WP(C)/450/2026 on 24 July, 2026

inkinccorporation@gmail.com

July 27, 2026

Gauhati High Court

WP(C)/450/2026 on 24 July, 2026

Page No.# 1/47

GAHC010014662026

2026:GAU-AS:10174

THE GAUHATI HIGH COURT
(HIGH COURT OF ASSAM, NAGALAND, MIZORAM AND ARUNACHAL PRADESH)

PRINCIPAL SEAT

Writ Petition No. 434 of 2026

1. M/s Swati Logistics and 2 Ors through its Partner,
Suryavillas, 1st Floor, Flat No. 1A RKC Road, Near
Haryana Bhawan, Bharalumukh, Guwahati, Assam
781009.

2. Rahul Agarwal, S/o Late Ramswarup Agarwal Resident
of Village-Bijoynagar, P.O. Bijoynagar, P.S. Polashbari,
Kamrup Assam- 781122

3. Smt Disha Agarwal, D/o Manohar Kumar Agarwala,
Resident of Village-Bijoynagar, P.O. Bijoynagar, P.S.
Polashbari, Kamrup Assam- 781122.

.........Petitioners
Versus

1. The Union of India and 5 Ors
Ministry Of Petroleum And Natural Gas, Represented by
its Secretary A-Wing, Shastri Bhawan, Dr. Rajendra
Prasad Road, New Delhi-110001.

2. The Indian Oil Corporation represented by the Chief
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General Manager, The Indian Oil Corporation Limited
(IoCL) Indian Oil, AOD State Office, Sector-III, Noonmati,
Guwahati- 781 020.

3. The General Manager L.P.G. (OPERATIONS), the Indian
Oil Corporation Limited (IoCL), Indian Oil AOD, State
Office, Sector-III Noonmati, Guwahati- 781020.

4. The Manager L.P.G. (OS), the Indian Oil Corporation
Limited (IoCL), Indian Oil AOD, State Office, Sector-III,
Noonmati, Guwahati- 781 020.

5. The Deputy Manager L.P.G. (FINANCE), the Indian Oil
Corporation Limited (IoCL), Indian Oil AOD, State Office,
Sector-III Noonmati, Guwahati- 781 020.

6. The Deputy Manager L.P.G. (SALES), the Indian Oil
Corporation Limited (IoCL), Indian Oil AOD, State Office,
Sector-III, Noonmati Guwahati- 781 020
..........Respondents

Writ Petition No. 450 of 2026

1. M/s Ridansh Logistics and 2 Ors through its Partner,
Suryavillas, 1st Floor, Flat No. 1A RKC Road, Near
Haryana Bhawan, Bharalumukh, Guwahati, Assam 781
009

2. Smt Swati Sarawgi, D/o Late Jagadish Prasad Sarawgi
Suryavillas 1st Floor, Flat No. 1A RKC Road, Near
Haryana Bhawan, Bharalumukh Guwahati, Assam
781 009

3. Manohar Kumar Agarwala S/o Late Ramswarup
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Agarwala Dahali, Village Bijoynagar, P.O. Bijoynagar, P.S.
Palashbari, Assam PIN- 781122

.........Petitioners
Versus

1. The Union of India and 5 Ors
Ministry Of Petroleum And Natural Gas, Represented by
its Secretary A-Wing, Shastri Bhawan, Dr. Rajendra
Prasad Road, New Delhi-110001.

2. The Indian Oil Corporation represented by the Chief
General Manager, the Indian Oil Corporation Limited
(IoCL), Indian Oil AOD, State Office, Sector-III, Noonmati,
Guwahati- 781 020.

3. The General Manager L.P.G. (OPERATIONS), The Indian
Oil Corporation Limited (IoCL), Indian Oil AOD, State
Office, Sector-III, Noonmati, Guwahati- 781020.

4. The Manager L.P.G. (OS), the Indian Oil Corporation
Limited (IoCL), Indian Oil AOD, State Office, Sector-III,
Noonmati, Guwahati- 781 020.

5. The Deputy Manager L.P.G. (FINANCE), the Indian Oil
Corporation Limited (IoCL), Indian Oil AOD, State Office,
Sector-III, Noonmati, Guwahati- 781 020.

6. The Deputy Manager L.P.G. (SALES), the Indian Oil
Corporation Limited (IoCL), Indian Oil AOD, State Office,
Sector-III, Noonmati, Guwahati- 781 020

..........Respondents

Advocate for the Petitioners: Mr. D. Das, Sr. Adv., assisted by
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Mr. C. Garg

Advocate for the Respondents: Mr. M. Sarma, SC, IoCL
Mr. S. K. Medhi, CGC
Ms. M. Das

-BEFORE-
HON'BLE MR. JUSTICE ANJAN MONI KALITA

Date on which judgment was reserved : 28.04.2026

Date of pronouncement of judgment : 24.07.2026

Whether the pronouncement is of the : Yes
operative part of the judgment?

Whether the full judgment has been : NA
pronounced?

JUDGMENT AND ORDER(CAV)

By this common judgment and order, these two writ petitions, namely,
WP(C) No. 434 of 2026 and WP(C) No. 450 of 2026, being similarly placed and
involving similar facts and issues, are taken up together for consideration and
disposal.
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WP(C) 434 of 2026

2. The facts leading to filing of the instant writ petition are summarized
herein below:

a. The respondent No. 2, i.e. the IoCL issued a Notice Inviting E-Tender
(NIT) dated 01.03.2025 bearing No. LPG/BULK/TT/IOC/AS/2025-30,
under a Two-Bid System, thereby inviting bids from prospective bidders
under the work name of "Bulk LPG Transportation Contract by
Road for the State of Assam and Meghalaya" for the transportation
of LPG from various locations to its destination all over Assam and
Meghalaya.

b. In terms of the aforesaid NIT dated 01.03.2025, the petitioner No. 1
submitted its bid. The petitioner No. 1, thereafter, received a query
from IoCL on 14.06.2025 regarding furnishing a copy of Registration
Certificate issued by the Registrar of Firms to the petitioner No. 1 to
establish the fact of registration of the Partnership Firm, along with all
annexures reflecting the names of all partners. In response to the
aforesaid, the petitioners furnished an affidavit on a Notarized Stamp
Paper dated 14.06.2025 along with Registered Partnership Deed of the
petitioner No. 1, dated 03.10.2025. The said response along with the
necessary documents was submitted to the IoCL on 15.06.2025.
Pursuant thereto, the IoCL issued the Letter of Acceptance (LoA) on
16.09.2025 in terms of which the petitioners were required to

(i) To furnish the required Security Deposit of Rs.2,00,000/- within
15 days of the date of issue of LoA and execute the agreement as
per Tender Terms & Conditions.
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(ii) To physically place all the ready-built Tank Trucks (TTs) at the
inspection location along with all licenses/documents for original
verification within 30 days from the date of LoA.

(iii) To execute the standard agreement within 30 working days
from the date of LoA.

(iv) To submit the documents/declarations/deposits, as per the
Tender, completed in all respect to the office of IoCL.

c. Having complied with the aforesaid conditions as provided in (i) and
(ii), the petitioners were awaiting execution of the contract/agreement
and issuance of final work order by the IoCL. In the meantime, the
petitioners applied for registration of the Partnership Firm, which was
approved on 27.10.2025. Subsequent to the aforesaid, the petitioners
issued a letter dated 12.11.2025 to the IoCL seeking a response as to
when would the work order be issued. While seeking the above
response, the petitioners also informed the IoCL about the completion
of registration before the Registrar of Firms on 27.10.2025.

d. Having received no response from IoCL, the petitioners approached
this Court by filing WP(C) No. 6702 of 2025, which was disposed of on
26.11.2025 wherein, this Court was pleased to direct the IoCL to
consider the letter dated 12.11.2025 in accordance with law within a
period of 15 days, while further granting liberty to the petitioners to
approach this Court upon being dissatisfied with the decision of IoCL.

petitioners informed the IoCL that there was no intention on the part
of the petitioners to submit false documents and mislead. Upon coming
to know about the distinction in registered/un-registered, the
petitioners immediately took steps to get the partnership deed
registered in accordance with law.

f. The respondent No. 2, IoCL, thereafter issued a letter dated
05.01.2026, whereby the IoCL intimated the petitioners that the bid of
the petitioner No. 1 cannot be considered favourably as it has fallen
short of compliance with the Pre-Qualification Condition as on the
requirement of the Registration Certificate duly issued by the Registrar
of Firms. Accordingly, it was intimidated to the petitioners that since
the petitioner No. 1 is not a qualified bidder for the tender, the LoA,
issued to the petitioner No. 1, dated 16.09.2025 was withdrawn.

g. Being dissatisfied with such withdrawal of LoA issued to the
petitioner No. 1, the petitioners have approached this Court by
assailing the order dated 05.01.2026, issued by the Chief General
Manager (LPG), Indian Oil Assam Oil Division, State Office Guwahati.

WP(C) 450 of 2026

3. The facts leading to filing of the instant writ petition are also similar to the
above writ petition, summarized herein below:

a. The respondent No. 2, i.e. the IoCL issued a Notice Inviting E-Tender
(NIT) dated 01.03.2025 bearing No. LPG/BULK/TT/IOC/AS/2025-30,
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under a Two-Bid System, thereby inviting bids from prospective bidders
under the work name of "Bulk LPG Transportation Contract by
Road for the State of Assam and Meghalaya" for the transportation
of LPG from various locations to its destination all over Assam and
Meghalaya.

(i) To furnish the required Security Deposit of Rs.2,00,000/- within
15 days of the date of issue of LoA and execute the agreement as
per Tender Terms & Conditions.

(ii) To physically place all the ready-built TTs at the inspection
location along with all licenses/documents for original verification
within 30 days from the date of LoA.

(iii) To execute the standard agreement within 30 working days
from the date of LoA.
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(iv) To submit the documents/declarations/deposits, as per the
Tender, completed in all respect to the office of IoCL.

d. Having received no response from IoCL, the petitioners approached
this Court by filing WP(C) No. 6703 of 2025, which was disposed of on
26.11.2025 wherein, this Court was pleased to direct the IoCL to
consider the letter dated 12.11.2025 in accordance with law within a
period of 15 days, while further granting liberty to the petitioners to
approach this Court upon being dissatisfied with the decision of IoCL.

e. In terms of the aforesaid order dated 26.11.2025, the petitioners
were granted liberty of being heard on 10.12.2025 and thereafter, filed
their written submissions before the IoCL on 11.12.2025 wherein, the
petitioners informed the IoCL that there was no intention on the part
of the petitioners to submit false documents and mislead. Upon coming
to know about the distinction in registered/un-registered, the
petitioners immediately took steps to get the partnership deed
registered in accordance with law.
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f. The respondent No. 2, IoCL, thereafter, issued a letter dated
05.01.2026, whereby the IoCL intimated the petitioners that the bid of
the petitioner No. 1 cannot be considered favourably as it has fallen
short of compliance with the Pre-Qualification Condition as on the
requirement of the Registration Certificate duly issued by the Registrar
of Firms. Accordingly, it was intimidated to the petitioners that since
the petitioner No. 1 is not a qualified bidder for the tender, the LoA,
issued to the petitioner No. 1, dated 16.09.2025 was withdrawn.

4. In both the writ petitions, the respondent authorities, i.e. the respondent
Nos. 2, 3, 4, 5 and 6 have filed their common affidavit-in-oppositions and
rejoinders thereto have also been filed by the petitioners in both the writ
petitions.

5. The stand taken by the respondent authorities in both the writ petitions in
their affidavit-in-oppositions and the rejoinder filed by the petitioners are the
same. In view of the aforesaid facts, the affidavit-in-opposition and the
rejoinder filed in WP(C) No. 434 of 2026 have been referred to in the instant
judgment and order.

6. By filing the affidavit-in-opposition, the respondent authorities contended
that the respondent No. 1 had issued the said NIT, calling for the bids for bulk
LPG transportation in the State of Assam and Meghalaya. The term "Bidders" is
defined under Clause 2 of the said NIT and included a Registered Partnership
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Firm (registered with Registrar of Firms/Ministry of Corporate Affairs and
consisting of Indian citizens). It is contended that the Clause further required
the constitution of the bidders to be valid as on the closing date of the Tender,
i.e. the date of submission of bids. It is contended that the Clause 2 also
clarified that bids submitted by an unregistered Partnership Firm/Co-operative
Society/Company would be rejected. It is contended that Chapter-3 of the NIT
prescribes for the other mandatory documents to be submitted by the bidders
along with their bids. Sub-clause (iv) in Chapter-3 required a Partnership Firm to
establish its registration with the Registrar of Firms by submitting a copy of the
Registration Certificate along with the names of all the Partners mentioned
therein or Certificate of Incorporation (whichever applicable). It is contended
that the said Clause further clarified that the bidders, who applied for
registration of their Partnership Firms, but were awaiting Registration
Certificates, could submit their respective acknowledgement slips along with
proof of deposition of requisite fees in place instead of the Registration
Certificates.

7. It is the stand of the respondent authorities, IoCL, that the petitioner No. 1,
amongst other bidders, participated in the NIT as a Partnership Firm, however,
they did not submit the Registration Certificate/Certificate of Incorporation. It is
contended that in order to provide the petitioner No. 1 a fair opportunity, the
respondent authorities, vide a communication dated 14.06.2025, requested the
petitioner No. 1 to furnish a copy of the Registration Certificate as required
under the terms of the NIT. However, the petitioner No. 1, in response to the
aforesaid communication, submitted a Notarized Affidavit along with a
Registered Partnership Deed dated 03.10.2024 by which the petitioner No. 1
Partnership Firm was purportedly formed/constituted, however, the petitioner
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No. 1 did not submit the Firm Registration Certificate, issued by the Registrar of
Firms or Acknowledgement Slip as required under the said NIT. It is contended
that the Registered Partnership Deed was misunderstood by the Scrutiny
Committee of the respondent No. 2 and the same resulted in erroneous
issuance of LoA dated 16.09.2025 in favour of the petitioner No. 1. After
issuance of the said LoA and further scrutiny and verification by the officials,
prior to the issuance of the work order, it was observed that the petitioner No. 1
did not fulfil the mandatory eligibility criteria prescribed in the NIT and also did
not submit the requisite documents which resulted in not receiving the final
work order by the petitioner No. 1.

8. It is contended that after the closing date of the NIT, the petitioner No. 1
undertook the process of registration of the Partnership Firm with the Registrar
of Firms and the said process was completed on 27.10.2025. After such
completion, the petitioner No. 1 submitted a letter dated 12.11.2025 seeking
issuance of final work order in terms of the aforesaid LoA and also submitted
the Registration Certificate. However, considering that the petitioner No. 1 did
not fulfil the requirements of the NIT and since the registration process of the
petitioner No. 1 was completed much after the closing date of the tender, the
respondent No. 2 decided not to issue any further
correspondence/communication in the matter to the petitioner No. 1 and
therefore, did not respond to the letter dated 12.11.2025.

9. Under the circumstances when the petitioner No. 1 approached this Hon'ble
Court by filing the WP(C) No. 6702/2025, the same was disposed of vide order
dated 26.11.2025, whereby the respondent No. 2 was directed to consider the
letter/representation dated 12.11.2025 of the petitioners within a period of 15
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days after granting personal hearing. Accordingly, the petitioners were granted a
personal hearing on 10.12.2025 and by the speaking order dated 05.01.2026,
the respondent No. 2 decided to formally withdraw the LoA issued to the
petitioner No. 1 for want of fulfilment of the conditions in the NIT.

10. It is further contended that the NIT mandates that if a Partnership Firm
participates in the bidding process, the same should be registered. The term
"Registered" used in Clause 2 of the NIT does not mean that the Partnership
Firm should be constituted under a Registered Agreement/Document before the
Sub-Registrar under the Registration Act, 1908. The term "Registered" as used
in Clause 2 of the NIT connotes and means that the Partnership Firm should be
registered with the Registrar of Firms. It is contended that if a Partnership Firm
claims to be registered, the registration process should stand concluded on the
closing date of the tender and the bidder is required to furnish a copy of the
Registration Certificate along with its bid. It is contended that in the instant
case, the petitioner No. 1 was neither "Registered" as a Partnership Firm nor
applied for registration prior to the submission of its bid and therefore, the LoA
issued to them was subsequently withdrawn.

11. By filing a rejoinder to the affidavit-in-opposition, the petitioners have
taken a primary stand that Clause (iv) of the Chapter-3 of the tender documents
clearly demonstrate that the tendering authority itself contemplated a situation
where a bidder may have initiated the process of registration but may still be
awaiting issuance of the Registration Certificate from the competent authority.
In view of the existence of the aforesaid enabling provision unequivocally
demonstrates that the tendering authority did not intend the possession of a
Registration Certificate on the closing date of the tender to operate as an
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inflexible or absolute pre-condition but rather envisaged a circumstance, where
the process of registration may still be pending before the statutory authority. It
is contended that the respondent authorities have completely disregarded the
above enabling provision and have sought to portray the requirement of
Registration as a rigid and mandatory condition, which interpretation runs
contrary to the plain language and scheme of the tender document.

12. Mr. D. Das, learned Senior Counsel, submits that IoCL issued a Notice
Inviting e-Tender (NIT) on 01.03.2025 for "Bulk LPG Transportation Contract
by Road for the State of Assam and Meghalaya", in which the petitioner
participated by submitting its bid as a Partnership Firm. He submits that the NIT
was floated under a two-bid system, namely, the technical bid and the price bid.
Clause (v) of the tender conditions provides for the evaluation and allocation
criteria and specifically stipulates that; (a) there shall be separate evaluation
criteria for TTs of different capacities; (b) State-registered TTs shall be given
preference and (c) TTs with lower age (i.e., newer TTs) shall be given
preference. He submits that, insofar as the price bid is concerned, the NIT
provides that preference shall be given to bidders whose bids are received at
the floor rates. According to him, this means that once a bidder is found
technically qualified and quotes the "floor rates", such bidder would
automatically become eligible for issuance of the LoA/work order. He submits
that despite having submitted all the requisite documents and despite due
scrutiny thereof by the Committee constituted by IoCL for the instant contract
and even after issuance of the LoA, the work order has not been issued to the
petitioner.

13. Mr. Das, learned Senior Counsel for the petitioners, submits that although
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the pre-qualification criteria require submission of a copy of the Registration
Certificate issued by the Registrar of Firms, the same cannot be treated as a
mandatory condition. He submits that Clause (iv) of Chapter-3 of the NIT
provides that bidders who have applied for registrations and are awaiting
issuance of the Registration Certificates are required to furnish the necessary
acknowledgement slips along with proof of deposits of the requisite fees before
the concerned authority. He submits that the aforesaid Clause (iv) of Chapter-3
makes it clear that submission of the Registration Certificate at the time of
closure of the bid is not mandatory. According to him, the petitioners had
submitted the Registration of the Sub-Registrar of the partnership firm as
required by IoCL and thereafter, the LoA was issued in their favour after being
satisfied. He submits that once the LoA had been issued after scrutiny of the
relevant documents, IoCL could not have cancelled the same on the ground of
non-submission of the Registration Certificate issued by the Registrar of Firms.
The learned Senior Counsel further submits that a meaningful reading of Clause
2 together with Clause (iv) of Chapter-3 would indicate that IoCL had
contemplated a situation where a bidder might have initiated the process of
registration but could still be awaiting issuance of the Registration Certificate
from the competent authority as on the bid closing date. In recognition of such
a situation, Clause (iv) of Chapter-3 consciously provided that such bidders
could submit the acknowledgement slip along with proof of deposit of the
requisite fees before the concerned authority. According to him, this clearly
demonstrates that the tendering authority did not intend possession of a
Registration Certificate as on the bid closing date to operate as an inflexible or
absolute pre-condition for qualification. Mr. Das, learned Senior Counsel,
submits that a conjoint reading of Clause 2 and (iv) of Chapter-3 of the NIT
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makes it abundantly clear that the pre-qualification condition is not mandatory
in nature and is, in fact, ancillary, particularly in view of the provision permitting
submission of an acknowledgement slip along with proof of deposit of the
requisite fees before the concerned authority for obtaining the Registration
Certificate from the Registrar of Firms.

14. Mr. Das, learned Senior Counsel, submits that the issuance of a LoA under
a public tender is the culmination of a structured process of scrutiny and
evaluation of bids undertaken by the tendering authority through its designated
committees and officials. He submits that such issuance is preceded by
verification of documents, clarification of queries and assessment of the
eligibility of the bidders. He, therefore, submits that the contention of the
respondent authorities that the LoA was inadvertently issued to the Petitioner
No. 1 due to a misunderstanding of the document cannot be accepted as a valid
ground for retrospectively invalidating the decision of the respondent
authorities. According to him, once the authorized committee issued the LoA, it
became functus officio and could not thereafter re-evaluate or reopen the
tender process and cancel the LoA issued to the Petitioner No. 1. The learned
Senior Counsel further submits that once the LoA was issued upon due
compliance with the prescribed procedure and after completion of the
evaluation process by the respondent authorities, a concluded agreement came
into existence between the parties. He submits that after such agreement had
come into existence, the respondent authorities could not have cancelled the
LoA issued to the Petitioner No. 1.

15. Mr. Das, learned Senior Counsel, submits that in a tender process, one of
the important considerations is the object sought to be achieved by the
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tendering authority. In the instant case, IoCL floated the tender for bulk
transportation of LPG by road. According to him, the primary object of the
tender is to ensure the safe and secure transportation of bulk LPG by road.
Therefore, IoCL prescribed specific criteria for evaluation of the Tank Trucks
(TTs) proposed to be deployed by the bidders for such transportation. He
submits that, accordingly, IoCL provided that the evaluation criteria would be
based, inter alia, on the age of the Tank Trucks, preference being accorded to
State-registered Tank Trucks and that 7 MT Tank Trucks would be evaluated only
against other bids pertaining to 7 MT Tank Trucks. He submits that once the
criteria relating to the Tank Trucks were duly satisfied, the ancillary issue of non-
submission of the Registration Certificate issued by the Registrar of Firms in
respect of the petitioners' firm could not have been treated as a determinative
factor. He submits that IoCL, by the terms of the tender itself, made it clear that
preference would be accorded to newer Tank Trucks capable of transporting
bulk LPG in a safe and secure manner. He submits that the petitioners, in the
instant case, furnished complete details of the new Tank Trucks proposed to be
deployed for the transportation work, together with all relevant documents
pertaining thereto. Therefore, merely because the Registration Certificate issued
by the Registrar of Firms was not available on the bid closing date, the LoA
issued in favour of the petitioners could not have been cancelled by the
respondent authorities. He further submits that the IoCL itself has created an
exception under Clause (iv) of Chapter-3 to the requirement contained in
Clause-2 of the NIT. He submits that IoCL had raised certain queries to the
petitioners on 14.06.2025, which were duly responded to by the petitioners on
15.06.2025. Along with the said response, the petitioners submitted an affidavit
executed on a Notarized Stamp Paper as well as the Registered Partnership
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Deed registered before the Sub-Registrar, Kamrup (M), Assam. He submits that
only after scrutiny and verification of the aforesaid documents, the IoCL issued
the LoA in favour of the Petitioner No. 1 on 16.09.2025.

16. Mr. Das, learned Senior Counsel, submits that after issuance of the LoA,
the petitioners were awaiting issuance of the work order. However, IoCL
remained silent and did not proceed with the issuance of the work order. He
submits that if IoCL had detected any defect relating to the pre-qualification of
the petitioners on account of non-submission of the Registration Certificate
issued by the Registrar of Firms, the same could have been promptly intimated
to the petitioners, who could have immediately taken steps to furnish the
aforesaid Registration Certificate. He submits that, by remaining silent and
failing to intimate the aforesaid defect, the IoCL had intentionally sought to
deprive the petitioners of the opportunity to perform the contract pursuant to
the LoA by withholding the work order. He submits that there may have been
other bidders who participated in the tender process without possessing the
Registration Certificates issued by the Registrar of Firms as on the bid closing
date. According to him, the petitioners stand on the same footing, inasmuch as
they too did not possess the Registration Certificate on the bid closing date but
subsequently obtained the same. The learned Senior Counsel submits that what
is material is the eventual possession of the Registration Certificate issued by
the Registrar of Firms, which the petitioners have admittedly obtained at a later
stage. Therefore, a conjoint reading of Clause-2 and (iv) of Chapter-3 of the NIT
would make it abundantly clear that the requirement relating to submission of
the Registration Certificate is not a mandatory pre-qualification condition but an
ancillary one. He submits that such an ancillary requirement is capable of being
rectified by subsequent submission of the Registration Certificate issued by the
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Registrar of Firms. Accordingly, he submits that merely on account of non-
submission of the Registration Certificate at the relevant point of time, the
respondent authorities could not have invalidated an otherwise valid bid
submitted by the petitioners. He further submits that the petitioners had offered
new tank trucks for consideration, thereby satisfying the principal requirements
of the tender.

17. In support of his submission, the learned Senior counsel has referred to
the following cases:

i. Megindia Medical Supplier vs. State of Meghalaya
and others [in W.P.(C) No. 133 of 2024], decided by the
Meghalaya High Court on 20.05.2024;

ii. Bharat Cuisine Services Institute and Another vs. State
of H.P. and others, reported in 2024 SCC OnLine HP 8;

iii. Poddar Steel Corporation vs. Ganesh Engineering
Works and Others, reported in (1991) 3 SCC 273;

iv. G.D. Anakal vs. Union of India and Others [in Writ
Petition No. 202116/2021 (GM-TEN)], decided by the
Karnataka High Court on 17.12.2021;

v. M/s D. G. Raj Highway Services and Anr Vs. The Union of
India and Ors. [in Writ Petition No. 710 of 2022], decided
by the Gauhati High Court on 21.04.2022 .

18. The learned Senior Counsel has referred to the case of M/s. D. G. Raj
Highway Services and Another vs. Union of India and Others [in W.P.
(C) No. 710/2022], decided by the Gauhati High Court on 21.04.2022, in order
to support his submission that issuance of LoA amounts to allotment of the
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contract and the LoA having been duly accepted by the petitioner No. 1, a
contract came into existence and therefore, the LoA could not have been
cancelled by the IoCL unilaterally.

19. In support of his argument that since a duly constituted committee of IoCL,
after proper scrutiny, had issued the LoA to the petitioner firm, the same could
not have been cancelled in a review by the committee, as the committee, after
its decision to issue the LoA and thereafter, issuance of the LoA to the petitioner
firm has become functus officio, referred to the case of Megindia Medical
Supplier vs. State of Meghalaya and others [in W.P.(C) No. 133 of
2024], decided by the Meghalaya High Court on 20.05.2024. In that
connection, he has also referred to the case of Bharat Cuisine Services Institute
and Another vs. State of H.P. and others, reported in 2024 SCC OnLine HP 8.

20. In support of his submission that the condition of submission of certificate
of Registration of Partnership Deed from the Registrar of Firms is an essential
condition but not a mandatory condition, has referred to the case of Poddar
Steel Corporation vs. Ganesh Engineering Works and Others , reported
in (1991) 3 SCC 273.

21. The learned Senior Counsel, has referred to the case of G.D. Anakal vs.
Union of India and Others [in Writ Petition No. 202116/2021 (GM-
TEN)], decided by the Karnataka High Court on 17.12.2021, to support his
argument that the object of the NIT has been met when the petitioner firm had
submitted the Partnership Deed, which contains all details about the partners,
and thereafter, procurement of the Certificate of Registration of the Partnership
Deed from the Registrar of Firms.

22. On the other hand, Mr. M. Sarma, the learned Standing Counsel, IoCL,
Page No.# 21/47

submits that the instant writ petition is wholly misconceived, as the speaking
order dated 05.01.2026 passed by the IoCL provided the detailed reasoning for
cancellation of the LoA issued to the petitioner No. 1 after consideration of the
entire matter. He submits that speaking order was passed keeping in mind that
under the concerned NIT, several hundreds of bidders participated and work
orders were issued in each case, upon only on strict fulfilment of NIT conditions.
He submits that the eligibility criteria, terms, responsibility of bidders, nature of
documents to be submitted by bidders, etc., are prescribed in the concerned
NIT are clear, expressed and unequivocal. He submits that NIT mandates that if
a partnership firm participates in the bidding process, the same has to be
registered. The term "Registered" used in Clause 2 of the NIT does not mean
that partnership firm should be constituted under a registered
agreement/document before the Sub-Registrar under the Registration Act, 1908.
He submits that the term "Registered", as used in Clause 2 of the NIT, in fact,
connotes and means that partnership firm should be registered with the
Registrar of Firms. He submits that if a partnership firm claims to be registered,
the registration process should stand concluded on the closing date of the
tender and the bidder is required to furnish a copy of the Registration Certificate
along with its bid. He submits that in the instant case, admittedly, the petitioner
No. 1 was neither registered as a partnership firm nor applied for registration
prior to the submission of its bid. Therefore, the LoA issued to the petitioner No.
1 was subsequently withdrawn, as the bid of the petitioner No. 1 did not fulfil
the mandatory conditions of the NIT.

23. Learned Standing Counsel submits that once a bidder participates in a
particular category, then such bidder has to mandatorily fulfil all the eligibility
requirements for the category. In the instant case, the petitioner No. 1
Page No.# 22/47

participated as a Registered Partnership Firm, but it failed to submit the basic
document, i.e., the Certificate of Registration from the Registrar of Firms and
thereby, failed to submit the basic document for its participation in the bid.
Therefore, on discovery of non-submission of the basic document of registration
of partnership, the withdrawal of LoA issued to the petitioner No. 1 cannot be
legally questioned by the petitioners. He submits that the petitioners, being
responsible businessmen, are expected to be well versed with the terms and
conditions of the NIT and in spite of being in such a position, they could not
submit the required Registration Certificate within the stipulated time i.e. on the
closing date of the tender. Therefore, the petitioners do not have any right or
legality to question the cancellation of the LoA, which is a conditional LoA issued
to the petitioner No. 1.

24. Mr. Sarma submits that it is true that the LoA was issued due to an
administrative oversight, however, the same cannot create a right, much less a
vested right upon the petitioners to seek allotment of work/issuance of work
order. He submits that the petitioners, not having fulfilled the requirements
under Clause 2 and (iv) of Chapter-3 of the NIT, are not entitled to be issued
any work order. He submits that, therefore, the IoCL is justified by cancelling
the LoA, after detection of the mistake committed by the authorities of IoCL.

25. Mr. Sarma submits that NIT categorically provides that unregistered
partnership firms, as on closing date of tender i.e. on 12.05.2025, will be
rejected. He submits that, however, an exception was provided for the bidders
in the nature of Partnership Firms, who have applied for registration and are
awaiting such registration at the time of applying under the NIT. However, there
is a requirement to furnish the necessary acknowledgment slip and proof of
deposition of requisite fee of registration of such firm to the authority by such
Page No.# 23/47

bidders. He submits that in the instant case, the petitioners, in spite of having
knowledge of the requirement of such mandatory requirement, did not apply for
registration of its Partnership Firm before the Registrar of Firms, as no such
acknowledgment slip and proof of deposition of requisite fee for registration of
their firm were submitted to the IoCL authorities by the petitioners.

26. He submits that the LoA dated 16.09.2025 issued in favor of the petitioner
No. 1 was conditional upon that the petitioners fulfilling the terms laid down in
the NIT dated 13.02.2025 in all respects. He submits that the petitioners
furnished the Registered Partnership Firm along with a certificate dated
30.04.2025 from the Sub-Registrar in its reply dated 15.06.2025, instead of the
Registration Certificate from Registrar of Firms or an acknowledgment slip for
application for such registration. Therefore, the petitioner firm has clearly failed
in complying with the terms of Chapter-3 of the tender document. In view of
aforesaid failure, he submits that the petitioners, being not eligible to be
qualified, has not been issued the work order, though the LoA was issued to
them by the IoCL in mistake of treating the registration before the Sub-Registrar
as the Registration Certificate under the Registrar of Firms. He submits that only
because no issue was raised about submission of Registration of Partnership
Deed before the issuance of the LoA dated 16.09.2025, the IoCL is not estopped
to agitate the same issue at a subsequent point of time, to conform with the
requirements laid down in the NIT dated 13.02.2025. He submits that the LoA
dated 16.09.2025 is a document which is contingent upon fulfilment of the
terms of the NIT and since the petitioner No. 1 has not fulfilled the required
mandatory terms and conditions i.e. the submission of a Certificate of
Registration of Partnership Deed under the Registrar of Firms, the petitioners
cannot agitate later on their cancellation of the LoA.
Page No.# 24/47

27. He submits that the tender process under the concerned NIT has been
concluded and respondent No. 2 has already issued work orders to various
individuals/entities against total number of allotments/vehicles
available/required. He submits that successful bidders have already commenced
operation under the said NIT, and therefore, the petitioners at this stage cannot
question the terms of the said NIT and/or decision-making process as any
order/orders passed by this Hon'ble Court will unsettle and disrupt the
transportation of LPG, which is an essential commodity.

28. In view of the aforesaid submissions, learned Standing Counsel for the
respondent authorities submits that the instant writ petition is totally
misconceived and therefore, liable to be rejected with costs.

29. In support of his submissions, the learned Standing Counsel has referred to
and relied on the following cases:

i. Maharshi Dayanand University & Another vs. Anand
Co-operative Society L/C and Another, reported in (2007) 5
SCC 294;

ii. State of Madhya Pradesh and Another vs. Gobardhan
Dass Kailash Nath, reported in (1973) 1 SCC 668;

iii. Dresser Rand S.A. vs. Bindal Agro Chem Limited and
Others, reported in (2006) 1 SCC 751;

iv. Ramana Dayaram Shetty vs. International Airport
Authority of India and others, reported in (1979) 3 SCC
489;

v. Meerut Development Authority v. Association of
Management Studies and Another, reported in (2009) 6 SCC
Page No.# 25/47

171.

30. Heard Mr. D. Das, learned Senior Counsel assisted by Mr. C. Garg, learned
counsel for the petitioners in both the writ petitions. Also heard Mr. M. Sarma,
learned Standing Counsel for respondent Nos. 2 to 6 as well as Ms. M. Das,
learned counsel appearing on behalf of Mr. S.K. Medhi, learned CGC.

31. Though the facts of both the cases have been narrated above, certain
important dates along with the facts which may be relevant for adjudication of
the writ petitions are summarized hereinafter.

i. The IoCL issued an NIT on 13.02.2025 inviting bids from
prospective bidders under the work name of "Bulk LPG
Transportation Contract by Road for the State of Assam and
Meghalaya" for transportation of LPG from various locations to its
destinations all over Assam and Meghalaya.

ii. The petitioner No. 1, in terms of the aforesaid NIT, submitted
its bid for consideration of IoCL. However, on 14.06.2025, the
petitioner No. 1 received a communication from IoCL wherein, it has
been stated that the petitioners failed to submit the below-
mentioned document as per the tender terms and conditions and
therefore requested to submit the same within the due date and
time mentioned in the e-Tender portal. Under the caption "Queries",
the following was mentioned amongst others:

"3. Copy of Registration Certificate from Registrar of Firms to
establish the Registered Partnership Firm enclosing all
annexures wherein names of all the partners of the said
partnership firm are mentioned to be submitted."
Page No.# 26/47

iii. In view of the aforesaid letter dated 14.06.2025, the
petitioners furnished an affidavit on a Notarized Stamp Paper dated
14.06.2025 along with the Registered Partnership Deed of the
petitioner No. 1 dated 03.10.2024 registered before the Sub-
Registrar, Kamrup (M), Assam.

iv. After following due process, the IoCL issued LoA on
16.09.2025 to the petitioner No. 1 without raising any objection
about non- submission of Registration Certificate issued by the
Registrar of Firms by the petitioners.

v. Since after issuance of the LoA, no work order was issued, the
petitioners issued a letter dated 12.11.2025 to IoCL seeking a
response as to when the work order would be issued. It was also
mentioned in the aforesaid letter dated 12.11.2025 that the
petitioners have duly applied for Registration of the Partnership Firm
before the Registrar of Firms and Society and the Registration
Certificate dated 27.10.2025 has also been issued.

vi. However, since no response was received from the IoCL, the
petitioners approached this Court by filing WP(C) No. 6702/2025 and
WP(C) No. 6703/2025 (petitioners in WP(C) No. 450 of 2026) which
were disposed of by the Hon'ble Gauhati High Court vide orders
dated 26.11.2025 directing the IoCL to consider the letters dated
12.11.2025 in accordance with law within a period of 15 days and
further granted liberties to the petitioners to approach this Hon'ble
Court again if they are dissatisfied with the decision of the IoCL.

vii. A personal hearing was granted to the petitioners on
Page No.# 27/47

10.11.2025 and the petitioners filed their written arguments before
the IoCL on 11.12.2025. After taking into account the personal
hearing as well as the written submissions of the petitioner No. 1 (in
both the writ petitions), the IoCL on 05.01.2026 passed a reasoned
order wherein the IoCL took a decision and proceeded to withdraw
the LoA on the premise that having a valid registration certificate
from the Registrar of Firms is a mandatory pre-qualification criteria
under Clause 2 and Clause (iv) of Chapter-3 of the tender
documents and since the petitioners failed to submit the same, the
LoA has to be cancelled.

viii. The petitioners being aggrieved by the aforesaid decision have
filed the instant writ petition before this Court.

32. Clause 2 and (iv) of Chapter-3 being the relevant provisions of the NIT for
adjudication of the instant writ petitions, the same are quoted herein below:

"2. BIDDERS:

Offers may be submitted by:

i. Proprietorship firms/Individuals/HUF who are Indian
citizen, who have attained the age of majority or

ii. Registered Partnership firm (Registered with Registrar
of Firms/Ministry of Corporate Affairs consisting of Indian
Citizens); or

iii. Registered Co-operative society of which all the
members are Indian Citizens; or

iv. Company duly registered under hte Companies Act,
1956 and its amendments provided they comply with the
Page No.# 28/47

condition contained hereinafter.

The above constitution of bidders should be valid as on closing
date of Tender, un-Registered Partnership firm/Co-operative
Societies/Company as on closing date of Tender will be
rejected.

3. OTHER MANDATORY DOCUMETNS TO BE SUBMITTED BY
THE BIDDERS PARTICIPATING IN THE TENDER.

For details of Other Mandatory documents, please refer to Part-
B of the technical Bid.

Some salient points are mentioned below:

(iv) Copy of registration certificate from Registrar of Firm to
establish the registered partnership firm enclosing all
annexures wherein names of all the partners of the said
partnership firm are mentioned or Certificate of Incorporation
(wherever applicable). Bidders who have applied and are
waiting for registration certificate have to furnish the necessary
acknowledgement slip and proof of deposition of requisite fees
to the authority."

33. A plain reading of aforesaid two Clauses provides that, to be qualified as a
bidder as a partnership firm, the partnership firm has to be Registered
Partnership firm with Registrar of Firms. However, Clause 3 (iv) provides that
bidders who have applied for Registration and are awaiting for Registration
Certificates are required to furnish necessary acknowledgment slips and proof of
depositions of requisite fees to the authority, are required to be submitted.
Page No.# 29/47

34. Admittedly in the instant case, the petitioners did not submit any certificate
of Registered Partnership Firm from the Registrar of Firms before or on the
closing date of the Tender. It is also seen that the respondent authorities,
namely IoCL, realizing that the petitioners have not submitted the Registration
Certificate from Registrar of Firms, issued a letter on 14.06.2025 requesting the
petitioners to submit the copy of Registration Certificate from the Registrar of
Firms to establish the Registered Partnership Firm enclosing all annexures
wherein names of all the partners of the same partnership firm are to be
mentioned. It is also not disputed that the petitioners furnished an affidavit on a
Notarized Stamp Paper dated 14.06.2025 along with the Registered Partnership
Deed of the petitioner No. 1 dated 03.10.2025 registered before the Sub-
Registrar, Sadar Registration Office, Kamrup Metro, Assam. Therefore, this fact
is clear that the petitioners failed to submit the required Registration Certificate
from the Registrar of Firms in proof of their partnership firm registered before
the Registrar of Firms.

35. However, on 16.09.2025, LoA was issued to the petitioner No. 1 with the
following advices:

1. To furnish required security deposit of Rupees 2 Lakh within
15 days of issue of this LoA and execute agreement as per tender
terms and conditions.

2. Physically place all ready build TTs at the location for physical
inspection with all licenses/documents for original verification
within 30 days from the date of LOA.

3. Execute standard agreement within 30 days from the date of
LoA.
Page No.# 30/47

4. To submit documents/declarations/deposits, as per tender,
completed in all respect to other office at the at the given
addresses.

The followings are also mentioned to be noted in the aforesaid
LoA:

(a) The contract will be guided by all terms and conditions of the
tender and other documents furnished and related
correspondence during tendering process/period.

(b) Formal work order shall be issued from the above office after
physical verification of TTs at location and on submission of the
required documents.

(d) All terms and conditions stipulated in the tender notice,
special terms and conditions, additional instructions, special
tender conditions, declarations, agreement and other documents
furnished with the tender and related correspondence shall form
part of the contract.

(e) In case of trucks are offered under agreement to sell (ATS)
complete, the transporter shall conclude the sale of the above
mentioned truck(s) including re-registration, statutory license and
other approvals necessary and applicable as per tender and
submit the same within 4 months of the issuance of the LoA.

(f) The instant LoA is subject to outcome of WP 5667/2025 titled
M/s. K.S. Roadlines and others vs. Indian Oil Corporation and
Page No.# 31/47

others pending before the High Court of Delhi, at New Delhi.

(g) All future correspondences must be done with the same office
as mentioned above.

(h) Kindly acknowledge the receipt of this letter.

36. From the above LoA, it is seen that after the issuance of the LoA, certain
conditions have to be fulfilled by the petitioner No. 1. It was specifically
mentioned that after the issuance of the LoA and furnishing of required security
deposit as mentioned and physical verification of all ready build TTs and
inspection of all licenses and documents within 30 days of the issue of the LoA,
standard agreement is to be signed within 30 working days from the date of
issuance of LoA.

37. A plain reading of the LoA reveals that LoA is a conditional LoA as certain
subsequent conditions have to be fulfilled before the LoA can be signed.

38. It is seen from the aforesaid facts that though the LoA was issued, no work
order was issued to the petitioner No. 1 within the stipulated time of 30 days
and no communication in that regard was also made by the IoCL authorities to
the petitioners and being faced with the situation, the petitioner No. 1 had
written a letter to the IoCL authorities, dated 12.11.2025, inquiring about the
issuance of the work order after issuance of the LoA to the petitioner No. 1.
However, since no response was received, the petitioners had to approach this
Court by filing WP(C) No. 6702/2025 and WP(C) No. 6703/2025, which were
disposed of with a direction to consider the letter dated 12.11.2025 of the
petitioners with a direction to pass a speaking order within 15 days of the
passing of the order dated 26.11.2025. In terms of the aforesaid direction, the
impugned speaking order dated 05.01.2026 was passed by the Chief General
Page No.# 32/47

Manager (LPG), IOCL.

39. In the impugned speaking order, the respondent authorities had mentioned
that Clause (iv) of Chapter-3, which provides "other mandatory documents to
be submitted by the bidders participating in the tender" of the tender
document stipulates that copy of Registration Certificate from Registrar of Firms
to establish the Registered Partnership Firm enclosing all annexures wherein
names of all partners of the same partnership firm are mentioned or Certificate
of Incorporation (wherever applicable) is a mandatory condition. It is also
mentioned that the bidders who have applied and are awaiting for Registration
Certificates have to furnish the necessary acknowledgment slips and proof of
deposition of requisite fees to the authority.

40. It was mentioned that in spite of the query made by the IoCL authorities
on 14.06.2025, the petitioner No. 1 has submitted only an affidavit in support of
Registration Certificate, a Registrar Partnership Deed being executed by before
the Sub-Register, out by partnership deed number 2025/IGRO15/4/964 which
was signed by the partners of M/s Swati Logistics, the petitioner No. 1. It was
also mentioned that the petitioner No. 1 had newly applied for registration of
partnership before the Registrar Firms and Societies for Registration of
Certificate. A proof of such application was also attached with the said
representation. It was mentioned that petitioner No. 1 was fully aware that they
are falling short of the tender requirements of mandatory terms and conditions
of possessing the Registration Certificate from Registrar of Firm. However, they
did not make any effort to submit the aforesaid Certificate of Registration on or
before the closing date of the tender.

41. A specific stand has been taken by the IoCL authorities in the speaking
Page No.# 33/47

order that the requirement of having Registration Certificate was really pointed
out as early as 14.06.2025, however, there has been a confusion caused by the
production of the Registered Deed of Partnership accompanying the application
of Partnership, creating a reasonable confusion for being a document reflecting
on the registration of firm, especially as the scrutiny committee/team does not
essentially consist of people with legal background with such knowledge. The
chain of events and conduct indicates that it cannot be construed that IoCL was
inclined to waive the essential tender condition of registration certificate from
the Registrar of Firms. In view of the aforesaid finding, it was intimate to the
petitioner No. 1 that the bid of M/s Swati Logistics cannot be considered
favourable as it has fallen short of compliance with pre-qualification condition on
the requirement of Registration Certificate being issued by the Registrar of
Firms. Consequently, as the work order has not been issued to M/s Swati
Logistics (Petitioner No. 1), given that the deed of partnership of Sub-Regsitrar
cannot be equated with a Registered Partnership Firm, therefore, M/s Swati
Logistics cannot be said to be a Registered Partnership Firm as on the date of
bid submission and hence, M/s Swati Logistics is not qualified under this tender
and accordingly, the LoA dated 16.09.2025 stands withdrawn.

42. Now the question comes whether the LoA issued to the petitioner no. 1
can be termed as a concluded contract and therefore, the same cannot be
cancelled by the respondent authorities. The learned Senior Counsel for the
petitioners has submitted that since an LoA has been issued and in the instant
case, nothing remained other than verification of the TTs and documents
relating thereto and thereafter, signing of the contract, the LoA itself can be
termed as a concluded contract and therefore, the cancellation of LoA and non-
issuance of work order cannot be sustained. In support of his submissions, the
Page No.# 34/47

learned Senior Counsel has referred to the case of M/s D. G. Raj Highway
Service (supra). A careful reading of the aforesaid case, it is found that his
reliance of the case in respect to the instant LoA is misplaced as the facts and
contents of the LoA of the aforementioned case are different.

43. It is well settled that all the LoAs cannot be said to be concluded contracts,
where some of the LoAs may indicate the intention of the employer for a
concluded contract, but in some of the LoAs, it may not be the same, due to the
fact that there are certain conditions subsequent to the LoA which are required
to be fulfilled by the bidder. In the instant case, it is seen that though the LoA
was issued, neither the work order was issued nor the contract agreement was
executed between the IoCL and the petitioner No. 1. In the instant case in
hand, the LoA stipulates that standard agreement to be executed within 30 days
of the date of LoA. It also stipulates that certain documents, declarations and
deposits as per the tender shall be completed in all respects for execution of the
standard agreement. It is also seen that the physical verification of the ready
built TTs at the location for physical inspection with all licenses, documents for
original verification were yet to be done and those verifications and inspections
are subsequent conditions of the LoA. Therefore, if those conditions are not met
by the bidder, a standard agreement cannot be executed. It is also stated that
all terms and conditions stipulated in the tender notice, special terms and
conditions, additional instructions, special conditions, declarations, agreement
and other documents furnished with the tender and limited correspondences
shall form part of the contract. Therefore, any non-compliance which is in the
nature of mandatory requirement cannot be deviated by a bidder and a contract
cannot be executed with such deviations as in the instant case, due to non-
compliance of submission of the Registration Certificate from the Registrar of
Page No.# 35/47

Firms.

44. As far as the issue of conclusion of the contract is concerned, and whether
in the instant case, the LoA that has been issued to the petitioner No. 1 could
be termed as a concluded contract, the case of PSA Mumbai Investments
PTE Limited vs. Board of Trustees of the Jawaharlal Nehru Port
Trust & Anr., reported in (2018) 10 SCC 525, can be referred. Paragraphs 12,
13, and 14 of the aforesaid case being relevant are extracted herein below:

"12. On a conjoint reading of the aforesaid clauses, a few things become
clear -

(i) first and foremost a Disclaimer at the forefront of the RFP
makes it clear that there is only a bid process that is going
on between the parties and that there is no concluded
contract between the same,

(ii) it is equally clear that such bid process would subsume a
Letter of Award to be issued by the Respondent No.1 with
two further steps under the schedule to be gone into before
the draft Concession Agreement finally becomes an
agreement between Respondent No.1 and the Special
Purpose Vehicle that is constituted by the Consortium for this
purpose,

(iii) that through out the stage of the bid process, the forum for
dispute resolution is exclusively with the Courts at Mumbai
and

(iv) that right uptil the stage of the entering into the Concession
Agreement, the bid process may be annulled without giving
any reason whatsoever by the Respondent No.1

13. In addition, it may also be pointed out, on a reading of the Letter of
Award itself dated 26.09.2011, as acknowledged by the appellant, that:
Page No.# 36/47

"3. You are required to incorporate a Special Purpose Vehicle solely
for the purpose of implementing the project (the 'Concessionarie")
as per Clause 2.2.6 of RFQ document.

4. As per Clause 2.20.5 of RFP document, your Bid Security shall
remain in force and effect till the Concessionarie furnishes the
Performance Guarantee of a sum equal to Rs.3350 million (Rupees
Three Thousand Three Hundred Fifty million), not later than 90
days from the date of signing of the Concession Agreement.

6. Please note that the Concession Agreement is expected to be
signed within 30 days of the issue of this Letter of Award." This
would show that even after the Letter of Award, a Special Purpose
Vehicle solely for the purpose of implementing the project would
have to be set up, and that this Special Purpose Vehicle would be
called the Concessionarie. Further, the bid security given by the
appellant shall remain in force till the Special Purpose Vehicle
furnishes the Performance Guarantee for a sum equal to Rs. 3350
million, and that the Concession Agreement is expected to be
signed within 30 days of the issue of this Letter of Award.

14. Under Section 7 of the Indian Contract Act, 1872 in order to convert
a proposal into a promise, the acceptance must be absolute and
unqualified. It is clear on the facts of this case that there is no absolute
and unqualified acceptance by the Letter of Award - two or three very
important steps have to be undergone before there could be said to be an
agreement which would be enforceable in law as a contract between the
parties."

45. From the aforesaid paragraphs, it is clear that for the LoA to become a
concluded contract, the LoA must be absolute and unqualified.

46. In the instant case, the central question that falls for determination is
whether, in the facts of the case and due to the issuance of the LOA, a
Page No.# 37/47

concluded contract has been made between the parties or not. It is well-settled
that a tender notice is merely an invitation to offer. The bid submitted by a
bidder constitutes an offer and the acceptance thereof by the authority may
result in a binding contract, provided such acceptance is absolute and
unbonafide. As referred to in the aforesaid case of PSA Mumbai Investments
PTE Limited (supra) Section 7 of the Indian Contract Act, 1872 mandates
that in order to convert a proposal into a promise, the acceptance must be
absolute and unqualified. If the acceptance is conditional or subject to
fulfillment of specified stipulations, a contract remains inconclusive until such
conditions are satisfied.

47. In the instant case, though the LoA was issued to the petitioners, that
cannot be read in isolation. It provided that certain conditions are required to be
fulfilled, such as to furnish required security deposit of Rs.2,00,000/- within 15
days from the date of issue of the LoA, physical verification of the TTs and
physical inspection of all licenses/documents within 30 days from the issue of
the LoA, execution of standard agreement within 30 days from the LOA, and
submission of documents/declaration/ deposits as per tender completed in all
respects before the execution of the agreement. From the LoA, it is also seen
that the LoA has been issued subject to the outcome of W.P. 5667/2025, titled
M/s K.S. Rodlines & Ors. v. Indian Oil Corporation & Ors., pending before the
High Court of Delhi at New Delhi. The aforesaid conditions mentioned in the LoA
clearly show the intention of the IoCL authorities to accept the offer of
petitioner No. 1 only when the aforesaid conditions, which are to be complied
with subsequent to the LOA, are fulfilled. Therefore, it is very clear that the LoA
in the instant case, which was issued on 16.09.2025 to petitioner No. 1, is a
conditional one and not an absolute acceptance of the offer of petitioner No. 1.
Page No.# 38/47

In view of the aforesaid, it is the opinion of this Court that the LOA in question,
issued on 16.09.2025, cannot be termed as a concluded contract due to the
facts and reasons mentioned above.

48. Now, coming to the question of whether the submission of certificate of
Registration of Partnership Deed from the Registrar of Firms is a mandatory
condition or an ancillary condition, reference is required to be made to the
definition of bidders. In the instant NIT, the "Bidders" have been specifically
defined, wherein under Clause 2 (ii), it is provided that a Registered Partnership
Firm (registered with Registrar of Firms / Ministry of Corporate Affairs consisting
of Indian citizens) can be a bidder. It is specifically mentioned that the
constitution of bidders should be valid as on the closing date of tender. It is also
mentioned that unregistered partnership firms/cooperative societies/companies
as on the closing date of tender will be rejected. This is a primary condition
which is required to be fulfilled to be a bidder or a qualified bidder in the instant
NIT. It makes it clear that an Un-Registered Partnership Firm is not qualified to
be a bidder under the definition of "Bidder". However, Chapter-3 with the
heading "Other mandatory documents to be submitted by the bidders
participating in the tender" shows that certain documents are mandatorily
required to be submitted, which are described in detail under Chapter-3. Sub-
clause (iv) of Chapter-3 facilitates certain bidders who do not possess the
Registration Certificate from the Registrar of Firms on the date of submission of
the bid. It provided that a copy of Registration Certificate from Registrar of
Firms to establish the Registered Partnership Firm, enclosing all annexures
wherein names of all partners of the said partnership firm are mentioned or
certificate of incorporation whichever applicable is required. It also provided that
bidders who have applied and are awaiting Registration Certificate have to
Page No.# 39/47

furnish the necessary acknowledgment slip and proof of deposition of requisite
fees to the authority. This means that a bidder who is not in possession of the
concerned Registration Certificate from the Registrar of Firms at the time of
submission of the bid, can submit the necessary acknowledgment slip and proof
of deposition of requisite fees to the authority i.e., in the instant case, the
Registrar of Firms, to show that though the registration certificate is not
available at the time of submission of the bid, the same shall be provided
subsequently. It is seen that no timeline has been given for submission of the
registration certificate after procurement of the same. However, a conjoint
reading of Clause 2 with Clause (iv) of Chapter-3 makes it clear that the same
actually is required to be submitted on or before the closing date of tender. This
is due to the fact that Clause 2 makes it very specific that unregistered
partnership firms as on closing date of tender will be rejected. Therefore, the
natural corollary is that in the event of non-submission of the Registration
Certificate from the Registrar of Firms, though they have submitted the
acknowledgment and deposition of requisite fees as a proof of their application
for registration before the Registrar of Firms, the bid is liable to be rejected as
not qualified as a "Bidder".

49. In view of the aforesaid discussions, this Court is of the considered view
that by the aforesaid Clause 2 and Clause (iv) of Chapter-3 of the NIT have
mandated that only a Registered Partnership Firm under the Registrar of Firms
can be a "Bidder".

50. In this context, it is also important to take into consideration the fact that it
is a settled law that a contract is a commercial transaction and the authority
who issues the tender documents are the best person to interpret and provide
for the conditions which are necessary for its purpose. The issuer being the
Page No.# 40/47

author of the tender document is the best person, conversant with the terms
and conditions that have been authored as per the need of the issuer to say and
provide the meaning of the terms and conditions authorized by it. It is a settled
law that judicial reviews in such contracts are very limited.

51. In the instant contract in hand, as seen from the facts that though the LoA
was issued by the respondent IoCL, the same was canceled after detecting the
fact that the petitioner No. 1 did not submit the required Registration Certificate
of Partnership deed from the Registrar of Firms. It is a contention of IoCL the
that in spite of having knowledge of the condition of requirement of the
aforesaid Registration Certificate and even after requisition for the same vide its
letter dated 14.06.2025, the petitioners did not submit the valid Certificate of
Registration, rather, they submitted a Registered Partnership Deed from the
Sub-Registrar, Kamrup (M), Government of Assam.

52. The respondent IoCL has contended in its affidavit-in-opposition that the
LoA was issued due to the fact that the scrutiny committee mistaken the
registration under Sub-Registrar to be the Registration Certificate under
Registrar of Firms. So, accordingly, in their speaking order dated 05.01.2026,
they have mentioned those facts and thereby rectified their mistake and
cancelled the LoA as they termed the condition under Clause 2 read with
Chapter-3 (iv) as a mandatory condition.

53. In so far as judicial review of the terms and conditions of the contract is
concerned, the Hon'ble Supreme Court in catena of cases has cautioned that
unnecessary interference and interpretation of contractual terms in judicial
review by Courts should not be allowed. In this connection, the case of Silppi
Constructions Contractors vs. Union of India , reported in (2019) SCC
Page No.# 41/47

OnLine SC 1133 can be referred to, wherein the Hon'ble Supreme Court held as
follows:

"20. The essence of law laid down in the judgments referred to
above is the exercise of restraint and caution; the need for
overwhelming public interest to justify judicial intervention in
matters of contract involving state instrumentalities; the courts
should give way to the opinion of the experts unless the decision is
totally arbitrary or unreasonable; the court does not sit like a court
of appeal over the appropriate authority; the court must realize that
the authority floating the tender is the best judge of its requirements
and therefore, the court's interference should be minimal. The
authority which floats the contract or tender, and has authored the
tender documents is the best judge as to how the documents have
to be interpreted. If two interpretations are possible, then
interpretation of the author must be accepted. The courts will only
interfere to prevent arbitrariness, irrationality, bias, mala fides or
perversity. With this approach in mind, we shall deal with the
present case."

54. In the case of Michigan Rubber (India) Limited vs. State of
Karnataka, reported in (2012) 8 SCC 216, the Hon'ble Apex Court observed
as follows:

"(a) The basic requirement of Article 14 is fairness in action by the
State, and non-arbitrariness in essence and substance is the
heartbeat of fair play. These actions are amenable to judicial review
only to the extent that State must act validly for a discernible reason
and not whimsically for any ulterior purpose. If the State acts within
the bounds of reasonableness, it would be legitimate to take into
consideration the national priorities;
Page No.# 42/47

.....

(d) Certain preconditions or qualifications for tenders have to be laid
down to ensure that contractor has the capacity and the resources
to successfully execute the work; and

(e) If the State or its instrumentalities act reasonably, fairly and in
public interest in awarding contract, here again, interference by
court is very restrictive since no person can claim a fundamental
right to carry on business with the Government.”

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