Judgment :- K.A.Swami, C.J. This writ appeal is preferred against the order dated 13th March, 1992 passed by the learned single Judge in W.P. No.4865 of 1989. Learned single Judge has dismissed the writ petition. Hence, the petitioner in the writ petition has come up in this appeal. 2. In the writ petition, the petitioner sought for quashing the G O.Ms. No.130, Information and Tourism (Tourism VI) Department, dated 30th March, 1989 passed by the 1st respondent - the Government of Tamil Nadu. .3. Learned single Judge has dismissed the writ petition on the grounds that the petitioner as per the agreement has an alternative remedy of arbitration, that the writ petition is not maintainable as the petitioner is foreigner and not an Indian citizen, that the action of the State Government in passing G.O.Ms. No. 130, dated 30th March, 1989 is not arbitrary, that the rule of promissory estoppel cannot apply, as no promise was made on the basis of which the peti- tioner can be said to have altered his position to his disadvantage, that the Government Order 130, dated 30th March, 1989 has been approved by the Board of Directors of the 3rd respondent-company. Accordingly, learned single Judge has dismissed the writ petition. .4. This writ appeal on an earlier occasion was decided by a Division Bench of this Court on 30.3.1992. Learned Judges constituting the Division Bench were of the view that the writ petition preferred by the appellant was not maintainable, that G.O.Ms. No.130, dated 30th March, 1989 was approved by the resolution of the Board of Directors of the 3rd respondent-company, that until and unless that resolution was set aside by the process known to law, the appellant was not entitled to sustain his attack on the Government Order. The Division Bench also further held that the learned single Judge was correct in holding that the appellant had got interest to the extent of 25% in the 3rd respondent-company and in view of this, learned Judges opined that there was no case for interference with the order passed by the learned single Judge. The Division Bench also further held that the learned single Judge was correct in holding that the appellant had got interest to the extent of 25% in the 3rd respondent-company and in view of this, learned Judges opined that there was no case for interference with the order passed by the learned single Judge. However, the Division Bench made the following observations: ."We, however, make it clear that in case the appellant resorts to the other process known to law for the purpose of deleting the resolution, whatever has been said on the other points in the order of the learned single Judge shall not be counted against the appellant and the endeavour of the appellant to delete the resolution shall be examined on the strength of its own merits". 5. Being aggrieved by the aforesaid order, the appellant moved the Supreme Court in Civil Appeal No.5277 of 1992. The Supreme Court by the order dated 3rd December, 1992 allowed the appeal and remitted the appeal to this Court with a direction, to decide the appeal on merits and in accordance with law. The said order reads thus: "We have heard Sri Chidambaram, for the appellant and Sri Harish Salve and Sri Sitharaman for the respondents. Leave granted. 2. The Division Bench of the High Court in the appeal before it, has proceeded on the basis that the subject matter was not amenable to judicial review as the Government Order has the subse-quent approval of the resolution of the Board of Directors of the Company. We are afraid, the question yet remained unresolved whether the latter was the consequence of the former. The true position, appears to be that the two are so inextricably inter-twined. 3. With due respect to the High Court, we do not agree that the matter did not have adjudication disposition in judicial review. We are of the opinion that the Division Bench should go into the merits of the matter and dispose of the appeal. We request the High Court to do so. 4. Accordingly, this civil appeal is allowed, the order dated 30th March, 1992 in Appeal No.341 of 1992 set aside and the appeal-is remitted to the Division Bench for disposal on the merits in accordance with law. We request the High Court to do so. 4. Accordingly, this civil appeal is allowed, the order dated 30th March, 1992 in Appeal No.341 of 1992 set aside and the appeal-is remitted to the Division Bench for disposal on the merits in accordance with law. There will be no order as to costs." As a result of the order of the Supreme Court, rightly, learned counsel appearing for the respondents have not raised the point of maintainability of the writ petition. Both the sides have argued the writ appeal on merits. The Supreme Court has pointed out in the aforesaid order that the subject-matter of the writ petition is amenable to judicial review, eventhough the Government Order has been subsequently approved by the resolution of the Board of Directors of the 3rd respondent-company, that the question yet remains to be resolved, whether the resolution of the Board of Directors is the consequence of the order of the State Government. Further, it has been pointed out in the very same order that the true position is that the two are so inextricably inter-twined. It has also been further held that the High Court is not correct in holding that the matter does not have adjudicative disposition in judicial review. Therefore, the High Court has been directed to decide the appeal on merits. 6. We have heard both sides on the merits of the case. Having regard to the contentions urged on both sides, the point that arises for consideration is as to whether G.O.Ms. No.130, Information and Tourism (Tourism VI) Department, dated 30th March, 1989 (hereinafter referred to as G.O.Ms. No. 130) is sustainable in law? 7. It is contended on behalf of the petitioner/ appellant that the impugned Government Order Ms. No.130 suffers from the following infirmities: .(i) that it has been passed without affording an opportunity of either hearing or putting forth the case of the petitioner, therefore it is violative of the principle of natural justice. .(ii) that the impugned order is also arbitrary and suffers from factual and legal errors apparent on the face of the record; and (iii) that the State Government is estopped from cancelling or withdrawing its earlier orders G.O.Ms. No.198, dated 24. 1986 and 474 dated 11. 1986. 8. .(ii) that the impugned order is also arbitrary and suffers from factual and legal errors apparent on the face of the record; and (iii) that the State Government is estopped from cancelling or withdrawing its earlier orders G.O.Ms. No.198, dated 24. 1986 and 474 dated 11. 1986. 8. On the contrary, it is the contention of the respondents that the petitioner was given an opportunity before the impugned order was passed and pursuant to that, he put forth his case in his representation dated 26th December, 1988 as such it is not open to him to make a grievance that the impugned order was issued without affording an opportunity to him to put forth his say in this matter, that as the audit raised an objection regarding the values of the properties to be transferred to the 3rd respondent, that the valuation of the properties of the 2nd respondent was not proper and correct, that the petitioner did not deposit the amount of Rs.50 lacs in four quarters from 1. 1987 to 312. 1987, that the project report was also not submitted in time, that the project was not found to be viable, therefore the State Government after careful consideration of all the aspects and the consequences flowing therefrom was compelled to pass the impugned order, which is well within the power of the State Government, that the rule of promissory estoppel does not apply, because there was no unambiguous or unqualified promise or representation made to the petitioner, therefore, the rule of promissory estoppel is not applicable. 9. However, with regard to the opportunity claimed to have been afforded to the petitioner as a result of the representation dated 212. 1988 said to have been made by the petitioner, it is also contended by learned senior counsel appearing for the petitioner/ appellant that the representation made by the peti-tioner on 212. 1988 was not with reference to the impugned Government Order, it was with reference to the proceedings of the Committee that was constituted for the purpose of finding out the viability of the project, that after the report was submitted by the Committee constituted by the Government by its order dated 12. 1988 was not with reference to the impugned Government Order, it was with reference to the proceedings of the Committee that was constituted for the purpose of finding out the viability of the project, that after the report was submitted by the Committee constituted by the Government by its order dated 12. 1988, neither the report of the Committee was made available, nor any opportunity was afforded to the petitioner to put forth his say to the action proposed to be taken for cancellation of the Government Orders G.O.Ms. No.198, dated 24. 1986 and G.O. No.558, dated 37. 1986. 10. We shall now take up these contentions in seriatim for determination. A reading of the Government Order No.198, dated 24. 1986 would make it clear that the State Government decided in principle to take up certain tourism promotion projects in the joint sector with the participation of private entrepreneurs and in particular to encourage investments by NRIs.,living abroad in the tourism promotion schemes in the State. Pursuant to the policy, the petitioner who was living in Illinois, U.S.A., and certain other NRIs., represented by the petitioner came forward to participate and invest in certain tourism promotion projects. One such project was the development of Beach Resort Complex and Camping Site in question under the joint venture. Paragraph 2 of the Government Order gives details of it, which are as follows: "In pursuance of this policy, Thiru Mohana Rao, Dandamudi, NRI living at No.51, Cambridge Drive, Oak Brook, Illinois, U.S.A., and certain other NRIs represented by him have come forward to parrticipate and invest in certain tourism promotion projects of this State. One of these projects is taking over and upgarding of Beach Resort Complex and Camping-Site now run by the Tamil Nadu Tourism Development Corporation Limited at Mamallapuram to International standards. In order to attract various tour groups including those arriving by chartered flights to Madras and also budget tourists, it has been decided to lake over these units from the Tamil Nadu Tourism Development Corporation Limited by a new company under joint venture for upgrading them to International standards by utilising NRI investments. The upgarded Beach Resort Complex will have 200 bed strength by constructing new A.C. rooms/cottages. Besides improving the landscape, the new unit will have an Amusement Park, open-air theatre, conference hall, gymnasium, video centre and shopping arcade. The upgarded Beach Resort Complex will have 200 bed strength by constructing new A.C. rooms/cottages. Besides improving the landscape, the new unit will have an Amusement Park, open-air theatre, conference hall, gymnasium, video centre and shopping arcade. Similarly, the upgarded camping-site will have bed strength of 150 and also a Youth Centre with Video room, gymnasium, out-door and Bar-Beque cooking facilities and other amenities for the youth." Paragraph 3 contains the proposals made by the State Government regarding the joint venture, which are as follows: "3. The Government after careful consideration approve the. following proposals: (1) The Tamil Nadu Tourism Development Corporation Limited and certain NRIs represented by Thiru Mohana Rao Dandamudi, NRI, living at No.51, Cambridge Drive, Oak Brook, Illinois, U.S.A., would jointly promote a company by the name "Tamil Nadu Tourism International Resorts Limited" and implement this project; .(2) Tamil Nadu Tourism Development Corporation Limited shall transfer the Beach Resort Complex and Camping-site at Mamallapuram to the new company immediately after it is constituted; .(3) Out of the total equity shares of the company, investment in the equity of joint venture shall be as follows: .Tamil Nadu Tourism Development Corporation Ltd., 26% Joint Sector Partner (NRIs represented by Thiru Mohana Rao Dandamudi) 25% Public Issue 49% Till such time, public issues are made, joint sector partners shall invest at 50: 50 ratio; .(4) The value of the property of Tamil Nadu Tourism Development Corporation Limited at Mamallapuram will be transferred to the new Company and will form part of the Tamil Nadu Tourism Development Corporation’s share and excess amount will be treated as loan to the new company at the rate of 12% interest per annum. The value of the property to be so transferred to the new company will be arrived at by the Board of Directors of Tamil Nadu Tourism Development Corporation Limited, while calculating the value, the actual investment made by the Tamil Nadu Tourism Development Corporation Limited, in Beach Resort Complex and Camping-site shall be the basis. .(5) In the joint venture company, Tamil Nadu Tourism Development Corporation Limited, shall be represented by such number of Directors proportionate to the shares contributed. .(5) In the joint venture company, Tamil Nadu Tourism Development Corporation Limited, shall be represented by such number of Directors proportionate to the shares contributed. .(6) The investment of Tamil Nadu Tourism Development Corporation Limited, in the joint venture company shall be made with the prior approval of its Board, subject to the preparation of a detailed project report and confirmation of the viability of the project; .(7) The cost for preparing the detailed project report with plans and estimates shall be borne by the joint sector partners at 50: 50 ratio, and, .(8) The joint venture company shall approach the Reserve Bank of India, Exchange Control Department, Central Office, Bombay on Form, ISD (in duplicate) for permission under Sec.l9(l)(d) of Foreign Exchange Regulation Act, 1973 for issue of shares to Nonresidents of Indian Nationality/ origin or to overseas corporate bodies predominantly owned by such persons along with the following documents: .(a) Certified copy of Memorandum and Articles of Association of the Company; and, .(b) Copy of approval letter from Department of Tourism, Government of India granting necessary permission for setting up the project giving 3, 4, 5 star status. “ Paragraph 3(4) states as to the manner of valuing the property of the Tamil Nadu Tourism Development Corporation Limited to be transferred to the 3rd respondent. It clearly states that while calculating the value, the actual investment made by the Tamil Nadu Tourism Development Corporation Limited in Beach Resort Complex and Camping-site shall be the basis. Paragraph 3(5) states that in the joint venture company, Tamil Nadu Tourism Development Corporation Limited shall be represented by such number of Directors proportionate to the shares contributed. Paragraph 3(6) states that the investment of Tamil Nadu Tourism Development Corporation Limited, in the joint venture company shall be made with the prior approval of its Board, subject to the preparation of a detailed project report and confirmation of the viability of the project. As per paragrph 3(7), the cost of the project shall be borne by the joint sector partners at 50: 50 ratio. As per paragrph 3(7), the cost of the project shall be borne by the joint sector partners at 50: 50 ratio. Paragraph 3(8) states that the joint venture shall have to approach the Reserve Bank of India, Exchange Control Department, Central Office, Bombay on Form ISD (in duplicate) for permission under Sec.l9(l)(d) of Foreign Exchange Regulation Act, 1973 for issue of shares to nonresidents of Indian nationality/origin or to overseas corporate bodies predominantly owned by such persons along with the following documents: .(a) certified copy of Memorandum and Articles of Association of the Company; and .(b) copy of approval letter from Department of Tourism, Government of India, granting necessary permission for setting up the project giving 3,4,5 star status. The Government Order further states that the joint Sector partners of the Project viz., the Tamil Nadu Tourism Development Corporation Ltd., and the NRIs represented by Mohana Rao Dandamudi shall ensure that all efforts are taken expeditiously and to complete the project before the end of May, 1988. The Managing Director of Tamil Nadu Tourism Development Corporation Limited was also requested to send the detailed project report with plans and estimates to the Government for approval. The Managing Director of Tamil Nadu Tourism Development Corporation Limited was also requested to send periodical reports to the Department by 10th of every month indicating the state of the implementation of the project. Thus, the G.O.Ms.198 dated 24. 1986 was the first order that came to be issued by the State Government after due deliberation and also considering all the aspects, the percentage of shares to be held by Tamil Nadu Tourism Development Corporation and the joint sector Corporation and also the public issue. It also specifically stated as to how the properties of Tamil Nadu Tourism Development Corporation transferred to the joint venture should be valued. The properties of Tamil Nadu Tourism Development Corporation were agreed to be given towards the share capital of the Tamil Nadu Tourism Development Corporation in the joint sector venture and any excess amount was required to be treated as loan to the new company with interest at 12% per annum. 11. The properties of Tamil Nadu Tourism Development Corporation were agreed to be given towards the share capital of the Tamil Nadu Tourism Development Corporation in the joint sector venture and any excess amount was required to be treated as loan to the new company with interest at 12% per annum. 11. Pursuant to the aforesaid Government Order, the Director of Tourism and Ex-Officio Commissioner and Secretary to Government and also the Managing Director of Tamil Nadu Tourism Development Corporation wrote a letter dated 28th April, 1986 to the petitioner/ appellant intimating the aforesaid Government Order and also the contribution to be made by the Corporation and other matters. The relevant portion of the said letter reads as follows; ”On behalf of this Department and on behalf of sister departments, I wish to assure that we will do everything possible to make up for the loss of time so far and to put in redoubled efforts to compensate for any loss of time. We share your concern that even though there has been some delay in progressing upto the issue of this Government Order, we shall stick to the final date limit. This will involve close co-ordination between us. As per the Government Order enclosed, the exact figure which will be treated towards 26% contribution by our Corporation will be communicated to you as soon as it is approved by our Board. Actually, the procedure seems to be that, we constitute a committee with your representative, our representative and the Finance Department’s representative to arrive at the figure and the purpose of your calculation and for preparing the project report, I wish to State that the figure will be about Rs. 75’ lakhs as indicated in the records pertaining to the Mamallapuram Beach Resort complex properties and will be minus the depreciation already earned (This seems to be of the order of about Rs.15 Lakhs) and minus the value of any demolitions that may be required. It will be perfectly reasonable to assume on your side that the final starting figure would be around Rs.60 lakhs, from which we will continue to deduct the value of the properties to be demolished as and when we agree on the demolition in the mutual interest of upgrading it to international standards. “ 12. Thereafter, the State Government issued another order being G.O.Rt. No.558, dated 37. 1986. “ 12. Thereafter, the State Government issued another order being G.O.Rt. No.558, dated 37. 1986. This order came to be passed with reference to the earlier order G.O. No.198, dated 24. 1986. In this order, it was specifically stated thus: "In accordance with the orders issued in the G.O. read above, the Tamil Nadu Tourism Development Corporation Limited and certain NRIs. represented by Thiru Mohana Rao Dandamudi would jointly promote a company by the name “ TamilNadu Tourism International Resorts Limited’ for taking over and upgrading the Beach Resort Corapex and Camping Site of Tamil Nadu Tourism Development Corporation Limited at Mamallapuram to International Standards. The value of the property of Tamil Nadu Tourism Development Corporation Limited at Mamallapuram will be transferred to the new company and will form part of the Tamil Nadu Tourism Development Corporation’s share and excess amount will be treated as loan to the new company at the ratio of 12% per annum. The valuation of the property to be so transferred to the new company will be arrived at by the Board of Directors of Tamil Nadu Tourism Development Corporation Limited while calculating the value, the actual investment made by the Tamil Nadu Tourism Development Corporation in Beach Resort Complex and Camping Site shall be the basis” . The second paragraph of the order further stated, “The Board of Directors of Tamil Nadu Tourism Development Corporation Limited in its meeting held on 16. 1986 has agreed to transfer the Beach Resort Complex (Including the Petrol Bunk) for the Camping Site at Mamallapuram to the new company. The Board has also recommended to the Government the constitution of a sub-committee to arrive at the valuation of the property to be so transferred to the new company.” The said order further stated in paragraphs 3 and 4 as follows: “The Government accordingly hereby constituted a sub-committee with the following members to arrive at the valuation of the property to be transferred to the new company in accordance with the G.O. read above: .(1) Chief Engineer (General and Building), Public Works Department (or his representative)... Chairman .(2) Director (BPL), Finance Department ... Member .(3) Chief Accounts Officer, Tamil Nadu Tourism Development Corporation Limited, Madras ... Member The Sub-committee will submit its report to the Managing Director, Tamil Nadu Tourism Development Corporation Limited, Madras. Chairman .(2) Director (BPL), Finance Department ... Member .(3) Chief Accounts Officer, Tamil Nadu Tourism Development Corporation Limited, Madras ... Member The Sub-committee will submit its report to the Managing Director, Tamil Nadu Tourism Development Corporation Limited, Madras. The Managing Director, Tamil Nadu Tourism Development Corporation Limited, is requested to place the valuation report of the Sub-Committee before the Board of Directors of the Tamil Nadu Tourism Development Corporation Limited, for its approval. He is also requested to send the valuation report of the Sub-Committee together with the recommendations of the Board of Directors of Tamil Nadu Tourism Development Corporation Limited, thereon to Government for approval.” Pursuant to the approval of the Board of Directors, a Committee came to be constituted known as Sub Committee to arrive at the valuation of the property to be transferred to the new joint venture company. The Committee consisted of the following members: Chief Engineer (Genera land Building), Public Works Department (or his representative) as Chairman, Director (BPL), Finance Department as Member and Chief Accounts Officer, Tamil Nadu Tourism Development Corporation, as member. The Committee was required to submit its report to the Managing Director of Tamil Nadu Tourism Development Corporation. Accordingly, the Committee went into the matter and submitted a report. On the submission of the report and on consideration of the same the State Government issued G.O-Ms.No.474, dated 3rd November, 1986. It may be relevant to notice that the aforesaid G.O.Ms. No.474 reads the earlier G.O.Ms. No.198, dated 24. 1986, G.O.Rt. No.558, dated 27. 1986 and the Government letter dated 19. 1986 and the report submitted by the Sub Committee constituted for the purpose of valuation. On reading the aforesaid Government Orders and the report and also the letter from the petitioner dated 9. 1986. G.O.Ms. No.474, dated 11. 1986 was issued. In paragraph No. 1 of the order, the ratio of the equity shares of the joint sector partners in the company was determined as follows: Tamil Nadu Tourism Development Corporation Limited ...26% Thiru Mohana Rao Dandamudi and his associates (Joint sector partners) ... 25% Public issue ... 1986. G.O.Ms. No.474, dated 11. 1986 was issued. In paragraph No. 1 of the order, the ratio of the equity shares of the joint sector partners in the company was determined as follows: Tamil Nadu Tourism Development Corporation Limited ...26% Thiru Mohana Rao Dandamudi and his associates (Joint sector partners) ... 25% Public issue ... 49% It was also further ordered that the property of Tamil Nadu Tourism Development Corporation at Mamallapuram will be transferred to a new company and the same will part of the Tamil Nadu Tourism Development Corporation share and excess amount will be treated as loan to the new company at the rate of 12% per annum. It also further stated that the valuation of the property to be transferred to the new company will be arrived at by the Board of Directors of Tamil Nadu Tourism Development Corporation and while calculating the value, the actual investment made by Tamil Nadu Tourism Development Corporation Limited in Beach Resort Complex and Camping Site shall be the basis. Thereafter, the Government Order refers to the Sub-Committee constituted for the purpose of valuation and then the report of valuation made by it and states thus: "The Board of Directors of Tamil Nadu Tourism Development Corporation Limited in its meeting held on 16. 1986 agreed to transfer the Beach Resort Complex (including the petrol bunk) and the camping site at Mamallapuram to the new company. The Board also recommended to the Government the constitution of a sub-committee to arrive at the valuation of the property to be so transferred to the new company. Accordingly, in the G.O. second read above, a sub-committee was constituted with the following members: .(i) Chief Engineer (General and Building), Public Works Department (his representative) ... Chairman .(ii) Director (BPL), Finance Department ... Member (iii) Chief Accounts Officer, Tamil Nadu Tourism Development Corporation Limited, Madras ... Member In the Government letter third read above, instead of the Director (BPL), Thiru Naresh Gupta, I.A.S, Joint Secretary to Government, Finance Department, was included in the Sub-committee". Paragraph 4 referred to the fact that the profit or loss, if any, in the venture will have to be borne equally by the Tamil Nadu Tourism Development Corporation Limited and the joint sector partners. In paragraphs 5, 6 and 7 after referring to the aforesaid factors, the Government stated thus: "5. Paragraph 4 referred to the fact that the profit or loss, if any, in the venture will have to be borne equally by the Tamil Nadu Tourism Development Corporation Limited and the joint sector partners. In paragraphs 5, 6 and 7 after referring to the aforesaid factors, the Government stated thus: "5. (i) The Government, therefore, after careful consideration and in terms of the orders already issued in the G. O. first read above and taking into account the project report, decide that out of the total share capital of Rs.102.00 lakhs, the equity participation of the Tamil Nadu Tourism Development Corporation Limited will be Rs.52.00 lakhs by way of part-value of the properties and that of Thiru Mohana Rao Dandamudi and his associates, the joint sector partners Rs.50 lakhs. (ii) The Government also fix the value the properties of Tamil Nadu Tourism Development Corporation Limited at Mamallapuram to be transferred to the new company at Rs.68.44 lakhs (Rupees Sixty-eight lakhs and forty-four thousand only). (iii) Out of this amount, the present value of the properties to be demolished (old cottages) of Rs.12.00 lakhs is deducted and the amount pay able by the new company to the Tamil Nadu Tourism Development Corporation Limited is fixed at Rs.56.44 (Rupees Fifty-six lakhs and forty-four thousands only). .(iv) Thiru Mohana Rao Dandamudi and his associates the joint sector partners are permitted to remit their equity shares (25%) of Rs.50.00 lakhs in four quarterly instalments of Rs.12.50 lakhs each. The new Company should clear the repayment of loan amount to Government within six years. During the first year, as an operational period, the rate of interest for the loan will be 6%. .(v) Out of amount of Rs.56.44 lakhs indicated above, an amount of Rs. 52.00 lakhs will be treated as equity shares of Tamil NaduTourism Development Corporation Limited (26%) in the new Company and the balance amount of Rs.4.44 lakhs will be treated as loan to the new company at the rate of 12% interest per annum. The properties will be transferred by the Tamil Nadu Tourism Development Corporation Limited, when the entire equity contribution of Rs.50.00 lakhs is invested by the joint sector partners, Thiru Mohana Rao Dandamudi and his associates. 6. Pending investment of the entire equity contribution of Rs.50.00 lakhs, the assets will be on operational lease for a period of one year. The properties will be transferred by the Tamil Nadu Tourism Development Corporation Limited, when the entire equity contribution of Rs.50.00 lakhs is invested by the joint sector partners, Thiru Mohana Rao Dandamudi and his associates. 6. Pending investment of the entire equity contribution of Rs.50.00 lakhs, the assets will be on operational lease for a period of one year. During the operational period, a token lease amount " of Rs.1,000 (Rupees one thousand only) per mensem is fixed. If the joint sector partners, Thiru Mohana Rao Dandamudi and his associates fail to bring ,in their share of equity contribution of Rs.50.00 lakhs within one year, the operational lease of the assets is liable to be terminated. The Tamil Nadu Tourism Development Corporation Limited will enter into a memorandum of agreement win the co-promoters on the above terms. 7. The Board of Directors of the joint venture company ‘Tamil Nadu Tourism International Resorts Limited’ is constituted with the following six members including the Chairman of the present: Representing Tamil Nadu Tourism Development Corporation Limited: .(1) Ex-officio Commissioner and Secretary to Government, Tourism Department ... Chairman .(2) Joint Secretary to Government, Finance Department (Thiru Naresh Gupta)... Member .(3) Director of Tourism, Government of Tarn 1 Nadu ... Member Representing Joint Sector partners: .(4) Thiru Mohana Rao Dandamudi ... Managing Director .(5) Thiru S.Akkineni ... Member (6) Thiru C.P.Velusami ... Member" 12.1 Therefore it was not a decision taken off hand, nor it was a decision taken without any reference to any relevant factors. The Governemnt itself stated in its order that the Government after careful consideration and in terms of the orders already issued in the Government order and on taking into consideration the project report, decided that out of the total share capital of Rs.102 Lakhs, the equity participation of the Tamil Nadu Tourism Development Corporation Limited will be Rs.52 lakhs by way of part value of the properties and that of Thiru Mohana Rao Dandamudi and his associates the joint sector partners Rs.50 lakhs. Not only that, the Government also fixed the value of the properties of the Tamil Nadu Tourism Development Corporation Limited at Mamallapuram to be transferred to the new company at Rs.68.44 lakhs. Out of that, it further deducted a sum of Rs. 12 lakhs towards the cost of certain structures, which were to be demolished. Not only that, the Government also fixed the value of the properties of the Tamil Nadu Tourism Development Corporation Limited at Mamallapuram to be transferred to the new company at Rs.68.44 lakhs. Out of that, it further deducted a sum of Rs. 12 lakhs towards the cost of certain structures, which were to be demolished. Thus, it arrived at a figure of Rs.56.44 lakhs, out of that, Rs.52 lakhs were adjusted towards the share capital of Tamil Nadu Tourism Development Corporation and the remaining sum of Rs.4.44 lakhs was treated as loan to the company at 12% interest per annum. It further stated that if the joint sector partners and Mohana Rao Dandamudi and his associates failed to bring in their shares of equity contribution of Rs.50 lakhs within one year, the operational lease of the assets is liable to be terminated. Thus the main condition was that the joint sector parners were to bring in rupees 50 lakhs within a year. The Government Orders also appointed the members and Chairman and Board of Directors to be represented in the Tamil Nadu Tourism International Resorts Limited as follows: .(1) Ex-officio Commissioner and Secretary to Government, Tourism Department... Chairman .(2) Joint Secretary to Government, Finance Department (Thiru Naresh Gupta) ... Member .(3) Director of Tourism, Government of Tamil Nadu ... Member .(4) Thiru Mohana Rao Dandamudi ... Managing Director .(5) Thiru S.Akkineni ... Member .(6) Thiru C.P.Velusami ... Member Thus, by reason of the Government Order, G.O.Ms.474 dated 3rd November, 1986, everything that was necessary for the purpose of the 3rd respondent to take over the project and complete it, was done. Thereafter, the Board of Directors of Tamil Nadu Tourism Development Corporation on held its 105th meeting on 12. 1986 and adopted the Government Order dated 11. 1986 in G.O.Ms. 474. Pursuant to that, the Managing Director issued the order on 212. Thereafter, the Board of Directors of Tamil Nadu Tourism Development Corporation on held its 105th meeting on 12. 1986 and adopted the Government Order dated 11. 1986 in G.O.Ms. 474. Pursuant to that, the Managing Director issued the order on 212. 1986 which reads, thus: "In the Government Order first referred to, orders were issued approving a joint venture hotel project, for taking over and upgrading the Beach Resort Complex and Camping site at Mamallapuram by Tamil Nadu Tourism International Resorts Limited, promoted by the Tamil Nadu Development Corporation Limited and Thiru Mohana Rao Dandamudi and his associates (N.R.I.s from U.S.A.)- It was also ordered that the value of the property of Tamil Nadu Tourism Development Corporation at Mamallapuram will be transferred to the new company and will form part of the Tamil Nadu Tourism Development Corporation’s shares and income amount will be liable as loan to the new company at the rate of 12% per annum. The Board of Directors of Tamil Nadu Tourism Development Corporation Limited in their meeting held on 16. 1986 agreed for transfer of the Beach Resort Complex (including the petrol bunk) and the camping site, Mamallapuram to Tamil Nadu Tourism International Resorts Limited. In the Government Order second referred to, it was mentioned that as per the suggestion of the Board of Directors of Tamil Nadu Tourism Development Corporation Limited, a sub- committee was constituted with .(i) Chief Engineer (Government and Buildings), Public Works Department (or the representa tive) ... Chairman .(ii) Director (BPE), Finance Department ... 2 Member (iii) Chief Accounts Officer, Tamil Nadu Tourism Development Corporation Limited, Madras ...Member The committee gave the value of the properties to be transferred and the Government has approved it as follows: Actual Investment on land and building on Beach resort Complex, and Camping site, Mamallapuram Rs.84.34 lakhs Less Depreciation Rs.15.90 lakhs Rs.68.90 lakhs The Government orders further stipulated that as per the Project Report submitted by Thiru Mohana Rao Dandamudi, Joint Sector Partner, out of total share capital of Rs. 102/- lakhs, the equity participation of Tamil Nadu Tourism Development Corporation is Rs.52 lakhs and that of Thiru Mohana rao Dandamudi and his associates, the Joint Sector Partners is Rs.50 lakhs. 102/- lakhs, the equity participation of Tamil Nadu Tourism Development Corporation is Rs.52 lakhs and that of Thiru Mohana rao Dandamudi and his associates, the Joint Sector Partners is Rs.50 lakhs. The Government Orders further stipulated that pending investment of entire equity contributon of Rs.50 lakhs, the assets to be transferred to The Tamil Nadu Tourism Development International Resorts Ltd., will be on operational lease for a period of one year on a token lease amount of Rs.1,000 (Rupees One Thousand only) per annum. The Board of Directors of Tamil Nadu Tourism Development Corporation Limited, at their 106th Meeting held on 12. 1986 adopted the Government order second referred to. Accordingly, an agreement has been entered into by the Managing Director, Tamil Nadu Tourism International Resorts Limited, The Manager, Beach Resort Complex, Mamallapuram, the Manager, Petrol Bunk and the Manager, Camping Site, Mamallapuram are directed to handover the movable and immovable articles to the Tamil Nadu Tourism International Resorts Limited, represented by Thiru Mohana Rao Dandamudi or his. authorised representative. Before handing over the aricles, a list has to be prepared in triplicate containing the specifications and the depreciated value of the articles. The Managers concerned should close the accounts pertaining to Account Nos.1 and 2 and all other accounting and maintenance registers as on 312. 1986. From 1. 1987, onwards the collections and payment will be made by the Lessee Corporation i.e., Tamil Nadu Tourism International Resorts Limited. The handing over and taking over statements in triplicate, one for the manager, one for them, and one for main file at Head Office are to be signed by the Manager of the Unit concerned and Thiru Mohana Rao Dandamudi, Managing Director, Tamil Nadu Tourism International Resorts Limited and his auhorised representative if any authorised by Thiru Mohana Rao Dandamudi as Managing Director of the Tamil Nadu Tourism International Resorts Limited. All other formalities should be followed and the entire handing and taking over should be completed before 312. 1986." Therefore, it is clear that the transfer of property of the Tamil Nadu Tourism Development Corporation to the 3rd respondent- Company was also approved by the Board of Directors of the Tamil Nadu Tourism Development Corporation. That being so, it is not possible to hold that the question as to how to value the property of the TTDC was left open to be determined. That being so, it is not possible to hold that the question as to how to value the property of the TTDC was left open to be determined. The value of the property was agreed upon when the project was approved. The property of the TTDC was to be transferred on the contribution of rupees 50 lakhs by the joint sector partner, namely, Mohana Rao Dandamudi and his associates within a period of one year. 13. As far as the remittances to be made by the petitioner/appellant and his associates towards Rs.50 lakhs the same was remitted or paid on the following dates: “Amount remitted to Tamil Nadu Tourism Inter- national Resorts Limited by Mohana Rao Dandamudi and his associates towards equity contributions with the Bank. 06.04.1587 Mr.Suderchan Rao Akkineni 7,67,872.00 09.04.1987 Dr.S.Illangovan 6,36,537.24 06.05.1987 Lakshmi D.Reddy 25,000.00 M.D.V.Koppora 1,25,000.00 20.06.1987 Mr.Jagadeesan V.Poole 10,24,285.00 Dr.S.B.Mani 59,990.00 Dr.M.Balasubramaniam 59,990.00 Dr.P.Lingam 1,91,264.00 16.07.1967 Mr.Navin Chandra M.Joshi 10,000.00 011. 1987 Dr.Kowriah M.Amirthalingam 50,000.00 Dr.P.G.Moorthi 64,138.00 212. 1987 Gangakumari Lingam 1,28,435.00 (Custodian for Mridula Lingam) 1,92,685.00 (Custodian for Kalyan Lingam) 2,20,000.00 30.12.1987 Mr.Mohana Rao Dandamudi 30,000.00 Mr.Mohana Rao Dandamudi 14,21,990.00 60,01,209.00 It is noticed from the aforesaid remittances that there was some delay only in the 3rd quarter, viz., the quarter relating to the period from 1-7.1987 to 30th September, 1987 but the entire amount has been paid by the end of the year 1987. The fact that when there was a delay in payment of the 3rd quarter and no objection was taken to it and the 4th quarter amount was received, would only show that the parties did not take serious note of it and must be deemed to have waived the delay, if any, in that regard. The tyed set of papers produced also include receipts in that regard. Further, it is also not disputed before us about the payment of Rs.50,07,2020. It is also relevant to notice that the parties did not give much importance to the condition that contribution by Mohana Rao Dandamudi and his associates should be strictly in accordance with quarterly payments fixed. The State Government itself, in para 6 of its order G.O.Ms. No.474, dated 11. 1986 specifically stated that the contribution should be made in one year. The State Government itself, in para 6 of its order G.O.Ms. No.474, dated 11. 1986 specifically stated that the contribution should be made in one year. The relevant portion reads thus: "If the joint sector partners Thiru Mohana Rao Dandamudi and his associates failed to bring in their share of equity contribution of Rs.50 lakhs within one year, the operational lease of the assets is liable to be terminated. “ Therefore, the delay in the payment of 3rd quarter is of no significance. When all that was done and the project was going on, the State Government passed an order G.O.Ms. No.576, dated 12. 1988 constituting a Committee comprising of the Special Commissioner and Secretary, Information and Tourism Department, the Special Secretary, Finance Department, the Managing Director, Tamil Nadu Tourism Development Corporation and the Chief Engineer, Public Works Department (Buildings) to study and submit a report on the following aspects of the joint venture project at Mamallapuram. ”(i) The commercial viability of the proposed project as per the report prepared by the nonresident Indian partner and submitted to the Government and the Industrial Finance Corporation of India. In determining the viability, the Committee shall take into account the revised valuation of the land and other assets transferred to the projects by the Tamil Nadu Tourism Development Corporation. (ii) Revision of the valuation of the land, stuctures, movable and immovable properties owned by Tamil Nadu Tourism Development Corporation in Beach Resort Complex and Youth Hostel (Camping Site) at Mamallapuram and’ proposed to be transferred to the joint-sector company taking into account also the objections made by the Accountant-General, and (iii) If the Committee is satisfied about the viability, the measures to be taken for proper management and more active participation by the Tamil Nadu Tourism Development Corporation in the day-to-day management of the joint sector company." The Committee was directed to submit its report within a period of 3 months. It is to this Committee, the petitioner submitted his representation dated 26th December, 1986. The Committee appears to have made its report on 28th March, 1989 stating that the proposed project was not commercially viable, that the valuation of the land and the structures, movable and immovable properties owned by Tamil Nadu Tourism Development Corporation in Beach Resort Complex and Camping Site at Mamallapuram was not made correctly. The Committee appears to have made its report on 28th March, 1989 stating that the proposed project was not commercially viable, that the valuation of the land and the structures, movable and immovable properties owned by Tamil Nadu Tourism Development Corporation in Beach Resort Complex and Camping Site at Mamallapuram was not made correctly. On the basis of the said report, the State Government passed the impugned order. 13.1 It may be pointed out here that in the final order that was passed by the State Government on 3rd November, 1986, in G.O.Ms. No.474 no such condition was imposed either as to re-determination of the value of the properties of the Tamil Nadu Tourism Development Corporation or as to the viability of the project. As already pointed out, it was a final decision taken without any reservation approving the project. We may also point out here that there was no necessity for the Sub Committee to be appointed as per G.O.Ms. No.576, dated 12. 1988 and further, after the report was submitted by the Sub Committee, no opportunity was ever given to the petitioner/appellant to put forth his say as to why the two Government Orders, G.O.Ms. No.198, dated 24. 1986 and 474 dated 11. 1986 should not be cancelled. We may point out here that the petitioner/ appellant and his associates were invited by the State Governemnt which had taken a policy decision to encourage investment by N.R.Is. in orde to promote tourist development project in the State with the participation of N.R.Is. Pursuant to that the petitioner/ appellant had persuaded his associates to contribute Rs.50 lacs. The properties of the Tourism Development Corporation had been transferred to the 3rd respondent. The Reserve Bank of India’s approval had also been granted as per the communication dated 28. 1986 under Sec.l9(l)(d) of the Foreign Exchange Regulation Act, 1973 for issue of shares to non-residents of Indian Origin/ nationality (NRIs) under 74% scheme. The properties of the Tourism Development Corporation had been transferred to the 3rd respondent. The Reserve Bank of India’s approval had also been granted as per the communication dated 28. 1986 under Sec.l9(l)(d) of the Foreign Exchange Regulation Act, 1973 for issue of shares to non-residents of Indian Origin/ nationality (NRIs) under 74% scheme. In addition to this, on 19th March, 1987, the Government of India, Ministry of Industry, Department of Industrial Development, also accorded approval to the NRI direct investment with benefits of full repatriation of capital invested and income earned thereon to a maximum extent of 74% of the paid up capital of the proposed project to set up a 3 Star Hotel at Mamallapuram, Chingleput District in the State of Tamil Nadu under the name and style of M/s. Tamil Nadu Tourism International Resorts Limited. The Government of India, further directed the Tamil Nadu Tourism International Resorts Limited to approach the Reserve Bank of India for further action. On 14th December, 1987, the Commissioner and Secretary to Government, Information and Tourism, Tourism-VI Department, Tamil Nadu, wrote a letter to the Government of India, Department of Company Affairs, Ministry of Finance, for appointment of Shri Mohana Rao Dandamudi as Managing Director of Tamil Nadu Tourism International Resorts Limited and approval of the same by the Central Government. In that letter also,-which is found at page 2 of the additional typed set of papers filed by the appellant, the entire development from the beginning has been stated. It has also stated thus: "As the integrated tourism project designs and reports were in progress, Mohana Rao Dandamudi Associated were asked to take over the existing Mamallapuram Beach Resort and Camping-Site (Item 3 above) and upgrade and expand them to International Standards as Phase I of the Integrated Project. An agreement to implement this project was entered into on 24. 1986 between Thiru Mohana Rao Dandamudi and the Tamil Nadu Tourism Development Corporation Limited. The initial cost of the Integrated Project is estimated at Rs.22 crores out of which the outlay for Mamallapuram project is Rs.5.4 crores. An agreement to implement this project was entered into on 24. 1986 between Thiru Mohana Rao Dandamudi and the Tamil Nadu Tourism Development Corporation Limited. The initial cost of the Integrated Project is estimated at Rs.22 crores out of which the outlay for Mamallapuram project is Rs.5.4 crores. It is quite evident from the above that on account of the encouragement given by the State Government and Central Government to Mohana Rao Dandamudi Associates, they have been able to involve themselves fully in the development of necessary concepts and designs and in preparation of project reports for the Integrated Project continuously from August, 1983. In view of the above, I am to request you to obtain the approval of the Company Law Board for the appointment of Thiru Mohana Rao Dandamudi as Managing Director early". Thereafter, the 3rd respondent also held the 6th meeting of the Board of Directors on 5th December, 1987. Various resolutions passed therein would go to show that the 3rd respondent started functioning and the Managing Director Mohana Rao Dandamudi was authorised to take such steps as were necessary for making application to the Controller of Capital Issues for issue of 19,99,989 equity shares of Rs.10 each amounting to Rs.1,99,99,890. It also further resolved to authorise the Managing Director to sign such statements and documents as may be required by the Controller of Capital Issues. Thus, by 15th December, 1987 the project had reached the stage of issuing shares to public. On 29th June, 1988, the 8th meeting of the Board of Directors of the 3rd respondent was held, in which it was resolved that Rs.50.07 lacs had already been brought by the non-resident Indians as per the relevant Government Order, that as the commitment of N.R.Is. had been fulfilled, the transfer of properties should be done by T.T.D.C. immediately. It was at this stage, the impugned Government Order was issued. In the background of these developments, the contention of the learned Advocate General that the representation made by the petitioner/ appellant to the Sub Committee on 26th December, 1988 amounted to affording an opportunity to the petitioner/ appellant and his associates for cancelling the Government Orders G.O.Ms. No. 198, dated 24. 1988 and 474, dated 11. 1986, is difficult to appreciate. This is a case in which no such retrograde step was required to be taken at all. No. 198, dated 24. 1988 and 474, dated 11. 1986, is difficult to appreciate. This is a case in which no such retrograde step was required to be taken at all. Whatever it may be, it is sufficient to state that the impugned order came to be passed without affording an opportunity to the petitioner/ appellant. It is not as though the petitioner/ appellant had no stake in the matter. We have already pointed out that he has brought in the requisite capital. The company had been registered. He was appointed as Managing Director and several meetings of the Board of Directors of the 3rd respondent had taken place. Therefore, the petitioner/ appellant and his associates had a right which should not have been displaced in the manner it has been done, and at any rate without affording an opportunity to them. Accordingly, it is held that the impugned order is passed in violation of the principles of natural justice. We may point out here that the principle of natural justice, audi alteram partem is attracted to the case. That it is so is a settled legal position of law. We may also point out here that the sub-committee’s report was not made available to the petitioner/ appellant. 14. In order to avoid burdening of our judgment, we only propose to mention in various decisions of the Supreme Court on the point of principles of natural justice: State of Orissa v. Binapandey, A.I.R. 1967 S.C. 1269: 1967 S.C.D. 551: (1967)2 Lab.LJ. 266: (1967)2 S.C.J. 339: (1967)2 S.C.W.R. 442: 15 Fac.LR. 209: (1967)2 S.C.A. 393, A.K.Krapak v. Union of India, A.I.R. 1970 S.C. 150, Maneka Gandhi’s case, A.I.R. 1978 S.C. 597, National Textile Workers Union v. Ramakrishnan, (1983)1 M.L.J. (S.C.) 1: A.I.R. 1983 S.C. 75: (1983)1 S.C.C. 228 : (1983)1 Lab.LJ. 45: (1983)1 Comp.L.J. 1: 1983 TaxL.R. 2407: (1983)53 C.C. 184: (1983)62 F.J.R. 41:( 1983)46 Fac.LR. 38: (1983)1 Lab.LN. 229: (1983)1 S. C. W.R. 274: (1983)1 S.C.J. 140(2): (1983)1 S.C.R. 922 , Food Corporation of India v. Kamadehnu Cattle Feeds, (1993)1 S.C.C. 71 and Kumari Shrilekha Vidyarthi’s case, A.I.R. 1991 S.C. 537. 45: (1983)1 Comp.L.J. 1: 1983 TaxL.R. 2407: (1983)53 C.C. 184: (1983)62 F.J.R. 41:( 1983)46 Fac.LR. 38: (1983)1 Lab.LN. 229: (1983)1 S. C. W.R. 274: (1983)1 S.C.J. 140(2): (1983)1 S.C.R. 922 , Food Corporation of India v. Kamadehnu Cattle Feeds, (1993)1 S.C.C. 71 and Kumari Shrilekha Vidyarthi’s case, A.I.R. 1991 S.C. 537. De Smith in his Judicial Review of Administrative Action (4th Edition) dealing with prior notice has stated thus: “Natural Justice generally requires that persons liable to be directly affected by proposed administrative acts, decisions or proceedings be given adequate notice of what is proposed, so that they may be in a position: (a) to make representations on their own behalf, or .(b) to appear at a hearing on inquiry (if one is to be held) and .(c) effectively to prepare their own case and to answer the case (if any) they have to meet”. 15. Having held that the impugned order has been passed in violation of the principle of natural justice, we will now consider the other contention. The impugned government order has proceeded on the basis that the appellant committed default in remitting the amount of Rs.50 lacs. In this regard, we have already pointed out that the delay, if any, is only in payment of the 3rd instalment. We have also pointed out that having regard to the fact that the 4th instalment was accepted and no objection was raised, the delay if any in remitting, the amount in the third quarterly instalment, should be held to have been waived. It has also been pointed out that the Government Order G.O.Ms. No.474, dated 11. 1986 specifically stated that the contribution by Mohana Rao Dandamudi and his associates should be made in one year. There was no emphasis in that order that it should be strictly in quarterly payment. Further, having regard to the object with which both the parties undertook the joint venture, it could be said that the contribution from Mohana Rao Dandamudi and his associates to the tune of Rs.50 lacs was to be made during the period of one year starting from 1. 1987 in 4 quarterly instalments. Further, having regard to the object with which both the parties undertook the joint venture, it could be said that the contribution from Mohana Rao Dandamudi and his associates to the tune of Rs.50 lacs was to be made during the period of one year starting from 1. 1987 in 4 quarterly instalments. As long as the entire amount was paid within the period of one year and the remittances for first, second and fourth quarters were made in time, a mere delay in remitting the amount as per the third quarter by itself in the light of the Government Order G.O.Ms. No.474, dated 11. 1986 should not result in revoking the project of the nature in question undertaken by inviting the N.R.Is. to invest the amount and establish the hotel suitable for international tourists at Mamallapuram. 16. The another ground on the basis of which the impugned Government Order is passed, is that the detailed project report was not submitted by the appellant and his associates. In this regard, it is the case of the appellant that such a report had already been submitted, we will not go into the question whether such a report was submitted. If only an opportunity would have been given to the appellant, having regard to the nature of the project, the same could have been complied with. .16. As far as the prior approval of the Board is concerned, we have already pointed out that after the State Government issued the order G.O.Ms. No.474, dated 11. 1986, the Board of Directors of Tamil Nadu Tourism Development Corporation not only approved the project, but also received to hand over possession of the property to the 3rd respondent corporation. As far as the objection by the Accountant General regarding the value of the properties transferred to the 3rd respondent is concerned, we have already pointed out that the Government Order dated 11. 1986 in G.O.Ms. No.474 did not allow any such valuation. In fact, there was nothing left open after G.O.Ms. No.474, dated 11. 1976 was issued for further probing into the matter regarding the valuation. According to that order, the project was to take off. In the said order, the question of viability of the project also was not left open. On the contrary, in para 5 of the aforesaid G.O.Ms. No.474, dated 11. No.474, dated 11. 1976 was issued for further probing into the matter regarding the valuation. According to that order, the project was to take off. In the said order, the question of viability of the project also was not left open. On the contrary, in para 5 of the aforesaid G.O.Ms. No.474, dated 11. 1986 that the State Government, after careful consideration and in terms of the orders already issued in G.O.Ms. No.198, dated 24. 1986 and taking into account the project report, decide that out of the total share capital of Rs.102 lacs, the equity participation of the Tamil Nadu Tourism Development Corporation Limited will be Rs.52 lakhs by way of part-value of the properties and that of the appellant and his associates, the joint sector partner of Rs.50 lacs, in the earlier portion of the G.O.Ms. No.474, it was stated that the value of the property to be transferred to the 3rd respondents should be arrived at by the Board of Directors of Tamil Nadu Tourism Development Corporation and in calculating the value, the actual investment made by Tamil Nadu Tourism Development Corporation Limited in Beach Resort and Camping Site at Mamallapuram shall be the basis. Accordingly, the Board of Directors of Tamil Nadu Tourism Development Corporation, as pointed out earlier, approved the valuation. In the order, G.O.No.198, dated 24. 1986, the State Government was satisfied with the project. After being satisfied with the project in order to attract various tour groups including those arriving by Chartered Flights to Madras and also budget tourists, it decided to take over these units from Tamil Nadu Tourism Development Corporation Limited by a new Company under the joint venture for upgrading them to international standards by utilising NRI investments. Therefore, looked from any point of view, we are of the view that there was no scope whatsoever for the State Government to appoint another Sub Committee to go into the question of valuation and viability. .17. It is contended by learned Advocate-General that in this case, there was no unconditional promise made by the State Government to the appellant and his associates, therefore, this is not a case in which the rule of promissory estoppel can be made applicable. It may be pointed out here that, it all started with the agreement dated 26. 1985 produced at page 1 of the typed set of records. It may be pointed out here that, it all started with the agreement dated 26. 1985 produced at page 1 of the typed set of records. Thereafter, the State Government issued two orders G.O.Ms. No.198, dated 24. 1986 and G.O.Ms. No.474, dated 11. 1986, we have pointed out that G.O.Ms. No.474, dated 11. 1986 did not impose any condition and did not reserve any right to the State Government to cancel the project at any time on certain conditions, except the contribution by Mohana Rao and his associates. If, in the light of the two Government Orders G.O.Ms.No.198, dated 24. 1986 and G.O.Ms.No.474, dated 11. 1986 the appellant and his associates have acted and altered their position to their disadvantage by investing Rs.50 lakhs and thereafter the third respondent functioned for a considerable time and held several Board meetings, it is not possible to hold in the background of all these facts that the promise was conditional, and as such, the rule of promissory estoppel be applied. Learned Advocate General relied upon a decision of the Supreme Court in Delhi Cloth and General Mills Limited v. Union of India, A.I.R. 1987 S.C. 2414, in support of the contention that the promise was conditional, therefore, it could not furnish a basis for applying the rule of promissory estoppel. There is no doubt that the aforesaid decision does lay down that if the promise depends upon a condition the question of promissory estoppel does not arise, because the promise must be certain, unambiguous and unqualified. But as pointed out by us, the Government Order, G.O.Ms.No.474, dated 11. 1986 cannot be considered to be ambiguous or imposing any such conditions which would make the promise contained in the Government Order ambiguous and qualified. 18. Learned Advocate-General also relied upon a decision of the Supreme Court in M.P.Sugar Mills v. State of U.P., A.I.R. 1979 S.C. 621, especially paragraph 24 at page 644 in support of the contention that the promise made in the Government Order, G.O.Ms. No. 198, dated 26. 1985 and G.O.Ms. No.474, dated 11. 1986 is opposed to public interest, inasmuch as the value of “ the properties of Tamil Nadu” Tourism Development Corporation over a crore has been agreed to be transferred for a sum of Rs.56,44,000. Secondly, the project is found to be not viable. No. 198, dated 26. 1985 and G.O.Ms. No.474, dated 11. 1986 is opposed to public interest, inasmuch as the value of “ the properties of Tamil Nadu” Tourism Development Corporation over a crore has been agreed to be transferred for a sum of Rs.56,44,000. Secondly, the project is found to be not viable. In the background of these two aspects, if the project is allowed to go on, it would affect public interest, therefore, such a promise which is opposed to public policy, cannot be made a ground for applying the principle of promissory estoppel. .19. There is no doubt that if the promise is opposed to public interest or it is opposed to law or it is beyond the authority of the person or authority making the promise, it cannot form a basis for applying the rule of promissory estoppel. In the instant case, it is not possible to hold that the promise suffers from any such circumstances or aspects. The State Government was well within its powers in deciding to go ahead with the joint venture project. The properties of the Tamil Nadu Tourism Development Corporation to be transferred to the 3rd respondent towards the shares to be held by the 2nd respondent were valued and the Directors of the 2nd respondent approved the valuation. Secondly, the properties were valued at the cost at which they were acquired and constructed, by the 2nd respondent, only with a view to ensure and encourage that the project like the one comes up in Mamallapuram, to attract the international tourists so that the economy of the State and the trade and commerce in the State are developed and in the ultimate analysis, the public interest is better served and the public are benefitted. That being so, we are not able to see, how the actions of the State Government in passing the G.O.Ms. Nos.198 and 474, dated 24. 1986 and11. 1986 respectively were opposed to public interest. That being so, this is a case in which the rule of promissory estoppel, having regard to the law declared by the Supreme Court regarding the application of the rule, must be held to apply. 20. Nos.198 and 474, dated 24. 1986 and11. 1986 respectively were opposed to public interest. That being so, this is a case in which the rule of promissory estoppel, having regard to the law declared by the Supreme Court regarding the application of the rule, must be held to apply. 20. We may only refer to the two decisions of the Supreme Court in M.P.Sugar Mills v. State of U.P., A.I.R. 1979 S.C. 621 and Amrit Banaspati Company Limited v. State of Punjab, A.I.R. 1992 S. C. 1075, the relevant portion of the judgment in M.P.Sugar Mills v. State of U.P., A.I.R. 1979 S.C. 621, is as follows: “This Court finally after referring to the decisions in the Ganges Manufacturing Company v. Surujmull, (1880) I.L.R. 5 Cal. 669, Municipal Corporation of the City of Bombay v. Secretary of State for India, (1905) I.L.R. 29 Bom. 580 and Collector of Bombay v. Municipal Corporation of the City of Bombay, A.I.R. 1951 S.C. 469, summed up the position as follows: “Under our jurisprudence, the Government is not exempt from liability to carry out the representation made by it as to its future conduct and it cannot on some undefined and undisclosed ground of necessity or expediency fail to carry out the promise solemnly made by it, nor claim to be the judge of its own obligation to the citizen on an ex parte appraisement of the circumstances in which the obligation has arisen“. ” The law may, therefore, now be taken as well settled as a result of this decision, that where the Government makes a promise knowing or intending that it would be acted on by the promisee and, in fact, the promisee acting on it, alters his position, the Government would be barred by the promise and the promise would be enforceable against the Government at the instance of the promisee, notwithstanding that there is no consideration for the promise and the promise is not recorded in the form of a formal contract as required by Art.299 of the Constitution. It is elementary that in a republic governed by the rule of law, no one, however high or low, is above the law. Every one is subject to the law as fully and completely as any other and the Government is no exception. It is elementary that in a republic governed by the rule of law, no one, however high or low, is above the law. Every one is subject to the law as fully and completely as any other and the Government is no exception. It is indeed the pride of constitutional democracy and rule of law that the Government stands on the same footing as a private individual so far as the obligation of the law is concerned, the former is equally bound as the latter. It is indeed difficult to see on what principle can a Government, committed to the rule of law, claim immunity from the doctrine of promissory estoppel? Can be the Government say that it is under no obligation to act in a manner that is fair and just or that it is not bound by considerations of “honesty and good faith”? Why should the Government not be held to a high “standard of rectangular rectitude while dealing with its citizens”? There was a time when the doctrine of executive necessity was regarded as sufficient justification for the Government to repudiate even its contractual obligations, but, let it be said to the eternal glory of this Court, this doctrine was emphatically negatived in the Indo-Afghan Agencies case, A.I.R. I968 S.C. 718 and the supremacy of the rule of law was established. It was laid down by this Court that the Government cannot claim to be immune from the applicability of the rule of promissory estoppel and repudiate a promise made by it on the ground that such promise may fetter its future executive action. If the Government does not want its freedom of executive action to be hampered or restricted, the Government need not make a promise knowing or intending that it would be acted on by the promise and the promisee would alter his position relying upon it. But if the Government, makes such a promise and the promisee acts in reliance upon it and alters his position, there is no reason why the Government should not be compelled to make good such promise like any other private individual. But if the Government, makes such a promise and the promisee acts in reliance upon it and alters his position, there is no reason why the Government should not be compelled to make good such promise like any other private individual. The law cannot acquire legitimacy and gain social acceptance unless it accords with the moral values of the society and the constant endeavour of the courts and the legislatures must, therefore, be to close the gap between law and morality and bring about as near an approximation between the two as possible. The doctrine of promissory estoppel is a significant judicial contribution in that direction. But it is necssary to point out that since the doctrine of promissory estoppel is an equitable doctrine, it must yield when the equity so requires. If it can be shown by the Government that having regard to the facts as they have subsequently transpired, it would be inequitable to hold the Government to the promise made by it, the court would not raise an equity in favour of the promisee and enforce the promise against the Government. The doctrine of promis- sory estoppel would be displaced in such a case because, on the facts, equity would not require that the Government should be held bound by the promise made by it. When the Government is able to show that in view of the facts which have transpired since the making of the promise, public interest would be prejudiced if the Government were required to carry out the promise, the court would have to balance the public interest in the Government carrying out a promise made to a citizen which has induced the citizen to act upon it and alter his position and the public interest likely to suffer if the promise were required to be carried out by the Government and determine which way the equity lies. It would not be enough for the Government just to say that public interest requires that the Government should not be compelled to carry out the promise or that the public interest would suffer if the Government were required to honour it. It would not be enough for the Government just to say that public interest requires that the Government should not be compelled to carry out the promise or that the public interest would suffer if the Government were required to honour it. The Government cannot, as •Shah, J., pointed out in the Indo-Afghan Agencies case, A.I.R. 1968 S.C. 718, claim to be exempt from the liability to carry out the promise “on some indefinite and undisclosed ground of necessity or expediency” nor can the Government claim to be the sole Judge of its liability and repudiate it “ on an ex parte appraisement of the circumstances”. If the Government wants to resist the liability, it will have to disclose to the court what are the subsequent events on account of which the Government claims to be exempt from the liability and it would be for the court to decide whether those events are such as to render it in equitable to enforce the liability against the Government. Mere claim of change of policy would not be sufficient to exonerate the Government from the liability, the Government would have to show what precisely is the changed policy and also its reason and justification so the court can judge for itself which way the public interest lies and what the equity of the case demands. It is only if the court is satisfied, on proper and adequate material placed by the Government, that overriding public interest required that the Government should not be held bound by the promise but should be free to act unfettered by it, that the court would refuse to enforce the promise against the Government. The court would not act on the mere ipso dixit of the Government, for it is the court which has to decide and not the Government whether the Government should be held exempt from liability. This is the essence of the rule of law. The burden would be upon the Government to show that the public interest in the Government acting otherwise than in accordance with the promise is so overwhelming that it would be inequitable to hold the Government bound by the promise and the court would insist on a highly rigorous standard of proof in the discharge of this burden. The burden would be upon the Government to show that the public interest in the Government acting otherwise than in accordance with the promise is so overwhelming that it would be inequitable to hold the Government bound by the promise and the court would insist on a highly rigorous standard of proof in the discharge of this burden. But even where there is no such overriding public interest, it may still be competent to the Government to resile from the promise "on giving reasonable notice, which need not be a formal notice, giving the promisee a reasonable opportunity of resuming his position" provided of course it is possible for the promisee to restore status quo ante. If, however, the promisee cannot resume his position, the promise could become final and irrevocable, vide: Ajaji v. Briscoe, (1964)3 All E.R. 556". In Amrit Bansapati Company Limited v. State of Punjab, A.I.R. 1992 S.C. 1075, the relevant portion of the judgment is found at page 1077: "All that is now required is that the party asserting the estoppel must have acted upon the assurance given to him. Must have relied upon the representation made to him. It means the party has changed or altered the position by relying on the assurance or the representation. The alteration or the representation. The alteration of position by the party is the only indispensable requirement of the doctrine. It is not necessary to prove further any damage, detriment or prejudice to the party asserting the estoppel". Accordingly, we hold that the rule of promissory estoppel applied and the State Government is estopped from cancelling the two Government orders. 21.. Learned single Judge has held that the petitioner being a foreigner. Is not entitled to the relief sought for and further under the agreement there is a provision for arbitration. We may point out here, that neither Art.226 nor Art.14 of the Constitution is confined to the citizen of India. Art. 14 says that the State shall not deny to any person equality before law or equal protection of law within the territory of India. It is open to any person within the territory of India to claim the right guaranteed under Art. 14. As far as Art.226 is concerned, the power confered on the High Court is to issue writs of the nature enumerated therein. It is open to any person within the territory of India to claim the right guaranteed under Art. 14. As far as Art.226 is concerned, the power confered on the High Court is to issue writs of the nature enumerated therein. It does not state that such a power can be exercised only at the instance of a citizen of India. As far as the agreement is concerned, as already pointed out the whole thing started by the agreement dated 26. 1985, but thereafter, it transformed into the Government orders dated 24. 1986 in G.O.Ms. No.198 and 11. 1986 in G.O.Ms. No.474. That being so, the question of invoking the arbitration clause contained in the agreement dated 26. 1985 did not arise. 22. It is also held by the learned single Judge that the impugned Government Order has been approved by the Board of Directors of the 3rd respondent company, as such it is not at all open to the petitioner to enforce any right when the 3rd respondent has accepted the order of the Government. In the order by which the matter has been remitted by the Supreme Court to this Court, it has been pointed out that the resolution of Board of Directors is only the consequence of the Government Order. If the cause for the resolution of the Board of Directors is removed or it disappears, the basis of the resolution disappears, because the resolution is only to approve the Government Order and when the Government Order is not tenable, the resolution loses its efficacy. In addition to this, we may also point out here that the petitioner has contributed towards the project, so also his associates. As a result of the impugned Government Order, the entire project disappears. Consequently, apart from the interests of the 3rd respondent, the petitioner’s very interest is knocked down. In addition to this, as contended by learned senior counsel for the appellant, the petitioner and his associates have not yet become shareholders. At the stage when the shares were to be allotted as found from the records and the Government of India approved for calling for the public issues, the impugned Government Order came to be issued. The question as to allotment of shares remained at that. At the stage when the shares were to be allotted as found from the records and the Government of India approved for calling for the public issues, the impugned Government Order came to be issued. The question as to allotment of shares remained at that. Therefore, the petitioner can claim the interest as a contributory to the project and not as a shareholder to be bound by the resolution of the Board of Directors. That apart, as pointed out by the Supreme Court, the resolution is only the consequence. 23. In addition to this, it is also very distressing to notice that immediately, the appellant and his associates have contributed 50 lakhs and odd, when the Government were to cancel the whole project by cancelling the earlier two Government Orders it did not even think as to what should be done to the fifty lacs contributed by the appellant and his associates. We may also point out here that the country has adopted a liberal economic policy and the foreign’ nationals can come and invest and take up the project So that the economy of the country may improve. The project in question is also one of such attempts. When the State Government represented to the N.R.Is. and persuaded them to invest in the project in question and accordingly, they invested and the project was also approved, necessary Government orders were issued, the 3rd respondent was registered as a company and the appellant was made as the Managing Diector of the 3rd respondent company and the Board meetings of the 3rd respondent were held on more than one occasion, at this stage to cancel the entire project unilaterally would only lead to loss of confidence of those who want to invest in the country for the benefit of the country. The Government should have taken note of this aspect of the matter before passing the impugned order. 24. For the reasons stated above, the writ appeal is allowed. The order dated 13th March, 1992 passed by the learned single Judge in W.P. No.4865 of 1989 is set aside. The impugned order G.O.Ms. No.130, dated 30.3.1989 is quashed. Consequently, the resolution of the Board of Directors of the 3rd respondent dated 33. 1989 at page 93 of the typed set of records is quashed. The order dated 13th March, 1992 passed by the learned single Judge in W.P. No.4865 of 1989 is set aside. The impugned order G.O.Ms. No.130, dated 30.3.1989 is quashed. Consequently, the resolution of the Board of Directors of the 3rd respondent dated 33. 1989 at page 93 of the typed set of records is quashed. The parties are relegated to the stage which was obtaining on 30th March, 1989 on which date the impugned Government Order was issued. In the facts and circumstances of the case, there will be no order as to costs.