S. D. PANDIT, J. ( 1 ) MICRO Mechanics (Pvt.) Ltd. . is a private limited company engaged in the work relating to COMPUTERISATION and has filed the present petition to challenge the contract given by respondent No. 1 - the Saurashtra-Kutch stock Exchange Limited in favour of respondent No. 2 - C. M, S. Limited as regards the work of implementation of the computerised On-Line Trading System. ( 2 ) IT is the claim of the petitioner that the petitioner has installed various types of Computer Systems to a large number of parties. The respondent No. I has given the contract in question without giving any public advertisement to call for the tenders and without following the due procedure in giving such contract. It is further the claim of the petitioner that when the petitioner came to know that the respondent no. I is likely to give the said contract as it has decided to instal the computerised on-Line Trading System, the petitioner wrote a letter dated 15/07/1996 giving the offer to carry out the said work for about Rs. 1 crore but the respondent No. 1 did not respond to the offer. Therefore, they sent another letter on 25/08/1996. But no action was taken on the said letter sent by the petitioner. The petitioner has claimed that the petitioner is a local based company. The petitioner would have given best "after- sale service" and there is no reason for not considering the offer given by the petitioner. It is further averred by the petitioner that the respondent no. 1 is an instrumentality of the Central Government set up under the Securities contracts (Regulation) Act. 1956 (hereinafter referred to as the said Act ). Therefore, the respondent No. 1 ought to have followed the normal rule of giving contract by issuing advertisement for calling tenders and there was no reason not to follow this normal rule. Therefore, the respondent No. I was not justified in giving the contract of crores of rupees without following the normal rules. It is also alleged that the decision of the respondent No. I must have been because of extraneous consideration. He, therefore, seeks to quash and set aside the decision of the respondent No. 1 to give a contract to C. M. S. Ltd. of Bombay. ( 3 ) MY learned predecessor was pleased to issue notice to the respondent. It is also alleged that the decision of the respondent No. I must have been because of extraneous consideration. He, therefore, seeks to quash and set aside the decision of the respondent No. 1 to give a contract to C. M. S. Ltd. of Bombay. ( 3 ) MY learned predecessor was pleased to issue notice to the respondent. In pursuance of the said notice, respondent No. 1 has appeared and has filed affidavit- in-reply to dispute the claim of the petitioner. The main contention of the respondent no. 1 is that the respondent is not a state within the meaning of An. 12 of the constitution of India. Respondent No. 1 has its Memorandum as well as Articles of Association. It is a company registered under the Companies Act. l956 It has its own regulations and bye-laws as regards the various business carried out by itself and its members. The funds of the Stock Exchange are nothing else but corpus of the fund deposited as deposit by its members and the interest earned on such deposit that no amount nor any fund whatsoever is received from the Central Government or the State Government. There is no financial control of either the Central government or State Government. Therefore, in the circumstances, the respondent no. 1 is free to have contract as per its sweet-will. It is further contended that under art. 88 of the respondent No. 1, a Computer Committee was constituted on 21-10-1995 in the meeting of the Council of Management consisting of six members plus, the Executive Director and President of the respondent No. I Stock Exchange as ex-officio members of the Committee. The members of the said Committee were very well aware that the On-Line Trading Systein would be life-line of the respondent No. 1 and its members and therefore, each member spent unlimited time to investigate, understand and analyse various proposals received by spending a lot of time at the cost of their personal business. The Extraordinary General Body meeting of the Respondent No. I was held on 25/11/1995 and in the said meeting the following Resolution for implementation of On-Line Trading System was passed. Said Resolution is reproduced as under :"resolved that the Council of Management be and is hereby authorised to invite tenders, quotations, bids etc. The Extraordinary General Body meeting of the Respondent No. I was held on 25/11/1995 and in the said meeting the following Resolution for implementation of On-Line Trading System was passed. Said Resolution is reproduced as under :"resolved that the Council of Management be and is hereby authorised to invite tenders, quotations, bids etc. , and thereafter to select vendors, suppliers, consultants as may be deemed fit for purposes of recommending to the Stock Exchange a proper technology solution for both Hardware and Software for introducing On-Line Trading System in the Stock Exchange. Resolved further that the Council of Management be and is hereby authorised to make the necessary payments and-give necessary discharges and to enter into necessary agreement, contracts in connection with the selection of a proper technology solution". After the said Resolution the Committee had visited and studied the similar projects inducted by the National Stock Exchange, Bombay Stock Exchange and Delhi Stock Exchange. They had also met the President and Executive Directors of various Stock Exchanges. Prof. N. N. Jani of Department of Computer Science. Saurashtra University, Rajkot was appointed as a consultant and with his help, offers of lead undertakings in the said business, namely, C. M. C. , T. C. S. and C. M. S. were called and they were considered by consultant Prof. Jani and as per his advice and taking into consideration, the costs quoted by the three companies which had installed similar systems for National Stock Exchange. Bombay Stock Exchange and Delhi Stock Exchange, they approved and accepted the offer of the respondent No. 2 which was the lowest offer. It is contended that there is no favouritism or arbitrariness in selecting respondent No. 2. According to them, two letters which the petitioner has referred to in his petition, are, considered then it would be clear that they did not give specific details so as to treat as proper and valid offer by the petitioner. It is contended that the contract in question is given to the best possible person and by taking into consideration the protection of the interest of the members of the respondent No. 1. The procedure followed by the Committee in selecting the agency for fulfilling the contract could not be said to be either illegal or unreasonable or irrational. It is thus contended that the present petition should be dismissed. The procedure followed by the Committee in selecting the agency for fulfilling the contract could not be said to be either illegal or unreasonable or irrational. It is thus contended that the present petition should be dismissed. ( 4 ) THERE is no dispute of the fact that respondent No. 1 is a recognised Stock Exchange as per the provisions of the said Act. No doubt respondent No. 1 is not getting any financial assistance either from the State or Central Government. But merely because it is not getting any finances either from the State or Central Government, no conclusion could be drawn that the respondent No. 1 does not fall within the provisions of expression "state" contained in Art. 12 of the Constitution of India. If the provision of Sec. 5 of the said Act is considered, then it would be quite clear that the Central Government has got option to withdraw the recognition given to a Stock Exchange in the interest of trade or in the public interest. Under Sec. 6 the Central Government has got power to call for periodical returns or direct inquiries to be made. Under Sec. 7 every recognised Stock Exchange is bound to furnish to the Central Government a copy of the annual report containing the prescribed particulars. Under Sec. 8 the Central Government could also direct the Stock Exchange to make certain Rules. Under Secs. 13 and 14 contracts in the notified areas otherwise than between the members of the recognised Stock Exchange shall be illegal and void. Under Sec. 19 Stock Exchanges other than recognised Stock Exchanges are prevented. Under Sec. 20 there is a complete prohibition of option in securities. Now all these provisions and other provisions of the said Act are taken into consideration, then it would be quite clear that the respondent No. 1 become a statutory corporation so as to come within the provisions of Art. 12 of the Constitution of India. ( 5 ) AS I have come to the conclusion that the respondent No. 1 is a public corporation; the action of the respondent No. 1 in the matter of awarding the contract has to satisfy that its action is fair and reasonable. No doubt, giving contract is a discretion of the respondent No. 1. ( 5 ) AS I have come to the conclusion that the respondent No. 1 is a public corporation; the action of the respondent No. 1 in the matter of awarding the contract has to satisfy that its action is fair and reasonable. No doubt, giving contract is a discretion of the respondent No. 1. But merely because of its discretion, it cannot act arbitrarily or its sweet-will cannot award the contract to any private individual it wishes. The respondent No. 1 must act in conformity with the normal rules and regulations and standards of awarding contracts and must not act arbitrarily. irrationally or irrelevantly. It is, however, the well recognised principle that certain nature of "fair-play in joints" is necessary for a public body functioning in an administrative sphere. This Court can have jurisdiction to review its order to prevent arbitrariness or favouritism. It is settled law that there can be no question of infringement of Art. 14 if the public body tries to get the best person for completing the contract. Right choose cannot be construed as arbitrary power. Of course, if the said power is exercised in collateral purposes, exercise of that power will be struck down. Judicial questioning in such administrative matters had been to find out the right balance between the administrative discretion to decide the matter and the fairness in the decision of judicial review is not concerned with the merits of the decision but the decision-making process itself. In the case of Tata Cellular v. Union of India, reported in AIR 1996 SC 11 the apex Court has considered all its earlier decisions as well as the decisions of English and American Courts and has laid down the following principles regarding exercise of judicial review in para No. 113 on page 32 as under :"the principles deducible from the above are : (1) The modern trend points to judicial restraint in administrative action. (2) The Court does not sit as a Court of appeal but merely reviews the manner in which the decision was made. (3) The Court does not have the expertise to correct the administrative decision. If a review of the administrative decision is permitted it will he substituting its own decision, without the necessary expertise which itself may be fallible. (2) The Court does not sit as a Court of appeal but merely reviews the manner in which the decision was made. (3) The Court does not have the expertise to correct the administrative decision. If a review of the administrative decision is permitted it will he substituting its own decision, without the necessary expertise which itself may be fallible. (4) The terms of the invitation to tender cannot be open to judicial scrutiny because the invitation to tender is in the realm of contract. Normally speaking, the decision to accept the tender or award the contract is readied by process of negotiations through several tiers. More often than not, such decisions are made qualitatively by experts. (5) The Government must have freedom of contract. In other words, a fair-play in the joints is a necessary concomitant for an administrative body functioning in an administrative sphere or quasi-administrative sphere. However, the decision must not only be tested by the application of Wednesbury principle of reasonableness (including its other facts pointed out above) but must be free from arbitrariness not affected by bias or actuated by mala fides. (6) Quashing decisions may impose heavy administrative burden on the administration and lead to increased and unbudgeted expenditure. " ( 6 ) IF the pleadings of the petitioner as well as submissions made on behalf of the petitioner are considered, then it would be quite clear that there is no allegation or claim of any favouritism by the respondent No. 1. The main grievance of the petitioner seems to be of not calling for tenders by issuing a public advertisement and not considering the petitioner for the contract in question. But the procedure followed by the respondent No. 1 in selecting the respondent No. 2 for the contract in question has been narrated in detail by the respondent No. 1 in the affidavit- in-reply. The respondent No. 1 had appointed a Committee for the purpose of entrusting the work in question. The Committee had also consulted an expert before giving the contract in question. It is very pertinent to note that the petitioner has not claimed that Prof. N. N. Jani of Department of Computer of the Saurashtra university is not a proper person for the purpose of consulting in giving the contract in question. The material produced along with the affidavit-in-reply as well as the. It is very pertinent to note that the petitioner has not claimed that Prof. N. N. Jani of Department of Computer of the Saurashtra university is not a proper person for the purpose of consulting in giving the contract in question. The material produced along with the affidavit-in-reply as well as the. contents of the affidavit-in-reply clearly, show that the Committee appointed by the general Body of respondent No.) had visited other Stock Exchanges wherein "computerised On-Line Trading System" is introduced and implemented and has considered those companies which had done computerised "on-Line Trading system" in other Stock Exchanges. Out of all those three companies, the offer given by the respondent No. 2 was the lowest offer and the earlier experience of respondent no. 1 with other Stock Exchanges which had introduced said system was good and only on the recommendation of the expert who was selected as a consultant by the respondent No. 1, the offer of respondent No. 2 has been accepted. Therefore, the method followed by the respondent No. 1 in selecting the respondent No. 2 in giving the contract in question could not be said to be either unreasonable, irrational or arbitrary. It could not be also said that said procedure is unfair and unjust. As stated earlier, there is no material on record to hold that there is any favouritism in selecting the respondent No. 2. Respondent No. 1 has selected the best person at the lowest price for the contract in question. Therefore, in the circumstances, it is very difficult to interfere with the discretionary power exercised by the respondent No. 1 by exercising judicial review. ( 7 ) NO doubt, the petitioner has averred in his petition that he could have completed the said work within a crore of rupees. But if the letters of the petitioner dated 15/07/1996 and 25/08/1996 are read, then it would be quite clear that it is not possible to hold that the petitioner had given a definite offer by giving all the specifications and details for less than one crore of rupees. Now, apart from this, if the list of the customers given by the petitioner along with the petition at Annexure-A is Considered then the computerisation work carried out by the petitioner is in respect of small unit mentioned in the said list. Now, apart from this, if the list of the customers given by the petitioner along with the petition at Annexure-A is Considered then the computerisation work carried out by the petitioner is in respect of small unit mentioned in the said list. The offer of the petitioner is also not definite offer for a definite sum giving specific details. Apart from this, if the respondent No. 1 has chosen a best known person in the field having carried out the similar work in respect of other Stock Exchanges and not considered the claim of the petitioner for want of details and on account of not having higher experience in the field, the act of respondent No. 1 could not be termed as arbitrary, unreasonable, unfair and unjust. ( 8 ) IN the circumstances, I hold that present petition deserves to be dismissed and the same is accordingly dismissed. Notice discharged with no order as to costs. .