Judgment : Manjula Chellur, C.J. 1. These two appeals arise out of a common judgment in W.P.(C) No.3590 of 2013 dated 12.04.2013, hence we have heard and disposed of them together. In order to understand the stand of the appellants, the relevant facts brought on record are to be narrated. 2. The Cochin Port Trust invited tenders in respect of two plots for setting up facilities for handling bulk cement and allied cargo and bagging plant. Plot No.1 pertains to north of Mattanchery Wharf measuring about 3.19 Hectare. This came to be notified as per Ext.P5 tender dated 20.09.2012 for the second time. The lease was notified to be for a period of 30 years and the allotment was by way of tender-cum-auction. One of the participants in the tender proceedings was the petitioner which is a registered company engaged in the field of manufacturing and marketing of cement having its own manufacturing unit at Gujarat with its own captive jetty. This particular Berth, which is the subject matter of tender notification at Ext.P5, has to be developed by the successful bidder by investing huge amounts as part of Build, Operate and Transfer (for short known as 'BOT') arrangement. At the end of tenure of 30 years, the entire developed infrastructure would stand handed over to the Cochin Port Trust (for short known as Port Trust). 3. According to the appellant/petitioner, in spite of complying with all the requirements specified for the tender in question, as discernible from Ext.P6 and having stood far above the other competitor, M/s.Malabar Cements, however, the Port Turst without assigning any reason simply rejected the offer of the appellant which is in violation of the law declared by the Apex Court in various decisions. 4. The stand of the respondent Port Trust was that the allegations levelled against them were baseless and by rejecting the offer of the writ petitioner, no favours were extended to other tenderers. According to them, though the price offered by the appellant/writ petitioner was much above the bid offered by M/s.Malabar Cements, the tender committee decided to recommend discharge of the tender as the amounts offered by both the tenderers were much below the "reserve price/base price" fixed in terms of land policy for the Major Ports evolved by the Government of India, Ministry of Shipping. Ext.P8 is the communication sent to the appellant in this regard. Ext.P8 is the communication sent to the appellant in this regard. The Port Trust further defends its stand by placing reliance on Clause 13 of Section 2-Instructions to Tenderers; wherein it is stipulated that Port Trust does not bind itself to accept the highest One Time Non-refundable Premium or any other Tender and reserves its right to accept any Tender in part or to reject any Tender or all Tenders without assigning any reasons whatsoever. 5. To substantiate the allegations made against the Port Trust, petitioner contended that the tender in question was notified for the second time and the course adopted by the Port Trust by cancelling the tender for the second time was only with the intention to exclude them for the reasons best known to the respondents. They brought on record the material in respect of the tender pertaining to Plot No.2 which came to be allowed to M/s.Zuari Cements to support their contention that the sole object of excluding the petitioner from the field was for extraneous reasons even with regard to Plot No.2. Even in the present case respondent Trust is adopting unjustifiable stand. So far as Plot No.2, when tenders were invited by respondent Trust both the petitioner as well as M/s.Malabar Cements had participated along with M/s.Zuari Cements. The contention was, first time the tender in respect of Plot No.2 was not accepted and later it was accepted and accorded in favour of M/s.Zuari Cements. In other words, the appellant/writ petitioner has a grievance that even though the second plot measures only 2.4 Hectares of land, the amount of offer was much lesser than Plot No.1's offer and just because M/s.Zuari Cements quoted a higher figure for Plot No.2 it went in favour of M/s.Zuari Cements. However, the appellant/writ petitioner admits that the Plot allotted to M/s.Zuari Cements for Rs.80,75,00,000/-is a fully developed wharf with necessary infrastructure and fully functional as well. 6. The allegation is that when the offer of M/s.Zuari Cements in respect of Plot No.2 came to be approved in favour of them there was no justification to reject the offer made by the writ petitioner. It is clear from the materials placed before the learned Single Judge that the comparative data between the two plots clearly indicates second plot had functional Wharf with existing infrastructure and there was no need to invest much amount in developing the land. It is clear from the materials placed before the learned Single Judge that the comparative data between the two plots clearly indicates second plot had functional Wharf with existing infrastructure and there was no need to invest much amount in developing the land. Further the measurement of the land was only to 2.14 Hectares whereas the measurement of Plot No.1 was 3.10 Hectares. Therefore, the criterion for accepting the bid of M/s.Zuari Cements in respect of Plot No.2 cannot be compared with the offer made by the writ petitioner so far as Plot No.1 which is an undeveloped one. On the other hand, reason for non-acceptance of the amount quoted by the writ petitioner was only the bid being less than the reserve price fixed by the tender committee. The learned Judge ultimately opined that the decision making process does not suffer from any arbitrariness in rejecting the petitioner's offer as per Ext.P8. 7. After referring to several decisions of the Apex Court, the learned Single Judge was of the opinion, in the light of binding precedents referred to in the judgment and also factual situation discernible from the contents of the file, the rejection of the amount quoted by the petitioner was only due to inadequacy of the amount quoted. Therefore there was no indication of any attempt on the part of the respondent Port Trust to extend undue favour to anyone but on the other hand, it revealed that to protect the interest of the Port Trust in respect of public property, with the intention of procuring more amounts in the deal, such decision was taken and the same cannot be termed as wrong or arbitrary. 8. So far as the contention of the petitioner that before rejecting this offer, he should have been called for a negotiation, the learned Single Judge approved the stand of the Port Trust authorities that in order to avoid unhealthy cartels in the bid proceedings the reserve price was and still is kept as secret and the same was justified as the Court cannot substitute its own opinion for the opinion of the authority concerned in deciding the matter because the process of judicial review should not be against the 'decision itself', but the 'process of decision'; i.e. whether the process was arbitrary or not. 9. 9. Ultimately the learned Judge opines that there was justification on the part of the respondents in fixing the reserve price in view of the Land Policy meant for major Ports issued by the Ministry of Shipping, Government of India. Learned Judge further opines that the respondent while dealing with their property are entitled to decide what should be the minimum price to be procured and for that matter no one as such can have a say in the matter. The relevant norms being the basis for fixing the Reserve price and keeping the same in a sealed cover is only to prevent unhealthy quoting by competitors just above the reserve price which would be disadvantageous to the Port Trust as they would not be able to secure price as high as possible. 10. However, the learned Judge was of the opinion the reserve price fixed by the Port Trust, kept it in the sealed cover, cannot remain as secret for ever as it may have to repeat the tendering process 10 or 20 rounds which is nothing but spending of huge amounts of public money. It would cause loss to public revenue which otherwise could have been generated, if tender process were to be finalised. The learned Judge opined, though there is justification to keep the reserve price as secret initially, it cannot be kept as a secret for ever. Best way would be; in order to have clarity and maintain transparency, the Port Trust has to notify by including the tender condition that Base/Reserve price will be fixed and kept in a sealed cover during the tender proceedings and the same will be made known to the participants if necessity arises so as to give an opportunity to all the participants to decide whether they should quote the base price or something more. 11. W.A. No.917 of 2013 is filed by the writ petitioner who was unsuccessful in securing any of the reliefs sought by him including the direction to the Port Trust to give a chance to the petitioner to top up the figures to the base price and to have the offer accepted. 12. 11. W.A. No.917 of 2013 is filed by the writ petitioner who was unsuccessful in securing any of the reliefs sought by him including the direction to the Port Trust to give a chance to the petitioner to top up the figures to the base price and to have the offer accepted. 12. W.A. No.984 of 2013 is filed by the Cochin Port Trust aggrieved by the direction of the learned Single Judge not to keep the reserve price as secret for ever and disclose the same if it is necessitated, in case the offer of participants is less than the reserve price, so as to allow them to quote the base price or something more. 13. The unsuccessful tenderer who is the appellant before us in one of the writ appeal contends that the writ petition ought to have been allowed for the following reasons. a) Ext.P6 tender document does not reveal base/reserve price. b) In the Statement of respondent authorities it is not stated that the base price will not be revealed as per the directions of any authority and c) Base price ought to have been revealed at least at the time of negotiation, i.e. the final stage. Appellant seeks intervention of the Court to direct the respondent authority again to invite the appellant for negotiation by disclosing the reserve price. He relies on 1993 KHC 849 in the case of Food Corporation of India v. M/s.Kamdhenu Cattle Feed Industries to substantiate his argument that though the power to reject all tenders is reserved by authorities concerned, the said power cannot be exercised arbitrarily and must depend on the existence of cogent reasons. While opining that inadequacy of price offered by highest tenderer would be a ground for negotiating with the tenderers giving them equal opportunity to revise their bids with a view to obtain the highest available price, their Lordships opine that if the same is rejected, it must be supported by reasons. Their lordships further opined that in contractual sphere the State and all its instrumentalities have to conform to Article 14 of the Constitution. He also places reliance on Star Enterprises v. City & Industrial Dev. Corpn. Ltd. [1990 (2) KLT 37] contending that rejection of highest bid must be supported by reasons for the same while communicating the same to the parties. He also places reliance on Star Enterprises v. City & Industrial Dev. Corpn. Ltd. [1990 (2) KLT 37] contending that rejection of highest bid must be supported by reasons for the same while communicating the same to the parties. Reliance is placed on M/s.Monarch Infrastructure (P) Ltd. v. Commissioner, Ulhasnagar Municipal Corporation and others [AIR 2000 SC 2272] to contend that alteration in eligibility condition after offers have been received cannot be entertained, otherwise the entire process of tender had to be carried out afresh. Reliance is placed on Meerut Development Authority v. Association of Management Studies and another [(2009) 6 SCC 171] especially paragraphs 26 to 29 to contend that the methods to be adopted for disposal of public property must be fair and transparent providing an opportunity to all the interested persons to participate in the process. Paragraphs 26 to 29 reads as under indicating the nature of rights of a bidder to participate in the tender process. "26. A tender is an offer. It is something which invites and is communicated to notify acceptance. Broadly stated it must be unconditional; must be in the proper form, the person by whom tender is made must be able to and willing to perform his obligations. The terms of the invitation to tender cannot be open to judicial scrutiny because the invitation to tender is in the realm of contract. However, a limited judicial review may be available in cases where it is established that the terms of the invitation to tender were so tailor-made to suit the convenience of any particular person with a view to eliminate all others from participating in the bidding process. 27. The bidders participating in the tender process have to other right except the right to equality and fair treatment in the matter of evaluation of competitive bids offered by interested persons in response to notice inviting tenders in a transparent manner and free from bidden agenda. One cannot challenge the terms and conditions of the tender except on the above stated ground, the reason being the terms of the invitation to tender are in the realm of the contract. No bidder is entitled as a matter of right to insist the authority inviting tenders to enter into further negotiations unless the terms and conditions of notice so provided for such negotiations. 28. No bidder is entitled as a matter of right to insist the authority inviting tenders to enter into further negotiations unless the terms and conditions of notice so provided for such negotiations. 28. It is so well settled in law and needs no restatement at our hands that disposal of the public property by the state or its instrumentalities partakes the character of a trust. The methods to be adopted for disposal of public property must be fair and transparent providing an opportunity to all the interested persons to participate in the process. 29. The Authority has the right not to accept the highest bid and even to prefer a tender other than the highest bidder, if there exist good and sufficient reasons, such as, the highest bid not representing the market price but there cannot be any doubt that the Authority's action in accepting or refusing the bid must be free from arbitrariness or favouritism." It was further held that the authority has the right to accept the highest bid, even to prefer other than the highest bidder if there exists good and sufficient reasons; such as the highest bid not leading to market price but there cannot be any doubt that the action of the authorities in accepting or refusing the bid must be free from arbitrariness or favouritism. 14. As against this learned Senior Counsel arguing for the appellant/Port Trust took us through the various averments in the pleadings and also the judgment of the learned Single Judge. The gist of the arguments placed before the Court are that the Port Trust authorities have right to keep the reserve price as a secret to prevent cartel controlled bidding and they owe a duty to take all possible precautions including precaution to discourage cartel bidding while dealing with the public property. If the intention of the authorities was to secure best possible price for the property, in the absence of allowing the same to anyone, the question of Port Trust authorities showing favouritism to anyone would not arise is the contention. He further contended that as long as the process of decision making does not suffer from any arbitrary exercise of power, by virtue of judicial review, policy decision cannot be interfered with unless on the face of it there is disclosed malafide intention or arbitrariness. He further contended that as long as the process of decision making does not suffer from any arbitrary exercise of power, by virtue of judicial review, policy decision cannot be interfered with unless on the face of it there is disclosed malafide intention or arbitrariness. According to him, if the purpose and nature of development proposed is not yielding better results, finally it is always open to change the nature of purpose of the property for altogether a different purpose than the one indicated in the tender notification. Therefore, according to him, as long as the authority dealing with the tender process exercise fairness only in the interest of protecting the revenue and property, the Courts must hesitate to interfere with such process. He took us through paragraphs 10, 15 to 17 and 18 to 23 of the impugned judgment to substantiate his contention that the files produced by the Port authorities were considered by the learned Single Judge to ascertain whether the process of decision making by the authorities was based on any policy decision or not and whether such decision was reasonably taken or not by the authorities concerned. In the case of Meerut Development Authority (supra) relevant paragraphs relied upon by the learned counsel for the Port Trust are 34, 40, 41, 49, 50, 65 and 68 which read as under: "34.The bids offered by AMS received their due attention in a fair and transparent manner free from any bias at the hands of MDA. No rights of AMS have been infringed by MDA in not giving opportunity to involve itself in lengthy negotiations. The Authority was free to make its choice and to invite fresh bids after the Society relinquished its claim in respect of the disputed plot vide letter dated 17.09.2001 which was accepted by MDA. The decision of the Authority was duly communicated to the AMS by MDA vide its letter dated 27.11.2001. The decision so taken by the MDA resolved in infringement of rights of AMS. 40. There is no difficulty to hold that the authorities owe a duty to act fairly but it is equally well settled in judicial review, the court is not concerned with the merits or correctness of the decision, but with the manner in which the decision is taken or the order is made. 40. There is no difficulty to hold that the authorities owe a duty to act fairly but it is equally well settled in judicial review, the court is not concerned with the merits or correctness of the decision, but with the manner in which the decision is taken or the order is made. The Court cannot substitute its own opinion for the opinion of the authority deciding the matter. 41. The distinction between appellate power and a judicial review is well known but needs reiteration. By way of judicial review, the court cannot examine the details of the terms of the contract which have been entered into by the public bodies or the State. The Courts have inherent limitations on the scope of any such enquiry. If the contract has been entered into without ignoring the procedure which can be said to be basic in nature and after an objective consideration of different options available taking into account the interest of the State and the public, then the court cannot act as an appellate court by substituting its opinion in respect of selection made for entering into such contract. But at the same time the courts can certainly examine whether the "decision making process" was reasonable, rational, not arbitrary and violative of Article 14. 49. The letter dated 4.3.2002 from AMS to MDA indicating the acceptance of Rs. 690/-per sq. meter was only after one Harpal Singh Chowdhary on behalf of the Officer's Class Housing Society had mentioned a higher price of Rs. 775/-per sq. meter in his representation. There is nothing on record to suggest that the impugned decision has been taken only for making higher financial gain and profit. But what is wrong even if any such effort was made by MDA to augment its financial resources. 50. We are, however, of the opinion that the effort, if any, made by MDA to augment its financial resources and revenue itself cannot be said to be an unreasonable decision. It is well said that the struggle to get for the State the full value of its resources is particularly pronounced in the sale of State owned natural assets to the private sector. It is well said that the struggle to get for the State the full value of its resources is particularly pronounced in the sale of State owned natural assets to the private sector. Whenever the Government or the authorities get less than the full value of the asset, the country is being cheated; there is a simple transfer of wealth from the citizens as a whole to whoever gets the assets 'at a discount'. Most of the times the wealth of the State goes to the individuals within the country rather than to multi-national corporations; still, wealth slips away that ought to belong to the nation as a whole. 65. We accordingly find no merit in the submission of AMS placing reliance upon the Directive Principles of State Policy and more particularly, Article 41 of the Constitution of India which says that the State shall, within the limits of its economic capacity and development, make effective provision for securing the right to work, to education and public assistance in cases of unemployment, old age, sickness and disablement and in other cases of undeserved want. The State had already made effective provision for securing right to education by resolving to make the land available at concessional rate to educational institutions imparting education in engineering courses. Obviously, such a decision was taken only with the view to give effect to the Directive Principles of State Policy enshrined under Article 41 of the Constitution of India. AMS has no legal or constitutional right to make any perpetual demands and dictate terms to MDA to allot any particular land at the chosen rate. 68. The impugned judgment illustrates "the danger of judges wrongly though unconsciously substituting their own views for the views of the decision-maker who alone is charged and authorized by law to exercise discretion." With respect, we find that the High Court virtually converted the judicial review proceedings into an inquisitorial one. The way proceedings went on before the High court suggest as if the High Court was virtually making an inquiry into the conduct and affairs of MDA in a case where the court was merely concerned with the decision-making process of MDA in not accepting the offer/tender of AMS in respect of the disputed plot on the ground that the offer so made was less than that of the reserve price fixed by MDA." 15. The discussion by the learned Single Judge clearly indicates, contents of the files pertaining to the above process were perused by the learned Single Judge. The same was perused to ascertain genuineness in the allegations. It did not reveal any incriminating circumstances pointing out that Port Trust extended any undue advantage to M/s.Malabar Cements Limited or any other. So far as the tender finalisation in favour of M/s.Zuari Cements in respect of other property, the tender committee had fixed the reserve price based on the Land Policy guidelines for Major Ports 2010 and the same was kept in a sealed cover which was never disclosed to participants in respect of said tender as well. The bid of M/s.Zuari Cements was accepted as the same was in tune with the relevant Clauses of tender notification and furthermore offer was far above the reserve price fixed and kept in the sealed cover. 16. So far as the present tender, reserve price also came to be fixed based on valuation methodology discernible from Clause 1.7 of Section 2 of Tender documents. The amount quoted by the petitioner was much below the reserve price fixed by the tender committee, therefore, the tender committee after elaborate discussion recommended to discharge the tender. Ultimately one has to see whether there was any attempt on the part of Port Trust to extend any undue favour to anyone or there was genuine reason for not accepting the amount offered by the appellant/writ petitioner. It is well settled that the power to reject the tender with cogent reasons always vests with the authority who invited tender as long as it is not arbitrary and the rejection is not for favouring someone of their choice. While arriving at this conclusion, the Courts in the process of exercising judicial review should see whether the exercise adopted by the authorities in arriving at the conclusion is tainted with malafides or nepotism or the entire exercise arriving at the decision is per se arbitrary and irrational with reference to the materials placed on record. One has to see whether any responsible authority could have reasonably acted in such manner to arrive at the conclusion. It is also necessary to see whether the public interest is affected in the decision making process. One has to see whether any responsible authority could have reasonably acted in such manner to arrive at the conclusion. It is also necessary to see whether the public interest is affected in the decision making process. The court has to analyse the material placed before it in the light of above guidelines to arrive at a conclusion whether there is any justification in the allegations made by the authority to reject the tender. Absolutely there is no doubt so far as the power vested with the authority to reject a particular offer even if it was the highest amount. One cannot find fault with the authority to make certain decisions like not revealing the base/reserve price in order to see that there is no cartel bidding among the bidders in the bidding process and to see that maximum price is procured for the property. If the repeated tenders do not yield good result, adding the benefit to public property, it is always open to change the purpose for which the property has to be used. The question is whether non-mentioning of base price being fixed in the tender document at Ext.P6 and non-disclosure of the same in the rejection letter of respondent and finally not disclosing the same at the final stage at the time of negotiation is arbitrary. 17. In the present case, based on the guidelines of the Land Policy for Major Ports by the Ministry of Shipping, Government of India, the base price is arrived at. In order to gain benefit or to enhance the public revenue, the tender committee intended to keep the base price as a secret all through which cannot be found fault with as it was with the intention of preventing unhealthy competition as the disclosure of base price would always persuade participants to quote an amount just above the base price. In the process even if someone were to intend offering far above the base price as bid amount, they would not come out with such offer as they would tend to offer minimally only above the base price. In this process it is the public revenue which would be affected. 18. A reading of the above paragraphs in the cited decisions clearly indicate that the process of decision making in evaluating the tenders should be transparent, fair and free from any hidden agenda. In this process it is the public revenue which would be affected. 18. A reading of the above paragraphs in the cited decisions clearly indicate that the process of decision making in evaluating the tenders should be transparent, fair and free from any hidden agenda. The State or its instrumentalities while dealing with the public property do stand in the position of a Trustee for public. Therefore, their action must be not only fair but must provide an equal opportunity to all the participants. It is nobody's case that in order to favour someone, the present method is adopted. If reserve price is kept as a secret, it is only to procure maximum price possible so as to enhance the bid amount but not with any hidden agenda. The exercise does not disclose any hidden agenda as no favour is shown to anyone. The reason for not accepting the bid is reasonable and the decision making process does not suffer from any malafides. 19. The entire exercise clearly indicates that there was no bias against any of the tenderers including the writ petitioner. Everyone was free to make their offer in respect of the plot proposed for auction. In the absence of any malafides or arbitrariness in the manner in which the decision was taken by the tender committee, in judicial review, Court cannot venture into the merits or correctness of the decision. By way of judicial review, Courts cannot go into minute details of the terms of contract between the parties. The scope of enquiry is limited. If contract between the parties does not lack in basic procedure, which has to be followed, the Court cannot interfere substituting its opinion. This position is well settled in M/s.Monarch Infrastructure (P) Ltd. (supra) and also Meerut Development Authority (supra). 20. It is well settled that interference under Article 226 in exercise of power of judicial review even if some deficiency was found in the ultimate decision resulting in cancellation of auction, the court should exercise its discretionary power under Article 226 with great care and caution and such exercise should always be only in furtherance of public interest. We have support from the decision of Rajasthan Housing Board and another v. G.S Investments [(2007)11 SCC 477]. We have support from the decision of Rajasthan Housing Board and another v. G.S Investments [(2007)11 SCC 477]. In the present case in the absence of any arbitrary or unethical adoption of process on the part of the Port authorities, the Court should hesitate to interfere. The only argument of the appellant/writ petitioner is reserve or base price though arrived at but was not at all indicated, was not finally disclosed to invite him for further negotiation, even after enhancing his bid amount to 1= Crores after the final round. The bidder has no right to ask that he must be invited for further negotiation. In the absence of any such contract between the parties as per the terms and conditions, there cannot be a demand for disclosure of base price or reserve price. If such price is disclosed, naturally no bidder would come forward to quote higher price or better price. They always tempt to quote a price just above the base price. If the intention of the Port Authorities were to secure better price, by another bidding process, it is only in furtherance of public interest and not to favour anyone. There was no agreement to invite the bidders for negotiation therefore, there cannot be any compulsion for the Port Trust to further negotiate with the writ petitioner or other bidders. 21. The observation of the learned Single Judge is that the procedure adopted by the Port Trust authorities ultimately would end up with a situation of repeating the bidding for 10 times or 20 times. As already stated above, at what stage what decision has to be taken is the responsibility of Port Trust Authorities. After conducting 2 or 3 bids they may even change the purpose for which the land to be auctioned. It all depends upon the trend and the demand for a particular activity at the relevant point of time. This is the policy decision of the authorities. It is not an individual who makes the decision but it is by a Committee meant for taking such decision. The Land Policy guidelines for Major Ports does not indicate how the authorities have to approach on these issues. Every holder of public office while exercising their powers should be mindful of public interest; public purpose and public good, because, such authority is ultimately accountable to the people in whom sovereignty vests. The Land Policy guidelines for Major Ports does not indicate how the authorities have to approach on these issues. Every holder of public office while exercising their powers should be mindful of public interest; public purpose and public good, because, such authority is ultimately accountable to the people in whom sovereignty vests. Therefore, Port Trust Authorities have to act reasonably, in good faith and should be mindful of public interest. The power vested in the authorities of the Port Trust must be exercised in good faith and such exercise of power must have a proper and justifiable nexus to the object sought to be achieved. Not accepting the bid of the writ petitioner is for the sole reason that the amount offered by the bidder is far below the base/reserve price. This is clear from the files produced by the Port Trust authorities. Therefore, the learned Single Judge was not justified in saying that if necessity arises, the base or reserve price must be disclosed during the final tender proceedings, though initially such base price fixed could be kept in a sealed cover. It should be left open to the Port Trust authorities how it should be fixed whether it should be disclosed or not disclosed etc. In view of the above discussion and reasoning we are of the opinion, the appeal filed by the writ petitioner, W.A. No.917 of 2013 deserves to be dismissed and the appeal filed by the Port Trust, W.A. No.984 of 2013 is to be allowed. Accordingly, W.A. No.917 of 2013 is dismissed and W.A. No.984 of 2013 is allowed.