S. B. SINHA, J. ( 1 ) LEAVE granted. ( 2 ) VALIDITY of orders of recession of allotment of industrial plots and resumption thereof by the appellants herein is in question in this batch of appeals. ( 3 ) WITH a view to appreciate the questions involved herein, the factual matrix of the matter, however, would be noticed from Civil Appeal arising out of SLP (C) No. 14074 of 2006. ( 4 ) APPELLANT - Corporation is a public sector undertaking. Its principal function is allotment of industrial plots belonging to the State of Haryana. It was set up as a catalyst for promoting economic growth and accelerating the pace of industrialization. It not only provides financial assistance to the industrial concerns by way of term loans; it also develops infrastructure for setting up of industrial units. The Corporation also invests money in developing the industrial estates at strategic locations. In exercise of its functions, it also allots industrial plots to entrepreneurs for setting up their industries on "no profit no loss" basis. The entrepreneurs, according to the Corporation, must be the deserving ones. For the said purpose, it keeps in mind the principle that allotment of land should not be made to speculators who invest in property for getting high returns on escalation of price. ( 5 ) RESPONDENT No. 1 is a partnership firm. It was previously known as M/s. Dysa International (Firm ). It applied for allotment of 1000 sq. m. size plot in IMT, Manesar. The Allotment Committee of the Corporation having found the respondent to be eligible for allotment, allotted plot No. 177 in Sector 6, IMT, Manesar measuring 1012. 50 sq. m. wherefor a letter of allotment was issued on 10. 01. 2001. ( 6 ) WE may notice the relevant clauses thereof. ( 7 ) NOTE appended to Clause 3 of the said letter of allotment states that in the event of failure to comply with the terms and conditions by the Regular Letter of Appointment (RLA) holder, the allotment of an Industrial plot/ shed, within the stipulated period, the RLA shall automatically lapse and 10% application money deposited towards the cost of the plot/shed shall be refunded without any interest. However, if the allottee makes a request for the surrender of the plot/shed after complying with the terms and conditions, then the Principal amount will be refunded without any interest after making a deduction of 10% of the cost of the plot/shed. ( 8 ) CLAUSE 4 provides for other Terms and Conditions governing schedule of payment of the balance 75% of the price of plot/shed. ( 9 ) CLAUSE 6 provides for the consequences of non-payment of the balance amount or non-fulfillment of the terms and conditions of the Letter of Allotment/agreement. In such an event, the RLA shall stand withdrawn with the resumption of the plot/shed and refund of the deposit without any interest with 10% deduction. ( 10 ) CLAUSE 8 provides for the Schedule of Construction and "going into Production". It mandates the allottee to commence construction of building as per the approved building plans within a period of one year from the date of the offer of possession. The allottee will be required to start commercial production within a period of three years from the date of offer of possession. Extension for commencement of construction can be granted for 6 months maximum if circumstances were beyond the control of the allottee. Similarly, extension of one year can be granted for commencement of commercial production for reasons beyond its control and only if 10% of the permissible area has been constructed and effective steps taken for completion of project subject to payment of the extension fee. ( 11 ) AN allottee will be deemed to have completed the project if he constructs minimum 25% of the permissible covered area and starts commercial production within the period specified therein. ( 12 ) CLAUSE 14 provides for consequences of non-adherence to the schedule of payment and schedule of implementation. In such an event and on an unsatisfactory reply to the show cause notice, the HSIDC is empowered to the plot/shed and the principal amount is to be refunded without payment of interest and after deduction of the 10% of the plot/shed. ( 13 ) CLAUSE 26 provides for the resumption of plots by HSIDC in the event of non-compliance of the terms and conditions after giving show- cause notice therefor. The principal amount will be refunded without payment of interest and after deduction of the 10% of the plot/shed without interest. ( 13 ) CLAUSE 26 provides for the resumption of plots by HSIDC in the event of non-compliance of the terms and conditions after giving show- cause notice therefor. The principal amount will be refunded without payment of interest and after deduction of the 10% of the plot/shed without interest. The allottee will be free to remove the structure/debris within a period of 2 months of resumption order at his own cost. The allottee will not be entitled to any payment/compensation for building constructed by it on the resumed plot. ( 14 ) CLAUSE 27 provides that no restoration of resumed plots shall be allowed. ( 15 ) THE agreement also provides for an appeal against the order of the competent authority of the Corporation before the Commissioner, Industries, Government of Haryana. ( 16 ) AN offer of physical possession was made to the firm by the Corporation by a letter dated 20. 12. 2001 wherein the schedule of payment in five instalments beginning from 1. 07. 2002 to 1. 07. 2004 was specified. ( 17 ) IT was furthermore stipulated:. . . You are, therefore, requested to deposit the installments along with interest @ 18% per annum from the date of offer of possession on the due dates otherwise you would be liable to pay penalty equivalent to 10% of the amount due and if you fail to pay the penalty within the prescribed period which would be specified by the Estate Manager, the plot would be liable for resumption after affording you opportunity of personal hearing before MD/hsidc. ( 18 ) IT, however, appears that handing over of actual possession took some time and possession was handed over only on 8. 12. 2003. At the time of handing over of possession, the area of the land, measurement thereof as also the boundaries were delineated. ( 19 ) INDISPUTABLY, Respondent No. 1 herein filed an application for construction of the building on 19. 12. 2003. Indisputably, again the permission for construction of the buildings was to be granted only by the Corporation. The Corporation itself granted permission only on 20. 03. 2004 whereafter the construction started. It was completed in May, 2005. ( 20 ) THE Corporation, however, by a letter dated 13. 07. 12. 2003. Indisputably, again the permission for construction of the buildings was to be granted only by the Corporation. The Corporation itself granted permission only on 20. 03. 2004 whereafter the construction started. It was completed in May, 2005. ( 20 ) THE Corporation, however, by a letter dated 13. 07. 2004 asked the firm as to what steps had been taken by it for constructions of the plot in question with documentary proof as also need to apply for extension on the premise that offer of possession was issued on 1. 01. 2002 and the construction activity, thus, was required to be started within one year therefrom and production of the Unit should have been started from the date of offer of possession. ( 21 ) RESPONDENT No. 1 intimated about the change of the constitution of its firm. It by a letter dated 30. 11. 2004 categorically stated: we could not start the construction on the above mentioned plot, due to some financial constraints. We are pleased to inform you that we have been able to arrange sufficient funds for the construction and have already started the construction of your factory at the above mentioned plot. The factory will be operational within three months. Since we have the building plans approved by your department and have obtained temporary connections for water and electricity, the construction is going on in full swing. Regarding the balance amount, enclosed please find Demand Draft No. 000433 for Rs. 908461/- drawn on HDFC Bank. This clears our account as mentioned in your letter. Copy of the approval of the building plan is attached herewith for your reference. ( 22 ) DESPITE the same, as no action was taken, a legal notice was issued by the Respondent No. 1 through its lawyer dated 1. 03. 2005 inter alia drawing its attention to: (i) Actual physical possession had been handed over on 9. 12. 2003 and the building plans were approved by the Corporation on or about 20. 03. 2004. (ii) Steps for construction had been intimated to the Corporation together with a letter for extension of time. (iii) Pursuant to the show cause notice dated 2. 11. 2004, a sum of Rs. 9,08,461/- had been remitted. 12. 2003 and the building plans were approved by the Corporation on or about 20. 03. 2004. (ii) Steps for construction had been intimated to the Corporation together with a letter for extension of time. (iii) Pursuant to the show cause notice dated 2. 11. 2004, a sum of Rs. 9,08,461/- had been remitted. (iv) 25% of the construction had been completed and despite the same the land was said to have been resumed without issuing any show cause notice although the respondent had already deposited the said sum. The Corporation was asked to withdraw the said notice of resumption. ( 23 ) BY an order dated 3. 03. 2005, however, the plot was said to have been resumed inter alia on the premise that Respondent No. 1 had violated Clause 4 of the said Agreement. A demand draft of Rs. 9,08,461/- was not accepted and a cheque for a sum of Rs. 6,83,349/- towards the refundable amount as also the demand draft for the said sum of Rs. 9,08,461/- were returned. ( 24 ) ADMITTEDLY, an appeal preferred thereagainst has been dismissed. ( 25 ) RESPONDENT No. 1 aggrieved by and dissatisfied therewith filed a writ petition before the Punjab and Haryana High Court. A Division Bench of the High Court by reason of the impugned judgment while setting aside the order of resumption as also the order of the appellate authority dated 27. 05. 2005, directed: . . . The plot in question stands restored back to the petitioner. The amount refunded by the Corporation to the petitioner shall be repaid to the Corporation within a period of two weeks from the date a certified copy of this order is received. The respondent - Corporation would be at liberty to inform the petitioner through a written communication, if there are still any outstanding dues against the petitioner - firm. On receipt of the aforesaid communication, the petitioner - firm shall be required to clear all the aforesaid outstanding dues also, within a further period of two weeks thereof. It is made clear that if the payments as notice above are not made by the petitioner - firm, the present petition shall be deemed to have been dismissed. ( 26 ) MR. It is made clear that if the payments as notice above are not made by the petitioner - firm, the present petition shall be deemed to have been dismissed. ( 26 ) MR. A. Saran, the learned Additional Solicitor General appearing on behalf of the appellants, would submit: (i) Respondent No. 1 admittedly having violated the terms and conditions of contract, the High Court acted illegally and without jurisdiction in issuing the impugned directions. (ii) The High Court could not have entertained a writ petition in a matter arising out of a contract qua contract. It in any event it could not have condoned the delay in making payments. (iii) The High Court could not have re-written the contract. (iv) Respondents were not only aware of the terms of contract, they acted thereupon and as such they are estopped and precluded from contending that the date of actual handing over of physical possession would be the relevant date. (v) In any event, as before the High Court the appellants in their counter-affidavit categorically denied and disputed the assertions made in that behalf by the respondents herein, such disputed question of fact could not have been gone into by the High Court in exercise of its writ jurisdiction. (vi) Taking any view of the matter, the High Court should have considered as to who was to be blamed; the allottees or the Corporation and only upon arriving at a finding of fact that the respondents were not handed over actual physical possession despite all attempts made by them to obtain the same, the date of handing over of actual possession could have been held to be a relevant one. ( 27 ) MR. Puneet Bali, learned Counsel appearing on behalf of the respondent No. 1, on the other hand, would submit: (i) Appellant in its list of dates has suppressed the fact that actual physical possession had been handed over only on 8. 12. 2003 and despite the fact that within a period of seven days, the `firm' applied for sanction of the building plan, the same had been issued only on 20. 03. 2004, thus, the building having been completed within a period of 14 months and commercial production having been started, the terms of the contract had not been violated. 12. 2003 and despite the fact that within a period of seven days, the `firm' applied for sanction of the building plan, the same had been issued only on 20. 03. 2004, thus, the building having been completed within a period of 14 months and commercial production having been started, the terms of the contract had not been violated. (ii) In any event of the matter, the show cause in respect of resumption of land could be issued only upon demand of penalty and not prior thereto. (iii) The action for resumption of land and/ or forfeiture being draconian in nature could have been taken recourse to by the Corporation only as a last resort. Allotment of industrial plot keeping in view the object and purport for which the Corporation had been constituted and incorporated must be held to be a governmental function. In a case of this nature where the aim and object of the Corporation as also the State is to encourage industrialization while adjusting equity, the purpose for which the Scheme was made would be a relevant factor. Only because allotment of land has been effected through a letter, the same by itself does not make such allotment and/ or the provisions contained therein to be matters within `private law domain' as contra-distinguished from `public law domain'. The State exercises deep and pervasive control over the activities of the Corporation. ( 28 ) THE parties themselves agreed that despite the fact that the Corporation is a juristic person, an appeal against its decision shall lie to the Financial Commission of the State. Indisputably, the function of the appellant is a sovereign function. It, in any event is a State, within the meaning of Article 12 of the Constitution of India. Its action, therefore, must be fair and reasonable so as to subserve the requirements of Article 14 of the Constitution. ( 29 ) IN the aforementioned backdrop, the issue involved in the matter must be determined. ( 30 ) THE letter of allotment dated 10. 01. 2001 indisputably sets out the terms and conditions thereof. But, the same is not exhaustive. The terms and conditions were supplemented by the Corporation itself in its letter dated 20. 12. ( 29 ) IN the aforementioned backdrop, the issue involved in the matter must be determined. ( 30 ) THE letter of allotment dated 10. 01. 2001 indisputably sets out the terms and conditions thereof. But, the same is not exhaustive. The terms and conditions were supplemented by the Corporation itself in its letter dated 20. 12. 2001 when offer of handing over physical possession was made, by reason whereof not only a period of two years was provided for deposit of instalement along with interest at the rate of 18% per annum but also a provision had been made that in the event of failure to adhere to the schedule enumerated therein, penalty equivalent to 10% of the amount due would be levied. It was furthermore laid down that in the event of failure of the `firm' to pay the amount penalty within the prescribed period, the plot would be liable for resumption. The terms and conditions of letter of allotment would clearly show that resumption of the plot is not automatic. ( 31 ) THE question as to whether the allottee had failed to comply with the terms and conditions was required to be determined. The terms of the contract would have to be construed having regard to the respective rights and obligations of the parties to perform their part of contract. It provides for issuance of a show cause notice. It provides for refund of the principal amount, of course, without any interest. ( 32 ) RESUMPTION of plot, it is trite, would not be automatic. ( 33 ) CLAUSE 26 provides for an enabling clause. The decision of the Corporation is not final. An appeal lay thereagainst. ( 34 ) THE jurisdiction of a `state' to resort to the drastic power of resumption and forfeiture ordinarily should be undertaken as a last resort. Keeping in view the fact that the Corporation was obligated to comply with the principles of natural justice and, particularly, in view of the fact that was required to determine the capacity as also bona fide of an entrepreneur to start an industrial undertaking on the plots, the Corporation was required to assign some reasons as to why the plot in question had to be resumed. While doing so, it evidently was required to take into consideration its own conduct. A party cannot take advantage of its own wrong. While doing so, it evidently was required to take into consideration its own conduct. A party cannot take advantage of its own wrong. While a State takes penal action against the allottee, its bona fide would be one of the relevant factors before an order of resumption and forfeiture of the amount deposited is passed. ( 35 ) THE particulars contemplated in the letter of allotment as also the letter of offer of possession and the procedures laid down therefor were required to be scrupulously complied with. The letter of allotment as also the letter of offer of possession must be read conjointly. The very fact that not only the amount specified therein was required to be paid in instalments but also with interest at the rate of 18% per annum, was required to be borne in mind. Thus, in a case where the allottee had complied with the terms of allotment in the matter of payment of instalments, the same would be a relevant factor for exercising the enabling clause of resumption by a `state'. Not only that, a further opportunity was required to be given to the allottee even if there was some default on its part inasmuch as the appellant itself provides for levy of penalty. The power of resumption, thus, must be resorted to only in a case where despite grant of the opportunities contemplated in terms of the letter of intent were violated. ( 36 ) DESPITE issuance of letter of offer of physical possession dated 20. 12. 2001, the fact that actual possession had not been handed over for a period of two years is not in dispute. The Corporation did not say that actual possession was not taken by the respondent despite offer having been made in that behalf. It, in its anxiety to set a time limit for ensuring that the commercial production starts at an early date, was expected at least to send a reminder. It failed and/ or neglected to do so. For the purpose of approval of the building plan, the time taken by it also would have been a relevant factor for passing an order of resumption. It failed and/ or neglected to do so. For the purpose of approval of the building plan, the time taken by it also would have been a relevant factor for passing an order of resumption. ( 37 ) WE although do not intend to lay down a law that all the aforementioned period should be excluded from computation for the purpose of grant of notice of resumption, but there cannot be any doubt whatsoever that while judging the conduct of the parties, the appellant was obligated to judge its own conduct in the matter. ( 38 ) A law far less a contract does not warrant compliance of the contractual or statutory obligations where it is otherwise impossible to do. An entrepreneur may start raising constructions over a plot only when the physical possession thereof is handed over and/ or plan for construction of the building is approved. A State cannot ignore the aforementioned relevant factors. ( 39 ) IT may be true that ordinarily in a matter of enforcement of a contract qua contract, a writ court shall not exercise its jurisdiction under Article 226 of the Constitution of India. But, it is also trite that where the action of a State is violative of Article 14 of the Constitution of India as being wholly unfair and unreasonable, the writ court would not hesitate to grant relief in favour of a person, where both law and equity demands that such relief should be granted. ( 40 ) APPELLANT being a "state" within the meaning of Article 12 of the Constitution of India, it without a justification cannot make any discrimination when the parties are similarly situated. [see Mahabir Auto Stores and Ors. v. Indian Oil Corporation and Ors. , ( 41 ) MOREOVER, the act on the part of the respondent must be a reasonable one. [see Bharat Petroleum Corporation Ltd. v. Maddula Ratnavalli and Ors. ] ( 42 ) THIS Court in ABL International Ltd. and Anr. v. Export Credit Guarantee Corporation of India Ltd. and Ors. laid down the law in the following terms: 28. , ( 41 ) MOREOVER, the act on the part of the respondent must be a reasonable one. [see Bharat Petroleum Corporation Ltd. v. Maddula Ratnavalli and Ors. ] ( 42 ) THIS Court in ABL International Ltd. and Anr. v. Export Credit Guarantee Corporation of India Ltd. and Ors. laid down the law in the following terms: 28. However, while entertaining an objection as to the maintainability of a writ petition under Article 226 of the Constitution of India, the court should bear in mind the fact that the power to issue prerogative writs under Article 226 of the Constitution is plenary in nature and is not limited by any other provisions of the Constitution. The High Court having regard to the facts of the case, has a discretion to entertain or not to entertain a writ petition. The Court has imposed upon itself certain restrictions in the exercise of this power. (See Whirlpool Corporation v. Registrar of Trade Marks) And this plenary right of the High Court to issue a prerogative writ will not normally be exercised by the Court to the exclusion of other available remedies unless such action of the State or its instrumentality is arbitrary and unreasonable so as to violate the constitutional mandate of Article 14 or for other valid and legitimate reasons, for which the Court thinks it necessary to exercise the said jurisdiction. ( 43 ) [see also Sanjana M. Wig v. Hindustan Petroleum Corporation Ltd. and Noble Resources Ltd. v. State of Orissa and Anr. ] ( 44 ) IN Kumari Shrilekha Vidyarthi and Ors. v. State of U. P. and Ors. , this Court opined that even in contractual matters the State cannot act arbitrarily, stating: 31. . . This decision clearly shows that no doubt was entertained about the applicability of Article 14 of the Constitution to an action of the State or its instrumentality, even where the action was taken under the terms of a contract of tenancy which alone applied by virtue of the exemption granted under the Rent Act excluding the applicability of the provisions thereof. ( 45 ) REFERRING to Dwarkadas Marfatia and Sons v. Board of Trustees of the Port of Bombay, this Court held: 24. The field of letting and eviction of tenants is normally governed by the Rent Act. ( 45 ) REFERRING to Dwarkadas Marfatia and Sons v. Board of Trustees of the Port of Bombay, this Court held: 24. The field of letting and eviction of tenants is normally governed by the Rent Act. The Port Trust is statutorily exempted from the operation of the Rent Act on the basis of its public/governmental character. The legislative assumption or expectation as noted in the observations of Chagla, C. J. in Rampratap Jaidayal case cannot make such conduct a matter of contract pure and simple. These corporations must act in accordance with certain constitutional conscience and whether they have so acted, must be discernible from the conduct of such corporations. In this connection, reference may be made on the observations of this Court in Som Prakash Rekhi v. Union of India reiterated in M. C. Mehta v. Union of India wherein at p. 148 this Court observed: (SCC p. 480, para 55)It is dangerous to exonerate corporations from the need to have constitutional conscience ; and so, that interpretation, language permitting, which makes governmental agencies, whatever their mien, amenable to constitutional limitations must be adopted by the court as against the alternative of permitting them to flourish as an imperium in imperio. " 25. Therefore, Mr Chinai was right in contending that every action/activity of the Bombay Port Trust which constituted "state" within Article 12 of the Constitution, in respect of any right conferred or privilege granted by any statute is subject to Article 14 and must be reasonable and taken only upon lawful and relevant grounds of public interest. ( 46 ) WHEN time granted is flexible, the constructions of the term may not lead to a conclusion that it is imperative in character. In Jagdish Chand Radhey Shyam v. The State of Punjab and Ors. , this Court while interpreting Sections 8 and 9 of the Capital of Punjab (Development and Regulation) Act, 1952 in the context of Article 14 and 19 (1) (f) of the Constitution of India, held as under: 13. Section 9 speaks of resumption of the site or building by the Estate Officer and forfeiture of the whole or part of the money paid on account of consideration in the case of non- payment of consideration money or instalment or breach of any condition of transfer or breach of any rule. 14. Section 9 speaks of resumption of the site or building by the Estate Officer and forfeiture of the whole or part of the money paid on account of consideration in the case of non- payment of consideration money or instalment or breach of any condition of transfer or breach of any rule. 14. Under the ordinary law of the land it is open to the Government to enforce the charge and to recover the due on consideration money, instalments or any other due from the transferee. It is also open to the Government under Section 8 of the Act to proceed against the transferee to realise the amount due on consideration money or on instalment or any other due as an arrear of land revenue. Section 8 provides penalty for default in payment of money and the recovery of the same as an arrear of land revenue. These remedies are deterrent and drastic. 15. Section 9 of the 1952 Act empowers the Government to forfeit the whole or any part of the money in case of non-payment of consideration money or instalments or other dues for breach of covenants. Under the ordinary law of the land there is relief against forfeiture for breach of covenant or provisions. Section 9 does not offer any relief against forfeiture. This feature that the Government can proceed either under the ordinary law of the land or under the 1952 Act shows that there is discrimination. There is nothing in the statute to guide the exercise of power by the Government as to when and how one of the methods will be chosen. 16. Section 9 confers power to resume the site. There is a charge on the land for the unpaid consideration money. This charge can be enforced by instituting a suit in a court of law. The owner will have the opportunity of paying the money and clearing the property of the charge. On the other hand when the Government proceeds under Section 9 of the Act, to resume the land or building the Government proceeds under the Punjab Public Premises and Land (Eviction and Rent Recovery) Act, 1959. There is no guidance in the Act, as to when the Government will resort to either of the remedies. On the other hand when the Government proceeds under Section 9 of the Act, to resume the land or building the Government proceeds under the Punjab Public Premises and Land (Eviction and Rent Recovery) Act, 1959. There is no guidance in the Act, as to when the Government will resort to either of the remedies. ( 47 ) ALTHOUGH the provisions of the aforementioned Act are not applicable in the instant case, Jagdish Chand (supra) is being referred for showing that when two remedies to enforce a contract are available, the power should be exercised in reasonable manner. So construed, a harsher remedy may not ordinarily be resorted to. ( 48 ) THE learned Additional Solicitor General places strong reliance upon a decision of this Court in Indu Kakkar v. Haryana State Industrial Development Corporation Ltd. and Anr. . Therein the lady had assigned her interest. One of the questions which arose for consideration was as to whether such transfer was valid having regard to the locus standi of the appellant therein. What was emphasized was that as a rule the party cannot transfer its liabilities under the contract without consent of the other party. It was in the aforementioned context, this Court considered the question of locus standi of the appellant therein holding: 19. In fact, the question is not whether there is any legal bar for the allottee to make assignment of the plot. The real question is whether the assignee has a legal right to claim performance of any part from the allottor. The answer of the said question depends upon the terms of allotment. Assignment by an act of the parties may cause assignment of rights or of liabilities under a contract. As a rule, a party to a contract cannot transfer his liabilities under the contract without consent of the other party. . . . S. B. SINHA, J. ( 1 ) LEAVE granted. ( 2 ) VALIDITY of orders of recession of allotment of industrial plots and resumption thereof by the appellants herein is in question in this batch of appeals. ( 3 ) WITH a view to appreciate the questions involved herein, the factual matrix of the matter, however, would be noticed from Civil Appeal arising out of SLP (C) No. 14074 of 2006. ( 4 ) APPELLANT - Corporation is a public sector undertaking. ( 3 ) WITH a view to appreciate the questions involved herein, the factual matrix of the matter, however, would be noticed from Civil Appeal arising out of SLP (C) No. 14074 of 2006. ( 4 ) APPELLANT - Corporation is a public sector undertaking. Its principal function is allotment of industrial plots belonging to the State of Haryana. It was set up as a catalyst for promoting economic growth and accelerating the pace of industrialization. It not only provides financial assistance to the industrial concerns by way of term loans; it also develops infrastructure for setting up of industrial units. The Corporation also invests money in developing the industrial estates at strategic locations. In exercise of its functions, it also allots industrial plots to entrepreneurs for setting up their industries on "no profit no loss" basis. The entrepreneurs, according to the Corporation, must be the deserving ones. For the said purpose, it keeps in mind the principle that allotment of land should not be made to speculators who invest in property for getting high returns on escalation of price. ( 5 ) RESPONDENT No. 1 is a partnership firm. It was previously known as M/s. Dysa International (Firm ). It applied for allotment of 1000 sq. m. size plot in IMT, Manesar. The Allotment Committee of the Corporation having found the respondent to be eligible for allotment, allotted plot No. 177 in Sector 6, IMT, Manesar measuring 1012. 50 sq. m. wherefor a letter of allotment was issued on 10. 01. 2001. ( 6 ) WE may notice the relevant clauses thereof. ( 7 ) NOTE appended to Clause 3 of the said letter of allotment states that in the event of failure to comply with the terms and conditions by the Regular Letter of Appointment (RLA) holder, the allotment of an Industrial plot/ shed, within the stipulated period, the RLA shall automatically lapse and 10% application money deposited towards the cost of the plot/shed shall be refunded without any interest. However, if the allottee makes a request for the surrender of the plot/shed after complying with the terms and conditions, then the Principal amount will be refunded without any interest after making a deduction of 10% of the cost of the plot/shed. ( 8 ) CLAUSE 4 provides for other Terms and Conditions governing schedule of payment of the balance 75% of the price of plot/shed. ( 8 ) CLAUSE 4 provides for other Terms and Conditions governing schedule of payment of the balance 75% of the price of plot/shed. ( 9 ) CLAUSE 6 provides for the consequences of non-payment of the balance amount or non-fulfillment of the terms and conditions of the Letter of Allotment/agreement. In such an event, the RLA shall stand withdrawn with the resumption of the plot/shed and refund of the deposit without any interest with 10% deduction. ( 10 ) CLAUSE 8 provides for the Schedule of Construction and "going into Production". It mandates the allottee to commence construction of building as per the approved building plans within a period of one year from the date of the offer of possession. The allottee will be required to start commercial production within a period of three years from the date of offer of possession. Extension for commencement of construction can be granted for 6 months maximum if circumstances were beyond the control of the allottee. Similarly, extension of one year can be granted for commencement of commercial production for reasons beyond its control and only if 10% of the permissible area has been constructed and effective steps taken for completion of project subject to payment of the extension fee. ( 11 ) AN allottee will be deemed to have completed the project if he constructs minimum 25% of the permissible covered area and starts commercial production within the period specified therein. ( 12 ) CLAUSE 14 provides for consequences of non-adherence to the schedule of payment and schedule of implementation. In such an event and on an unsatisfactory reply to the show cause notice, the HSIDC is empowered to the plot/shed and the principal amount is to be refunded without payment of interest and after deduction of the 10% of the plot/shed. ( 13 ) CLAUSE 26 provides for the resumption of plots by HSIDC in the event of non-compliance of the terms and conditions after giving show- cause notice therefor. The principal amount will be refunded without payment of interest and after deduction of the 10% of the plot/shed without interest. The allottee will be free to remove the structure/debris within a period of 2 months of resumption order at his own cost. The allottee will not be entitled to any payment/compensation for building constructed by it on the resumed plot. The allottee will be free to remove the structure/debris within a period of 2 months of resumption order at his own cost. The allottee will not be entitled to any payment/compensation for building constructed by it on the resumed plot. ( 14 ) CLAUSE 27 provides that no restoration of resumed plots shall be allowed. ( 15 ) THE agreement also provides for an appeal against the order of the competent authority of the Corporation before the Commissioner, Industries, Government of Haryana. ( 16 ) AN offer of physical possession was made to the firm by the Corporation by a letter dated 20. 12. 2001 wherein the schedule of payment in five instalments beginning from 1. 07. 2002 to 1. 07. 2004 was specified. ( 17 ) IT was furthermore stipulated:. . . You are, therefore, requested to deposit the installments along with interest @ 18% per annum from the date of offer of possession on the due dates otherwise you would be liable to pay penalty equivalent to 10% of the amount due and if you fail to pay the penalty within the prescribed period which would be specified by the Estate Manager, the plot would be liable for resumption after affording you opportunity of personal hearing before MD/hsidc. ( 18 ) IT, however, appears that handing over of actual possession took some time and possession was handed over only on 8. 12. 2003. At the time of handing over of possession, the area of the land, measurement thereof as also the boundaries were delineated. ( 19 ) INDISPUTABLY, Respondent No. 1 herein filed an application for construction of the building on 19. 12. 2003. Indisputably, again the permission for construction of the buildings was to be granted only by the Corporation. The Corporation itself granted permission only on 20. 03. 2004 whereafter the construction started. It was completed in May, 2005. ( 20 ) THE Corporation, however, by a letter dated 13. 07. 2004 asked the firm as to what steps had been taken by it for constructions of the plot in question with documentary proof as also need to apply for extension on the premise that offer of possession was issued on 1. 01. 2002 and the construction activity, thus, was required to be started within one year therefrom and production of the Unit should have been started from the date of offer of possession. 01. 2002 and the construction activity, thus, was required to be started within one year therefrom and production of the Unit should have been started from the date of offer of possession. ( 21 ) RESPONDENT No. 1 intimated about the change of the constitution of its firm. It by a letter dated 30. 11. 2004 categorically stated: we could not start the construction on the above mentioned plot, due to some financial constraints. We are pleased to inform you that we have been able to arrange sufficient funds for the construction and have already started the construction of your factory at the above mentioned plot. The factory will be operational within three months. Since we have the building plans approved by your department and have obtained temporary connections for water and electricity, the construction is going on in full swing. Regarding the balance amount, enclosed please find Demand Draft No. 000433 for Rs. 908461/- drawn on HDFC Bank. This clears our account as mentioned in your letter. Copy of the approval of the building plan is attached herewith for your reference. ( 22 ) DESPITE the same, as no action was taken, a legal notice was issued by the Respondent No. 1 through its lawyer dated 1. 03. 2005 inter alia drawing its attention to: (i) Actual physical possession had been handed over on 9. 12. 2003 and the building plans were approved by the Corporation on or about 20. 03. 2004. (ii) Steps for construction had been intimated to the Corporation together with a letter for extension of time. (iii) Pursuant to the show cause notice dated 2. 11. 2004, a sum of Rs. 9,08,461/- had been remitted. (iv) 25% of the construction had been completed and despite the same the land was said to have been resumed without issuing any show cause notice although the respondent had already deposited the said sum. The Corporation was asked to withdraw the said notice of resumption. ( 23 ) BY an order dated 3. 03. 2005, however, the plot was said to have been resumed inter alia on the premise that Respondent No. 1 had violated Clause 4 of the said Agreement. A demand draft of Rs. 9,08,461/- was not accepted and a cheque for a sum of Rs. 6,83,349/- towards the refundable amount as also the demand draft for the said sum of Rs. 9,08,461/- were returned. A demand draft of Rs. 9,08,461/- was not accepted and a cheque for a sum of Rs. 6,83,349/- towards the refundable amount as also the demand draft for the said sum of Rs. 9,08,461/- were returned. ( 24 ) ADMITTEDLY, an appeal preferred thereagainst has been dismissed. ( 25 ) RESPONDENT No. 1 aggrieved by and dissatisfied therewith filed a writ petition before the Punjab and Haryana High Court. A Division Bench of the High Court by reason of the impugned judgment while setting aside the order of resumption as also the order of the appellate authority dated 27. 05. 2005, directed: . . . The plot in question stands restored back to the petitioner. The amount refunded by the Corporation to the petitioner shall be repaid to the Corporation within a period of two weeks from the date a certified copy of this order is received. The respondent - Corporation would be at liberty to inform the petitioner through a written communication, if there are still any outstanding dues against the petitioner - firm. On receipt of the aforesaid communication, the petitioner - firm shall be required to clear all the aforesaid outstanding dues also, within a further period of two weeks thereof. It is made clear that if the payments as notice above are not made by the petitioner - firm, the present petition shall be deemed to have been dismissed. ( 26 ) MR. A. Saran, the learned Additional Solicitor General appearing on behalf of the appellants, would submit: (i) Respondent No. 1 admittedly having violated the terms and conditions of contract, the High Court acted illegally and without jurisdiction in issuing the impugned directions. (ii) The High Court could not have entertained a writ petition in a matter arising out of a contract qua contract. It in any event it could not have condoned the delay in making payments. (iii) The High Court could not have re-written the contract. (iv) Respondents were not only aware of the terms of contract, they acted thereupon and as such they are estopped and precluded from contending that the date of actual handing over of physical possession would be the relevant date. (iii) The High Court could not have re-written the contract. (iv) Respondents were not only aware of the terms of contract, they acted thereupon and as such they are estopped and precluded from contending that the date of actual handing over of physical possession would be the relevant date. (v) In any event, as before the High Court the appellants in their counter-affidavit categorically denied and disputed the assertions made in that behalf by the respondents herein, such disputed question of fact could not have been gone into by the High Court in exercise of its writ jurisdiction. (vi) Taking any view of the matter, the High Court should have considered as to who was to be blamed; the allottees or the Corporation and only upon arriving at a finding of fact that the respondents were not handed over actual physical possession despite all attempts made by them to obtain the same, the date of handing over of actual possession could have been held to be a relevant one. ( 27 ) MR. Puneet Bali, learned Counsel appearing on behalf of the respondent No. 1, on the other hand, would submit: (i) Appellant in its list of dates has suppressed the fact that actual physical possession had been handed over only on 8. 12. 2003 and despite the fact that within a period of seven days, the `firm' applied for sanction of the building plan, the same had been issued only on 20. 03. 2004, thus, the building having been completed within a period of 14 months and commercial production having been started, the terms of the contract had not been violated. (ii) In any event of the matter, the show cause in respect of resumption of land could be issued only upon demand of penalty and not prior thereto. (iii) The action for resumption of land and/ or forfeiture being draconian in nature could have been taken recourse to by the Corporation only as a last resort. Allotment of industrial plot keeping in view the object and purport for which the Corporation had been constituted and incorporated must be held to be a governmental function. In a case of this nature where the aim and object of the Corporation as also the State is to encourage industrialization while adjusting equity, the purpose for which the Scheme was made would be a relevant factor. In a case of this nature where the aim and object of the Corporation as also the State is to encourage industrialization while adjusting equity, the purpose for which the Scheme was made would be a relevant factor. Only because allotment of land has been effected through a letter, the same by itself does not make such allotment and/ or the provisions contained therein to be matters within `private law domain' as contra-distinguished from `public law domain'. The State exercises deep and pervasive control over the activities of the Corporation. ( 28 ) THE parties themselves agreed that despite the fact that the Corporation is a juristic person, an appeal against its decision shall lie to the Financial Commission of the State. Indisputably, the function of the appellant is a sovereign function. It, in any event is a State, within the meaning of Article 12 of the Constitution of India. Its action, therefore, must be fair and reasonable so as to subserve the requirements of Article 14 of the Constitution. ( 29 ) IN the aforementioned backdrop, the issue involved in the matter must be determined. ( 30 ) THE letter of allotment dated 10. 01. 2001 indisputably sets out the terms and conditions thereof. But, the same is not exhaustive. The terms and conditions were supplemented by the Corporation itself in its letter dated 20. 12. 2001 when offer of handing over physical possession was made, by reason whereof not only a period of two years was provided for deposit of instalement along with interest at the rate of 18% per annum but also a provision had been made that in the event of failure to adhere to the schedule enumerated therein, penalty equivalent to 10% of the amount due would be levied. It was furthermore laid down that in the event of failure of the `firm' to pay the amount penalty within the prescribed period, the plot would be liable for resumption. The terms and conditions of letter of allotment would clearly show that resumption of the plot is not automatic. ( 31 ) THE question as to whether the allottee had failed to comply with the terms and conditions was required to be determined. The terms of the contract would have to be construed having regard to the respective rights and obligations of the parties to perform their part of contract. ( 31 ) THE question as to whether the allottee had failed to comply with the terms and conditions was required to be determined. The terms of the contract would have to be construed having regard to the respective rights and obligations of the parties to perform their part of contract. It provides for issuance of a show cause notice. It provides for refund of the principal amount, of course, without any interest. ( 32 ) RESUMPTION of plot, it is trite, would not be automatic. ( 33 ) CLAUSE 26 provides for an enabling clause. The decision of the Corporation is not final. An appeal lay thereagainst. ( 34 ) THE jurisdiction of a `state' to resort to the drastic power of resumption and forfeiture ordinarily should be undertaken as a last resort. Keeping in view the fact that the Corporation was obligated to comply with the principles of natural justice and, particularly, in view of the fact that was required to determine the capacity as also bona fide of an entrepreneur to start an industrial undertaking on the plots, the Corporation was required to assign some reasons as to why the plot in question had to be resumed. While doing so, it evidently was required to take into consideration its own conduct. A party cannot take advantage of its own wrong. While a State takes penal action against the allottee, its bona fide would be one of the relevant factors before an order of resumption and forfeiture of the amount deposited is passed. ( 35 ) THE particulars contemplated in the letter of allotment as also the letter of offer of possession and the procedures laid down therefor were required to be scrupulously complied with. The letter of allotment as also the letter of offer of possession must be read conjointly. The very fact that not only the amount specified therein was required to be paid in instalments but also with interest at the rate of 18% per annum, was required to be borne in mind. Thus, in a case where the allottee had complied with the terms of allotment in the matter of payment of instalments, the same would be a relevant factor for exercising the enabling clause of resumption by a `state'. Thus, in a case where the allottee had complied with the terms of allotment in the matter of payment of instalments, the same would be a relevant factor for exercising the enabling clause of resumption by a `state'. Not only that, a further opportunity was required to be given to the allottee even if there was some default on its part inasmuch as the appellant itself provides for levy of penalty. The power of resumption, thus, must be resorted to only in a case where despite grant of the opportunities contemplated in terms of the letter of intent were violated. ( 36 ) DESPITE issuance of letter of offer of physical possession dated 20. 12. 2001, the fact that actual possession had not been handed over for a period of two years is not in dispute. The Corporation did not say that actual possession was not taken by the respondent despite offer having been made in that behalf. It, in its anxiety to set a time limit for ensuring that the commercial production starts at an early date, was expected at least to send a reminder. It failed and/ or neglected to do so. For the purpose of approval of the building plan, the time taken by it also would have been a relevant factor for passing an order of resumption. ( 37 ) WE although do not intend to lay down a law that all the aforementioned period should be excluded from computation for the purpose of grant of notice of resumption, but there cannot be any doubt whatsoever that while judging the conduct of the parties, the appellant was obligated to judge its own conduct in the matter. ( 38 ) A law far less a contract does not warrant compliance of the contractual or statutory obligations where it is otherwise impossible to do. An entrepreneur may start raising constructions over a plot only when the physical possession thereof is handed over and/ or plan for construction of the building is approved. A State cannot ignore the aforementioned relevant factors. ( 39 ) IT may be true that ordinarily in a matter of enforcement of a contract qua contract, a writ court shall not exercise its jurisdiction under Article 226 of the Constitution of India. A State cannot ignore the aforementioned relevant factors. ( 39 ) IT may be true that ordinarily in a matter of enforcement of a contract qua contract, a writ court shall not exercise its jurisdiction under Article 226 of the Constitution of India. But, it is also trite that where the action of a State is violative of Article 14 of the Constitution of India as being wholly unfair and unreasonable, the writ court would not hesitate to grant relief in favour of a person, where both law and equity demands that such relief should be granted. ( 40 ) APPELLANT being a "state" within the meaning of Article 12 of the Constitution of India, it without a justification cannot make any discrimination when the parties are similarly situated. [see Mahabir Auto Stores and Ors. v. Indian Oil Corporation and Ors. , ( 41 ) MOREOVER, the act on the part of the respondent must be a reasonable one. [see Bharat Petroleum Corporation Ltd. v. Maddula Ratnavalli and Ors. ] ( 42 ) THIS Court in ABL International Ltd. and Anr. v. Export Credit Guarantee Corporation of India Ltd. and Ors. laid down the law in the following terms: 28. However, while entertaining an objection as to the maintainability of a writ petition under Article 226 of the Constitution of India, the court should bear in mind the fact that the power to issue prerogative writs under Article 226 of the Constitution is plenary in nature and is not limited by any other provisions of the Constitution. The High Court having regard to the facts of the case, has a discretion to entertain or not to entertain a writ petition. The Court has imposed upon itself certain restrictions in the exercise of this power. (See Whirlpool Corporation v. Registrar of Trade Marks) And this plenary right of the High Court to issue a prerogative writ will not normally be exercised by the Court to the exclusion of other available remedies unless such action of the State or its instrumentality is arbitrary and unreasonable so as to violate the constitutional mandate of Article 14 or for other valid and legitimate reasons, for which the Court thinks it necessary to exercise the said jurisdiction. ( 43 ) [see also Sanjana M. Wig v. Hindustan Petroleum Corporation Ltd. and Noble Resources Ltd. v. State of Orissa and Anr. ( 43 ) [see also Sanjana M. Wig v. Hindustan Petroleum Corporation Ltd. and Noble Resources Ltd. v. State of Orissa and Anr. ] ( 44 ) IN Kumari Shrilekha Vidyarthi and Ors. v. State of U. P. and Ors. , this Court opined that even in contractual matters the State cannot act arbitrarily, stating: 31. . . This decision clearly shows that no doubt was entertained about the applicability of Article 14 of the Constitution to an action of the State or its instrumentality, even where the action was taken under the terms of a contract of tenancy which alone applied by virtue of the exemption granted under the Rent Act excluding the applicability of the provisions thereof. ( 45 ) REFERRING to Dwarkadas Marfatia and Sons v. Board of Trustees of the Port of Bombay, this Court held: 24. The field of letting and eviction of tenants is normally governed by the Rent Act. The Port Trust is statutorily exempted from the operation of the Rent Act on the basis of its public/governmental character. The legislative assumption or expectation as noted in the observations of Chagla, C. J. in Rampratap Jaidayal case cannot make such conduct a matter of contract pure and simple. These corporations must act in accordance with certain constitutional conscience and whether they have so acted, must be discernible from the conduct of such corporations. In this connection, reference may be made on the observations of this Court in Som Prakash Rekhi v. Union of India reiterated in M. C. Mehta v. Union of India wherein at p. 148 this Court observed: (SCC p. 480, para 55)It is dangerous to exonerate corporations from the need to have constitutional conscience ; and so, that interpretation, language permitting, which makes governmental agencies, whatever their mien, amenable to constitutional limitations must be adopted by the court as against the alternative of permitting them to flourish as an imperium in imperio. " 25. Therefore, Mr Chinai was right in contending that every action/activity of the Bombay Port Trust which constituted "state" within Article 12 of the Constitution, in respect of any right conferred or privilege granted by any statute is subject to Article 14 and must be reasonable and taken only upon lawful and relevant grounds of public interest. " 25. Therefore, Mr Chinai was right in contending that every action/activity of the Bombay Port Trust which constituted "state" within Article 12 of the Constitution, in respect of any right conferred or privilege granted by any statute is subject to Article 14 and must be reasonable and taken only upon lawful and relevant grounds of public interest. ( 46 ) WHEN time granted is flexible, the constructions of the term may not lead to a conclusion that it is imperative in character. In Jagdish Chand Radhey Shyam v. The State of Punjab and Ors. , this Court while interpreting Sections 8 and 9 of the Capital of Punjab (Development and Regulation) Act, 1952 in the context of Article 14 and 19 (1) (f) of the Constitution of India, held as under: 13. Section 9 speaks of resumption of the site or building by the Estate Officer and forfeiture of the whole or part of the money paid on account of consideration in the case of non- payment of consideration money or instalment or breach of any condition of transfer or breach of any rule. 14. Under the ordinary law of the land it is open to the Government to enforce the charge and to recover the due on consideration money, instalments or any other due from the transferee. It is also open to the Government under Section 8 of the Act to proceed against the transferee to realise the amount due on consideration money or on instalment or any other due as an arrear of land revenue. Section 8 provides penalty for default in payment of money and the recovery of the same as an arrear of land revenue. These remedies are deterrent and drastic. 15. Section 9 of the 1952 Act empowers the Government to forfeit the whole or any part of the money in case of non-payment of consideration money or instalments or other dues for breach of covenants. Under the ordinary law of the land there is relief against forfeiture for breach of covenant or provisions. Section 9 does not offer any relief against forfeiture. This feature that the Government can proceed either under the ordinary law of the land or under the 1952 Act shows that there is discrimination. Under the ordinary law of the land there is relief against forfeiture for breach of covenant or provisions. Section 9 does not offer any relief against forfeiture. This feature that the Government can proceed either under the ordinary law of the land or under the 1952 Act shows that there is discrimination. There is nothing in the statute to guide the exercise of power by the Government as to when and how one of the methods will be chosen. 16. Section 9 confers power to resume the site. There is a charge on the land for the unpaid consideration money. This charge can be enforced by instituting a suit in a court of law. The owner will have the opportunity of paying the money and clearing the property of the charge. On the other hand when the Government proceeds under Section 9 of the Act, to resume the land or building the Government proceeds under the Punjab Public Premises and Land (Eviction and Rent Recovery) Act, 1959. There is no guidance in the Act, as to when the Government will resort to either of the remedies. ( 47 ) ALTHOUGH the provisions of the aforementioned Act are not applicable in the instant case, Jagdish Chand (supra) is being referred for showing that when two remedies to enforce a contract are available, the power should be exercised in reasonable manner. So construed, a harsher remedy may not ordinarily be resorted to. ( 48 ) THE learned Additional Solicitor General places strong reliance upon a decision of this Court in Indu Kakkar v. Haryana State Industrial Development Corporation Ltd. and Anr. . Therein the lady had assigned her interest. One of the questions which arose for consideration was as to whether such transfer was valid having regard to the locus standi of the appellant therein. What was emphasized was that as a rule the party cannot transfer its liabilities under the contract without consent of the other party. It was in the aforementioned context, this Court considered the question of locus standi of the appellant therein holding: 19. In fact, the question is not whether there is any legal bar for the allottee to make assignment of the plot. The real question is whether the assignee has a legal right to claim performance of any part from the allottor. The answer of the said question depends upon the terms of allotment. In fact, the question is not whether there is any legal bar for the allottee to make assignment of the plot. The real question is whether the assignee has a legal right to claim performance of any part from the allottor. The answer of the said question depends upon the terms of allotment. Assignment by an act of the parties may cause assignment of rights or of liabilities under a contract. As a rule, a party to a contract cannot transfer his liabilities under the contract without consent of the other party. . . .