u. St Lte of Orissal . (2006) 10 scc 236 ,/' t7 MB,,t &, (i PIi..i Wa 1276 2025

27. It equally well settled that the process of decision-making forms the fulcrum of the judicial revieu' and not the decision itself. The scope of interference is even more curtailed in contractual matters which involve interprelation of the Conditions of the Tender documents. Courts should holcl back lrom expressing their opinion on matters of interpretation of Tender conditions since they un-equippeci secon<l-guess tl-re suitability of the tenderer: Agmc el lrtclict (P) Limited 1,. Resoursys 'l'elecom2 2a. Judicial Revieq. of administrative action aims to prcveut arbitrar_v, irrational and unreasonable action on the part of persons and authorities and to keep bias and mala fides at bav. Courts should be mindful of the fact that evaluating tenders and au,arding contracts are essentially commercial functions and the decision with regard to the best person for the job should be left to the tender-issuing authority. Courts should not interfere evcn on a procedural aberration or error in assessment unless there is a clear breach of the principles of natural justice or the decision making process is vitiated by mala fides: Jagdish fulandal u. '1zozz1 s scc aez I8 MB,J & GPK, Wa_ 127 6_2025 State of Onssa r. Courts should also not fir-r,l fault u/ith every decision r.r,it I-r a magnifying glass in its hancis and should onl-1. restrict itscll to .xamining *,hethcr the clecisir;t _mzrking process cornplies rt'ith the pror.edurc conlemplatc(l bv the tender conditions: N.G. Projects Linited u. Vinocl Kunn. Jaina. h-r fact, in N.G. Projects Linited (supra), the Supreme Cour held that if the Court lrnds that the Tender has been granl ( ( in a mala fi_de manl-rer, the Court shoulrl relegate the parties o seek damages lor I he u,rongful exclusion rather than injunr:r lhe execution of the con tract. 29 . I t is noboclv's casc that the tcnder I .ocess was not conducted in a transparent mzrnner or in acr.c.dance q,ith the Tender lerms atrd conditions. .lhe s.riL 1;,r itioner did not challenge the l crms of the tencler conditior r including the condition of the Barge beine made ready wilhrr 30 days of the LoA /L,oI. Hence, the Speaking Orcler rlir ed 06.06.2025 justifiably rejected the u rit petitioner,s ol jection as an afterthought. Most important, the rvrit petitioncr proceeds on the basis of the Work Order bcin g rhe starting poirr of the 30 days rvhicl-r is contpletell, incongruous to the t<,rtrl ,r terms. The ' 1zooz1 ta scc sr; '1zo:21 o scc rzr t / l9 MB,.] &, GPK..J Wa 1276 2025 impugned order dated 07 .11.2025 erroneously accepted the said condition, thus, importing a term in the tender document u,hich was not there in the Iirst place. The self imposed limits of r,r,rit jurisdiction does not permit the Court to incorporate a n e$, term in the tender document or to alter the terms in a manner suitable to only one party in the contract.

30. The abovc reasons persuade the Court to interfere rn'ith the impugned orcle r

31. W.A.No. 1276 of 2025, along with all connected applications, is accordingly allorved and disposed of b\ setting aside the order dated 07 .11.2025 in W.P.No. 16559 of 2025 SD/.B.SAWAVATHI JOINT REGISTRAR //TRUE COPY// SECTION OFFICER

5. To, TJ LS One CC to Sri Mamidi Avinash Reddy, Advocat oPUCI One CC to Sri S. N. Chidambara Sastry, Advocate [OPUC] One CC to Sri Dominic Fernandes, SC IOPUC] One CC to Sri Kashyap, Advocate[OPUC] Two CD Copies t I HIGH COURT DATED:0411212025 JUDGMENT WA.No.1276 of 2025 :, l0 [:[ [1I5 *) ALLOWING THE WRIT APPEAL WITHOUT COSTS pllal?x-