Judgment :- These Writ Petitions concern the sale of the reclaimed land by the Goshree Islands Development Authority for meeting the expense incurred by it, for constructing three bridges to connect Ernakulam mainland to Vypin Island. The petitioner in W.P.(C). 15048/2005 is Mr. K. Venogopalan Nair. His proprietary concern M/s. Hotel Venus International, is the petitioner in W.P.(C) 15032/2005. A partnership firm, in which, he is the major partner and his sister alone is the other partner, is the petitioner in W.P.(C) 15052/2005. W.P.(C) 15032/2005 was treated as the main case, at the time of hearing the Writ Petitions. Therefore, the said case is dealt with first. W.P.(C) 15032/2005: 2. The brief facts of the case, which are absolutely necessary for the disposal of the writ petition, are summarized below: 3. The Government of Kerala assigned 25 hectares of ‘kayal puramboke’ (Government land by the side of back waters) to the 1st respondent Goshree Islands Development Authority (hereinafter referred to as GIDA), subject to certain conditions. One of the conditions was that the land was not alienable for 12 years. Later, the Government, by Ext.P1 order dated 7.1.2003, permitted GIDA to sell the land in public auction, either in part or in full. The three attempts made by GIDA, to sell the said land, were not successful. Later, the GIDA issued Ext.P3 tender notification dated 10.1.2005, inviting tenders for the sale of the said land in part or in full. In the pre-bid meeting held on 10.2.2005, the District Collector, who is the Secretary of GIDA, gave an assurance that exemption from the provisions of the Kerala Land Reforms Act, concerning ceiling for the land that can be held by a person, will be granted by the Government, by issuing appropriate notification in this regard within a few days. The said assurance is contained in Ext.P5 minutes of the meeting. The tenders were opened on 16.2.2005. The petitioner and its sister concerns submitted their tenders for various plots. The total extent of land, for which they submitted their bids, exceeded the ceiling limit fixed in the Kerala Land Reforms Act. Except in the case of one plot, the petitioners in the above three writ petitions were found to be the highest bidders for all other plots. 4. The total extent of land, for which they submitted their bids, exceeded the ceiling limit fixed in the Kerala Land Reforms Act. Except in the case of one plot, the petitioners in the above three writ petitions were found to be the highest bidders for all other plots. 4. The General Council of GIDA, which met on 28.2.2005, decided to accept those tenders, which will be evident from Ext.P6 minutes of the said meeting. The petitioner addressed Ext.P7 communication to the Chief Minister, who is the Chairman of GIDA, stating that it is willing to get the sale deeds executed before 31.3.2005, so that the additional liability, arising out of the enhancement of stamp duty, can be avoided. As per the tender conditions, the sale can be confirmed, if only the government accept the price offered. The Government, on 29.3.2005, decided to accept the tenders of the petitioner and its sister concerns. The GIDA issued letters of confirmation (Ext.P10 and similar letters) dated 30.3.2005, accepting their tenders. Those letters were received by them on 23.4.2005, 27.4.2005 and 28.4.2005 respectively. 5. As per the tender conditions contained in Ext.P4, the petitioner and its sister concerns were to give two bank guarantees each, covering 20% of the bid amount (total 40%) for every accepted bid, within 10 days of the receipt of the confirmation letter. The petitioner addressed Ext.P8 communication on 31.3.2005 to the GIDA, requesting to expedite the issuance of the exemption notification. The petitioner further requested that the time limit for giving bank guarantee should be reckoned as within 10 days from the date of issuance of the exemption notification by the Government. The GIDA issued Ext.P12 letter dated 13.4.2005, rejecting the request made by the petitioner in Ext.P8. The petitioner submitted Ext.P9 letter on 20.4.2005, praying to expedite the action sought in Ext.P8. While submitting the said letter, the petitioner had not received Exts.P10 or P12. In the meantime, on 26.4.2005, the petitioner requested the GIDA to issue the proforma or draft of the bank guarantee to be furnished by it. While so, the newspapers reported that the State Cabinet, on 27.4.2005, has taken a decision to grant exemption to the land in question. The petitioner, on 30.4.2005, addressed Exts.P13 and P14 letters to the Secretary, GIDA and the Chief Minister, the Chairman of GIDA to reconsider the stand of the GIDA, taken in Ext.P12. While so, the newspapers reported that the State Cabinet, on 27.4.2005, has taken a decision to grant exemption to the land in question. The petitioner, on 30.4.2005, addressed Exts.P13 and P14 letters to the Secretary, GIDA and the Chief Minister, the Chairman of GIDA to reconsider the stand of the GIDA, taken in Ext.P12. The GIDA furnished the draft of the bank guarantee to the petitioner on 4.5.2005. The petitioner on 4.5.2005 itself submitted Ext.P17 letter to the Secretary, GIDA, requesting him to effect certain modifications in the draft of the bank guarantee, to make it in tune with the tender conditions. On 6.5.2005, this Court, in W.P.(C) 13735/2005, issued an interim order, directing the GIDA not to modify the tender conditions. The said Writ Petition was filed by the 2nd highest bidder for some of the plots. When the said Writ Petition came up for further, hearing on 16.5.2005, the learned standing counsel for GIDA submitted before this Court that the Secretary, GIDA has already rejected the tenders of the petitioner and its sister concerns, on 13.5.2005. The petitioner immediately obtained copies of those communications from the office of the GIDA. Those communications are produced in this Writ Petition as Ext.P18 series. This Writ Petition was filed, challenging Ext.P18 series, on 19.5.2005. On 20.5.2005, the Government issued an exemption notification under Section 81 of the Kerala Land Reforms Act, exemption the land owned by the GIDA from the operation of the provisions contained in Chapter III of the Land Reforms Act. The General Council of GIDA, which met on 21.5.2005, decided, inter alia, to ratify Ext.P18 series decisions of the Secretary, GIDA. So, the Writ Petition was amended, challenging the said decision of the General Council of GIDA. The decision of the General Council dated 21.5.2005 is Ext.R1(a). By the said proceedings, it was also decided to accept the offer of the next highest bidder, for three plots, as the said firm came forward to match its price with that of the petitioner. The said 2nd highest bidder had got itself impleaded in this writ petition as additional 5th respondent. 6. The petitioner challenges the decision of the Secretary, rejecting the tenders and also the decision of the General Council of GIDA, ratifying it. According to it, those decisions are arbitrary and unjust. The said 2nd highest bidder had got itself impleaded in this writ petition as additional 5th respondent. 6. The petitioner challenges the decision of the Secretary, rejecting the tenders and also the decision of the General Council of GIDA, ratifying it. According to it, those decisions are arbitrary and unjust. Without there being an exemption notification, the petitioner cannot make any offer and the GIDA cannot make any valid acceptance also. The issuance of the exemption notification was an implied condition of the tender. So, only when the said condition is satisfied, the petitioner is bound to give bank guarantee. The time for giving bank guarantee can run only from the date of exemption notification. But, in this case, even before the exemption notification was issued, the tenders of the petitioner and its sister concerns, were cancelled. The petitioner has a case that the exemption notification was delayed under extraneous influence. The petitioner’s Bankers insisted for exemption notification for giving bank guarantee and for financing the purchase of the land, as evident from Ext.P11. The petitioner cannot take the risk of giving bank guarantee in the absence of the said notification. So, without the said notification, it was not possible for the petitioner to perform its part of the contract. So, the petitioner prays for quashing Ext.P18 series and also Ext.R1(a), to the extent it affects it. 7. The GIDA and the additional 5th respondent have filed separate counter affidavits. According to them, the petitioner should have given bank guarantee within 10 days of the date of receipt of the confirmation letter. The respondents have a case that the petitioner deliberately delayed the receipt of the intimation, conveying confirmation. The petitioner has offered its explanation dealing with those allegations. According to the contesting respondents, exemption need be made available only at the time of execution of the sale deed and not when the petitioner furnishes bank guarantee on receipt of the confirmation letter. Once the two bank guarantees as contemplated under clause 10 of Ext.P4 are not furnished, the tenders will automatically stand rejected without there being any overt action from the part of the GIDA. So, in terms of the tender conditions, the tenders of the petitioner and its sister concerns stood automatically rejected, on the lapse of 10 days from the date of receipt of the confirmation letters. So, in terms of the tender conditions, the tenders of the petitioner and its sister concerns stood automatically rejected, on the lapse of 10 days from the date of receipt of the confirmation letters. Therefore, the respondents seek to sustain the cancellation of the tenders by the Secretary, GIDA and its affirmation by the General Council. 8. The petitioner has filed a reply affidavit dealing with the contentions of the GIDA and also praying to take action against the Secretary of GIDA for perjury. So, the GIDA has filed an additional affidavit, explaining the discrepancies in its earlier affidavit and also placing additional materials against the petitioner. The petitioner has filed a reply affidavit to that additional affidavit also. 9. Heard the learned counsel on both sides. Mr. Kurian George Kannanthanam, learned counsel for the petitioner submitted that in view of the provisions contained in Sections 83 and 87 of the Kerala Land Reforms Act and also the offer of the GIDA to sell the entire land as a single plot, it was mandatory to have the exemption notification under Section 81 of the Act, before entering into any agreement. Any agreement, in the absence of an exemption notification, will be invalid, in the light of Section 23 of the Contract Act. The GIDA promised, as evident from Ext.P5, that the exemption notification will be available within a few days. Even after a few weeks and a few months, the notification was not available. The petitioner paid Rs.6.68 crores as E.M.D. and it has to give bank guarantee for 40% of the amount, which will come to Rs.118 crores. So, the issuance of exemption notification is a condition precedent to compel a tenderer to shoulder such a huge liability. In view of Section 52 of the Contract Act, it is submitted, the GIDA should have obtained the exemption notification, before calling upon the petitioner to give bank guarantee. 10. The learned standing counsel Sri. M. Ajay for the GIDA submitted that exemption need be available only at the time of execution of the agreement of sale and not for the execution of the agreement for sale of land on a future date. In other words, the exemption need be available only at the time of execution of the sale deed. M. Ajay for the GIDA submitted that exemption need be available only at the time of execution of the agreement of sale and not for the execution of the agreement for sale of land on a future date. In other words, the exemption need be available only at the time of execution of the sale deed. In support of the above submission, reliance is placed on the decisions of the Apex Court in Satappa v. Appayya (AIR 1968 SC 1358), Mr. Chandnee Widya Vati Vs. Dr. C.L. Katial (AIR 1964 SC 978) and Bhagat Ram Vs. Kishan (1985) 3 SCC 128). Other contentions are also raised, including the one that the GIDA was incapable of giving extension of time in violation of the stipulations in the tender notification. 11. Sri. V. Giri, learned counsel appearing for the additional 5th respondent fully supported the contentions of the GIDA. According to him, all parties, including this Court, are bound by the terms of the tender, in the absence of any challenge to them. The agreement for sale is not vitiated for want of exemption notification. The tender of the petitioner stood cancelled by the operation of the self working clause in the tender. The prohibition under the Land Reforms Act becomes relevant only at the time of execution of the sale deed. Going by Section 52 of the Contract Act, the petitioner should have furnished the bank guarantees within 10 days of receipt of the confirmation letter. The petitioner deliberately delayed the receipt of the confirmation letter and this is an unmeritorious conduct, disentitling it to invoke the jurisdiction of this Court under Article 226 of the Constitution of India. The petitioner has chosen not to challenge the acceptance of the bid of the 5th respondent and therefore, no relief can be granted to it in this Writ Petition. Other contentions are also raised. The learned counsel, in support of his submissions, relied on the decisions of the Apex Court in Satyabrata v. Mugneeram (AIR 1954 SC 44), Satappa vs. Appayya (AIR 1968 SC 1358), Narandas vs. S.A. Kamtam (AIR 1977 SC 774) and Tata Cellular v. Union of India (1994) 6 SCC 651). 12. Another unsuccessful tenderer has got itself impleaded in the Writ Petition as additional 6th respondent. The learned senior counsel Sri. 12. Another unsuccessful tenderer has got itself impleaded in the Writ Petition as additional 6th respondent. The learned senior counsel Sri. N.N. Sugunapalan, appearing for the said respondent submitted that the entire tender proceedings are vitiated for not issuing the exemption notification before Ext.P3 notification was issued. 13. The point that arises for decision in this case is, whether the GIDA can insist that the petitioner should give bank guarantee even before the notification under Section 81 of the Land Reforms Act is issued by the Government. The issuance of the exemption notification is necessary for the petitioner and its sister concerns to hold or own the land for which their offer is the highest. It is common case that the issuance of the exemption notification is necessary for the conclusion of the sale of the land. In other words, parties by their words and conduct, accept the issuance of the said notification as an implied and essential condition of the tender. The only dispute is as to when the exemption notification should be available, whether it should be at the time of giving bank guarantee or at the time of execution of the sale deed. The power to grant exemption under Section 81 of the Kerala Land Reforms Act, is a power to be exercised by the Government as the delegate of the Legislature. Such a power has been held to be legislative in nature and no court can compel the Government to issue an exemption notification under Section 81 of the Land Reforms Act. Even if there is a promise by the Government, this being within the realm of policy, Government can always resile from it. Suppose a political group launches an agitation against the sale of the property at the price now offered, the Government, which are bound to be sensitive to the views of the public at large, can always refrain from issuing an exemption notification, which was promised to be issued earlier, for paving the way for sale of the land in excess of the ceiling limit. So, neither the petitioner nor its Bankers can be sure that the exemption notification will be issued. The GIDA is not competent to carry out its promise regarding exemption. It can only request the Government to issue an exemption notification. The stakes involved are very high. So, neither the petitioner nor its Bankers can be sure that the exemption notification will be issued. The GIDA is not competent to carry out its promise regarding exemption. It can only request the Government to issue an exemption notification. The stakes involved are very high. By offering bank guarantee, the petitioner will be burning its boat and it cannot go back. So, the petitioner is entitled in law to insist that the exemption notification is made available before it gives the bank guarantee. The GIDA cannot compel the petitioner to make a leap into the dark. It was bound to illumine the path by procuring the exemption notification, which it promised to get within a few days and not within a few weeks. The actions of the GIDA must be just, fair and reasonable. Fair play in action demands, the GIDA should not have issued the confirmation letter before the exemption notification was available. Going by Section 52 of the Contract Act, the GIDA should have honoured the promise, it held out in Ext.P5 minutes, the is, to obtain the exemption notification within a few days, before issuing the confirmation letters. That means, at any rate, the exemption notification should have been made available atleast, by 30th March, 2005, the date of Ext.P10. Every one knew that no one can validly purchase the land as offered by the GIDA without an exemption notification. No man in his senses will purchase the land, to surrender it to the Government as surplus land, under Section 87 of the Land Reforms Act. So, the availability of the exemption notification, as held earlier, was an essential and implied condition of the tender. Ext.P5 minutes stipulates the time limit within which, it will be available, as ‘a few days’. The promise under Ext.P5 dated 10.2.2005 was absolutely necessary to get best offers for the plots, which were to be submitted on 16.2.2005. Section 52 of the Contract Act reads as follows: “52. Ext.P5 minutes stipulates the time limit within which, it will be available, as ‘a few days’. The promise under Ext.P5 dated 10.2.2005 was absolutely necessary to get best offers for the plots, which were to be submitted on 16.2.2005. Section 52 of the Contract Act reads as follows: “52. Order of performance of reciprocal promises:-- Where the order in which reciprocal promises are to be performed is expressly fixed by the contract, they shall be performed in that order; and where the order is not expressly fixed by the contract, they shall be performed in that order which the nature of transaction requires.” Going by the above provision, in view of the time limit promised under Ext.P5 all the tenderers are entitled to insist that GIDA shall make available the exemption notification within a few days, at any rate, it should have been made available by 30.3.2005, the date of Ext.P10. So, the confirmation of the tender, which will result in the petitioner shouldering a huge liability of Rs.118 crores, could have been issued, only after the issuance of the exemption notification, in the light of the provisions in Section 52 of the Contract Act quoted above. 14. The contention of the respondents that the exemption notification need be available only at the time of execution of the sale deed cannot be accepted, in view of the express promise held out in Ext.P5 that the same will be made available within a few days. If the Secretary, GIDA in Ext.P5, had promised that the exemption notification would be available by the time of execution of the sale deed, then the contention of the respondents could be accepted. In view of the facts of this case, I feel that a detailed reference to the decisions cited by the respondents is not necessary. The principles laid down in those decision are not applicable to the facts of this case. 15. The contention of the respondents that the petitioner deliberately delayed the service of the confirmation letter on it and so, its hands are not clean and therefore, the Writ Petition should be dismissed without hearing it on merits, cannot be accepted. The petitioner, in the reply affidavit, has explained how the delay in receiving the confirmation letter occurred. 15. The contention of the respondents that the petitioner deliberately delayed the service of the confirmation letter on it and so, its hands are not clean and therefore, the Writ Petition should be dismissed without hearing it on merits, cannot be accepted. The petitioner, in the reply affidavit, has explained how the delay in receiving the confirmation letter occurred. Further, even assuming there is some element of truth in the allegation, the said conduct does not affect the merit of the case of the petitioner that the confirmation letter could have been issued, only after the Government issued the exemption notification. 16. When an action of the competent authority is found to be ultra vires, the petitioner is entitled to get the said action quashed ex debito justitiae. Even when it is found to be ultra vires and this Court declines to interfere with it, the same will destroy the legitimacy of the judicial process. Lord Shaw in Scott v. Scott (1913 AC 417) observed that “To remit the maintenance of constitutional right to the region of judicial discretion is to shift the foundations of freedom from the rock to the sand”. The learned author H.W.R. Wade, in his Administrative Law 6th Edition, quoting the above statement of law, observed: “There are grave objections to giving the courts discretion to decide whether governmental action is lawful or unlawful: the citizen is entitled to resist unlawful action as a matter of right, and to live under the rule of law, not the rule of discretion. ‘To remit the maintenance of constitutional right to the region of judicial discretion is to shift the foundations of freedom from the rock to the sand.’ The true scope for discretion is in the law of remedies, where it operates within narrow and recognised limits and is far less objectionable. If the courts were to undermine the principle of ultra vires by making it discretionary, no victim of an excess abuse of power could be sure that the law would protect him.” The above statement of law of the learned author has been noticed with approval by the Divisional Court in Bugg v. Director of Public Prosecutions (1993) 2 All ER 815). Lord Hoffmann in his speech in the House of Lords in R v. Wicks (1997) 2 All ER (HL) 801), after quoting the above passage, said, he entirely agrees with it. Lord Hoffmann in his speech in the House of Lords in R v. Wicks (1997) 2 All ER (HL) 801), after quoting the above passage, said, he entirely agrees with it. In the light of the above principles, the contention of the respondents that this Court should refuse to exercise the jurisdiction under Article 226 of the Constitution, is liable to be rejected. 17. The learned counsel for the additional 5th respondent submitted that Ext.R1(a) not only contains the decision to ratify Ext.P18 series communications, but also the decision to accept the offer of the said respondent for three plots. There is no challenge to that part of the order in favour of the 5th respondent. So, according to him, the petitioner is not entitled to get any relief in the Writ petition, in relation to the three plots, for which it is the 2nd highest bidder. I am afraid, the said contention cannot be accepted, in the light of the law governing dependent orders. A Division Bench of this Court in P. Panicker v. Venugopalan Nair (1993 (2) KLT 641) has considered the fate of dependent orders on setting aside primary orders. It was held in the said decision as follows: “13. The principle relating to ‘dependent orders’ is well-settled in law. If a particular order is set aside by the court, it does without saying that the consequential or dependent orders, if any, passed on the basis of the orders so set aside, will also normally fall to the ground as a matter of course and need not be specifically set aside. In that view of the matter, the consequential declaration of the appellants, as elected to the Managing Committee, automatically falls through without the need for being set aside separately. Venkatachalaiah, J. (as he then was) in G. Ramegowda Vs. Spl. L.A. Officer, Bangalore (AIR 1988 SC 897), para 5 observed: “This is an instance of what are called ‘dependent orders’ and if the order excusing the delay is itself set aside in these appeals, the further exercise made in the meanwhile, by the High Court finally disposing of the appeals would be rendered nugatory”. The same principle is, more or less, laid down in C.N. Ambrose v. Meenakshi (AIR 1953 TC 109) and in S. Venkatarama Ayyar v. Unnamalai Ammal (AIR 1951 Mad. 883), while dealing with remand orders. The same principle is, more or less, laid down in C.N. Ambrose v. Meenakshi (AIR 1953 TC 109) and in S. Venkatarama Ayyar v. Unnamalai Ammal (AIR 1951 Mad. 883), while dealing with remand orders. Any decree passed by the trial court pursuant to the order of remand would stand automatically vacated by operation of law when the remand order is set aside by the High Court. Yet another instance of ‘dependent orders’ is where, upon the setting aside of a preliminary decree, there results an automatic setting aside, by operation of law, of any final decree passed on the basis of the preliminary decree (see Lakshmi v. Marudevi (AIR 1915 Mad. 197) and Rangiah Vs. Peddireddi (AIR 1957 AP 330).” The 5th respondent was allotted three plots as the bids in relation to them made by the petitioner or its sister concerns were rejected by Ext.P18 series orders. In view of the above decision of the Division Bench, once Ext.P18 series orders and Ext.R1(a) decision to the extent, they are challenged, fall to ground, the decision in favour of the 5th respondent, which is only a dependant order, also automatically collapses. 18. In view of the above position, it is clear that the GIDA could have called upon the petitioner to give bank guarantee by issuing the confirmation letter only after the issuance of the exemption notification by the Government under Section 81 of the Land Reforms Act. Therefore, Ext.P18 series communications and also Ext.R1(a) decision, to the extent it is challenged, are quashed. The GIDA is directed to issue a fresh confirmation letter and also a proper proforma for bank guarantee, which is in tune with the tender conditions, to the petitioner within seven days from the date of receipt of a copy of this judgment. If the petitioner does not give the bank guarantee as contemplated under the tender conditions within 10 days of the receipt of this fresh confirmation letter, its tender shall stand automatically rejected and the EMD deposited by it shall stand forfeited to the GIDA. The Writ Petition is allowed as above. There will be no order as to costs. W.P.(C) Nos.15048 & 15052/2005: The judgment in W.P.(C) 15032/2005 will govern these cases also. So, they are disposed of, quashing the impugned orders and further ordering that the directions issued in that case shall be treated as the directions in these cases also.