JUDGMENT : Akil Abdul Hamid Kureshi, J. 1. Petitioner is a Private Limited company. Petitioner has challenged an order dated 09.07.2015, by which the respondent Oil and Natural Gas Corporation Ltd. ("ONGC" for short) terminated the petitioner's contract for supply of four sets of mobile pumping units on the ground that the petitioner had breached the condition of contract since contrary to what was declared by the petitioner, such pumping units were not new pump sets, but were old refurbished pump sets. 2. Brief facts are as under:- "2.1 The respondent-ONGC invited tender for supplying four sets of mobile pumping units of defined specifications for a period of three years. The petitioner was selected for awarding such a contract. Accordingly, letter of intent dated 29.11.2012 was issued by ONGC in favour of the petitioner specifying broad terms of the contract. Regarding pump set units, it was provided as under:- "a) Pumps:- New Pump: Pump Model: NM2-D, Make: National Machine Tools, Ahmedabad along with booster pumps Model: RB40.13, Make: Max Flow India Ltd./Pump Model: T 40000, Make: M/s. Goma Engineering along with booster pumps Model: RB40.13, Make Max Flow India Ltd./Pump Model: Model NC-320 or NCP-32, Make: Europe Oil Pipe Supply JSC-Russia." 2.2 A formal contract was executed between the petitioner and the respondent-ONGC on or around 12.04.2013 for providing four mobile pump units of defined specifications along with operating crew and tankers for transportation of such pumping units. This contract was in continuance of the letter of intent dated 29.11.2012. This contract contained arbitration clause providing that except otherwise provided elsewhere in the contract, if any dispute, difference, question or disagreement arises between the parties in connection with construction, meaning, operation, effect, interpretation of the contract or breach thereof which the parties are unable to settle mutually, the same shall be referred to arbitration as provided in the said clause. 2.3 In this contract, the petitioner had specifically agreed to provide four mobile pumping units along with operating crew as offered to be deployed conforming with the tender specifications. 2.3 In this contract, the petitioner had specifically agreed to provide four mobile pumping units along with operating crew as offered to be deployed conforming with the tender specifications. As per this agreement, the petitioner agreed to supply pump sets of following specifications:- "a) Pumps:- New Pump: Pump Model: NM2-D, Make: National Machine Tools, Ahmedabad along with booster pumps Model: RB40.13, Make: Max Flow India Ltd./Pump Model: T 40000, Make: M/s. Goma Engineering along with booster pumps Model: RB40.13, Make Max Flow India Ltd./Pump Model: Model NC-320 or NCP-32, Make: Europe Oil Pipe Supply JSC-Russia." 2.4 During the course of execution of the contract, respondent received a complaint dated 06.05.2013 from one Anand Energy Service alleging inter alia that the pump sets provided by the petitioner under the said contract are not new pump sets, but are refurbished old pump sets, which are rooted through ghost company called National Machine Tools, Ahmedabad. In such complaint letter, it was averred that NMT is a ghost company. Does not manufacture any kind of pumps. Its broacher are fake. No manufacturing facility is available at the site. It appears that after receipt of this complaint letter, ONGC carried out internal preliminary inquiry and thereafter, issued notice dated 10.02.2014 to the petitioner conveying that in connection with the mobile pump sets provided by the petitioner on hired basis, the Vigilance Wing of ONGC desired to visit manufacturing facility of M/s. NMT and would also require various details as mentioned therein. These details included copy of the purchase order placed by the petitioner with NMT, transaction details of payment for the purchase of the machinery and such other relevant details. In this, letter it was conveyed that as an experienced and reputed contractor providing various services to ONGC for a long time, it is expected that the petitioner would have selected the pump sets with due diligence. 2.5 The case of the petitioner is that the petitioner had never breached any of the conditions of the contract and in particular regarding providing new mobile pump sets. The machinery deployed by the petitioner under the said contract was a new one manufactured by NMT, for which the petitioner had placed purchase orders and made full payments. 2.5 The case of the petitioner is that the petitioner had never breached any of the conditions of the contract and in particular regarding providing new mobile pump sets. The machinery deployed by the petitioner under the said contract was a new one manufactured by NMT, for which the petitioner had placed purchase orders and made full payments. ONGC, however, did not accept such stand of the petitioner and on the premise that upon visit at the site of the manufacturing unit of NMT in presence of the representative of the petitioner, the manufacturing facilities were not found in order, proceeded to pass the impugned order. Case of ONGC broadly is that the petitioner was conveyed the basic grievance of ONGC regarding supplying old machinery against promised new machinery. The petitioner was involved at all stages of fact finding inquiry before the final order was passed. It was found that NMT did not have necessary licences or excise registration for manufacturing the machinery in question. It was therefore impossible for NMT to have supplied such machinery to the petitioner. It was clearly visible that the machinery was an old refurbished machinery, sought to be passed off as newly purchased machinery manufactured by NMT. In the impugned order therefore, it was conveyed to the petitioner that the petitioner was required to deploy new mobile pump units whereas it has been established on the circumstantial evidence after detailed inquiry by ONGC that the petitioner has forged/fabricated requisite documents to make a wrong declaration regarding make of the said pump sets which were not newly manufactured, but refurbished pumps. It was stated that during the joint inspection, it was found that the pump body was corroded and pitting was also seen, paint had peeled off at number of places exposing the under coat surface. Cracks were seen on the body of the pump sets. It was concluded that the pumps were rush and make, which were refurbished and not newly manufactured. It would be useful to record the contents of the impugned order, which read as under:- "This has reference to tender No. D16UC11018 against which ONGC had awarded contract to you for hiring of 04 sets of Mobile Pumping Units vide NOA No. AHD/MM/ASSET/SC/07/2011-12 dtd. 29.11.2012, followed by detailed Contract Agreement No. AHD/MM/ASSET/SC/07/2011-12 dtd. 04.03.2013, for contract period of 3 years. 29.11.2012, followed by detailed Contract Agreement No. AHD/MM/ASSET/SC/07/2011-12 dtd. 04.03.2013, for contract period of 3 years. As per terms of the NOA/contract, you were required to deploy/mobilize new Mobile Pumping Units, whereas, it has been established and circumstantial evidence after detailed enquiry by ONGC suggests that you have forged/fabricated requisite documents to enable wrong declaration in regard to make and vintage of the deployed NM-2D pumps to get your old and refurbished pumps technically qualified as new pump. It has been observed during joint inspection that the pump body was corroded and pitting was also seen, plaint had peeled off at number of places exposing the under coat surface finish was uneven, inspection cover plates were ill-fitting, fluid end assemblies on all the pumps were different, lifting hooks were of different shapes and size, cracks were seen on the crank case body on the pump of mobile pumping unit, bolts/Allen screws were not fitted properly, studs of different length were fitted in fluid end values and other cover plates etc. which is not expected in a new pumps. A striking similarity was observed between designs and lay out of the supplied pumps with other make pumps of Russian origin which is also not expected in new pumps. Thus, you have failed to fulfill the contractual commitments. Further, you were given opportunity to explain the aforesaid deficiency and you were asked to submit proof of excise duty paid & details of manufacture of said pumps. But you have preferred to submit only self-certification from manufacturer of pumps and avoided to submit the proof of excise duty paid on ground of claiming excise exemption. Upon visit to the unit of the manufacturer for ascertaining the make & vintage of the pumps, it was found that neither the infrastructure of the manufacturer's unit was not upto the mark for manufacturing such NM-2D pumps nor it had records of design for the said pumps. On the basis of aforesaid facts & evidence and in absence of satisfactory explanation from you, ONGC is constrained to come to the conclusion that there is no reasonable doubt that you have submitted forged documents with a malicious intention to deploy old and refurbished pumps in lieu of new pumps as per terms of the contract. On the basis of aforesaid facts & evidence and in absence of satisfactory explanation from you, ONGC is constrained to come to the conclusion that there is no reasonable doubt that you have submitted forged documents with a malicious intention to deploy old and refurbished pumps in lieu of new pumps as per terms of the contract. You have therefore committed a transgression by furnishing forged/fabricated documents in respect of the make and vintage of the main pumps with an malafide intention to declare the deployed pumps as new. Thus, this act has puts your reliability/credibility into question and ONGC as Principal is entitled to terminate the contract as per signed integrity Pact on the ground of aforesaid reasons. In view of the above, ONGC hereby terminates the above referred Contract Agreement No. AHD/MM/ASSET/SC/07/2011-12 dtd. 04.03.2013 with immediate effect. ONGC also reserves the right to take other actions as deemed fit as per the provisions of Contract and as per law in force. This letter is issued without prejudice to other remedies available to ONGC." 2.6 The petitioner had earlier approached this Court by filing SCA No. 10889 of 2015 apprehending adverse action by ONGC. However, said petition was withdrawn on 07.07.2015 with a liberty to file a fresh petition as and when the adverse decision is communicated to the petitioner. ONGC thereafter passed the impugned order on 09.07.2015, which has been challenged in this petition." 3. Learned Counsel Shri Shalin Mehta for the petitioner submitted that the impugned order has been passed in gross violation of principles of natural justice. No show cause notice was ever issued to the petitioner before taking the adverse decision. The order is stigmatic and is even otherwise results in adverse civil consequences. The contract which is awarded for a period of three years has been abruptly terminated without giving reasonable opportunity of hearing to the petitioner. ONGC has come to adverse factual conclusions against the petitioner regarding supply of the machinery and has, in fact, held that the petitioner has committed fraud in the process. 4. Counsel for the petitioner submitted that NMT has established manufacturing facilities and is engaged in manufacture of range of machineries including the mobile pump sets purchased by the petitioner from the said manufacturer. 4. Counsel for the petitioner submitted that NMT has established manufacturing facilities and is engaged in manufacture of range of machineries including the mobile pump sets purchased by the petitioner from the said manufacturer. Counsel relied on series of documents produced by the petitioner concerning NMT to contend that the authorities could not have unilaterally come to the conclusion that NMT is a bogus company, not involved in manufacturing activity whatsoever. Counsel referred to the documents of purchaser order and other related documents to demonstrate that the petitioner had, in fact, purchased the said machinery from NMT. 5. Counsel referred to the confidential note dated 18.06.2015 of Dr. R.R. Singh, Head of the Corporate Vigilance Section of ONGC to contend that even internal inquiries and investigations findings were not consistent. If, therefore, there was such divergent opinion within the committees formed by ONGC, no unilateral decision could have been taken without even issuing a show cause notice to the petitioner disclosing grounds on which ONGC desired to terminate the contact. 6. Counsel further submitted that even subsequently, the petitioner was awarded a fresh contract by ONGC under letter of intent dated 28.11.2014 for supply of similar mobile pump units, which the petitioner is still executing through similar machinery purchased from NMT. 7. Counsel further submitted that presence of arbitration clause would not prevent the Court from exercising writ jurisdiction in appropriate case. In this regard, Counsel relied on the decision of the Supreme Court in case of Harbanslal Sahnia & Anr. v. Indian Oil Corporation Ltd. & Ors., reported in AIR 2003 SC, page No. 2120. 8. On the other hand, learned Counsel Shri Marshall for ONGC opposed the petition contending that in view of the arbitration clause contained in the agreement between the parties, writ petition should not be entertained. Large number of disputed questions of facts are involved, which can even otherwise be more conveniently considered by the arbitrators. 9. Counsel submitted that upon receipt of letter from Anand Energy Service making serious allegations against the petitioner, full inquiry was conducted. At all stages, the petitioner was involved in such fact finding inquiry. It was found that the machinery supplied by the petitioner, though claimed to be new one, was old refurbished machinery. NMT did not have necessary registration and licences to manufacture the pump set units of the said specifications. At all stages, the petitioner was involved in such fact finding inquiry. It was found that the machinery supplied by the petitioner, though claimed to be new one, was old refurbished machinery. NMT did not have necessary registration and licences to manufacture the pump set units of the said specifications. Clearly, therefore, the petitioner could not have purchased the said machinery from NMT. Since the facts are so clear non-issuance of a formal show cause notice before taking the final decision would not be fatal. 10. Counsel submitted that principles of natural justice cannot be put in straight jacket and must depend on facts of each case. In the present case, full opportunity of defending itself was given to the petitioner and only thereupon, ONGC has come to final conclusions. In view of the seriousness of the charges, termination of the contract was well within the power of ONGC. Counsel relied on following decisions:- "I. In case of Sri Ram Buklders v. State of Madhya Pradesh & Ors., reported in (2014) 14 SCC, page No. 102 to contend that judicial review of administrative decision is extremely limited. In the said decision, the Supreme Court referred to and relied upon the relevant observations made in case of Tata Cellular v. Union of India, reported in (1994) 6 SCC, page No. 651. II. In case of A.S. Motors Private Limited v. Union of India & Ors., reported in (2013) 10 SCC, page No. 114 in support of his contention that parameters of principles of natural justice are not rigid and need to be applied in background of facts of each case. III. In case of State of U.P. & Ors. v. Bridge & Roof C. (India) Ltd., reported in AIR 1996 SC, page No. 3515 to contend that the scope of interference in contractual matters in exercise of writ jurisdiction is extremely narrow. This judgment was also referred to in support of the contention that in face of the arbitration clause, the writ petition could not be entertained. IV. v. Bridge & Roof C. (India) Ltd., reported in AIR 1996 SC, page No. 3515 to contend that the scope of interference in contractual matters in exercise of writ jurisdiction is extremely narrow. This judgment was also referred to in support of the contention that in face of the arbitration clause, the writ petition could not be entertained. IV. In case of State of Gujarat v. Meghji Pethraj Shah Charitable Trust & Ors., reported in 1994(2) GLH, page No. 188, where, in the background of termination of the admissions to the students to the medical college in view of the judgment of the Supreme Court in case of J.P. Unnikrishnan v. State of Andhra Pradesh, JT, reported in 1993(3) SCC, page No. 364, it was observed that the said termination is not quasi judicial. The contention that such termination having been made without observing the principles of natural justice is void, was rejected." 11. We may recall, the impugned order passed by ONGC holds that the petitioner had breached an important condition of the contract, viz. supplying new mobile pump sets. According to this order, the machinery supplied by the petitioner, claiming it to be new, was an old refurbished machinery stated to have been purchased from NMT Ltd. Further, ONCG found that the petitioner was given opportunity to submit proof of excise duty paid and details of manufacture of the said pumps. The petitioner, however, avoided supplying such details. On the basis of such facts and in absence of satisfactory explanation from the petitioner, ONGC had come to conclusion that there is no doubt that "you have submitted forged documents with a malicious intention to deploy old and refurbished pumps in lieu of new pumps as per terms of the contract. You have therefore committed a transgression by furnishing forged/fabricated documents in respect of the make and vintage of the main pumps with an malafide intention to declare the deployed pumps as new". 12. These are undoubtedly extremely serious findings by ONGC. Quite apart from these observations and conclusions forming the basis for termination of the contract on the ground of breach of the terms of the contract, the contents of the order makes it highly stigmatized. 12. These are undoubtedly extremely serious findings by ONGC. Quite apart from these observations and conclusions forming the basis for termination of the contract on the ground of breach of the terms of the contract, the contents of the order makes it highly stigmatized. It categorizes the petitioner as an agency which had not only breached the conditions of the contract but had indulged in forged documents with malicious intention to supply old machinery in lieu of new pump sets promised by it under the contract. Thus, in addition to this order resulting into adverse civil consequences of terminating the contract prematurely, further results into stigmatizing an agency and leaves further possibility of taking steps for blacklisting. Under no circumstances, can it, therefore, be stated that such an order could be passed without giving an opportunity of hearing to the petitioner. Perhaps it was not even the attempt of the Counsel for ONGC to argue that such an order could have been passed without following the principles of natural justice. His attempt, however, was to demonstrate that in facts of the present case, the natural justice should be seen to have been followed. It was in this context, painstakingly attempt was made to show that the petitioner was conveyed the anxiety of ONGC on a complaint being received regarding old machinery being supplied in the guise of it being new and the internal preliminary inquiry prima facie suggested that the allegations were true. Only when the petitioner failed to demonstrate that the machinery was purchased from NMT and on the basis of other attending circumstantial evidence, ONGC came to conclusion that the petitioner had duped ONGC. 13. We cannot accept the stand of ONGC that in the facts of the case, requirement of hearing should be seen to have been satisfied. Mere general inquiry on the basis of allegations received by ONGC, which allegations were broadly put to the petitioner for its explanation, would not meet the requirement of hearing. The basic requirement of principles of natural justice would be that a person who is likely to be visited with adverse civil consequences, is made aware about the allegations against him and the authority gives reasonable opportunity to the noticee to present his case in addition to sharing the adverse material which the authority or agency is likely to use against him for coming to the ultimate conclusion. Without any show cause notice, revealing material at the command of ONGC for coming to such tentative conclusion, ONGC proceeded to pass the final order in the guise that the petitioner was already aware about such allegations and was unable to refute the same through reliable evidence. Only if ONGC had given show cause notice to the petitioner, the allegations could have been crystallized. If the ONGC had any material at its command, either obtained unilaterally or with the involvement of the petitioner, the same had to be shared with the petitioner. 14. Had the case been entirely open and shut case, where indisputably NMT was a ghost company with no existence, Company Act registration, manufacturing facilities, central excise registration, perhaps we would have accepted the stand of ONGC that no further inquiry or opportunity to the petitioner is needed. In other words, granting hearing would be an empty formality. Surely, the principles of natural justice being flexible, cannot be stretched to such unnatural level when the petitioner, who is simply not able to even prima facie meet with the allegations of an obvious fraud, can be put in at a stage where it might have luxury of replying to a formal show cause notice. In the present case, however, facts are far from clear. The petitioner has produced voluminous documents showing that the machinery was actually purchased by the petitioner from NMT, further showing that NMT is a Limited company having manufacturing and other facilities. That it manufactures range of machineries with necessary permissions. We are not concluding this issue simply because it is not possible nor we are called upon to do so. However, we cannot lose sight of the fact that even the internal assessment of ONGC fluctuated from time to time. The report dated 18.06.2015 by the Vigilance Wing of ONGC records different opinions and reports of different committees. This is not to conclude that the stand of ONGC is not correct. This is only to show that this is certainly not an open and shut case where facts are so heavily staked against the petitioner that even a fresh chance to defend itself is not warranted. This is not to conclude that the stand of ONGC is not correct. This is only to show that this is certainly not an open and shut case where facts are so heavily staked against the petitioner that even a fresh chance to defend itself is not warranted. ONGC itself after collecting full material and even after assessment of the material on record by different committees, had differences of opinion about the question of the petitioner's machinery being new, it can hardly be stated to be a case where requirement of hearing would be empty formality. 15. Before concluding, we would like to clarify two things. Firstly, quashing of the impugned order, as we propose to do, would not prevent ONGC from passing appropriate order in accordance with law in consonance with the principles of natural justice. Second aspect is regarding requirement of supplying new machinery. It was argued before us that the tender conditions did not impost any such requirement. Even if, therefore, the petitioner has supplied machinery which is not entirely new, the petitioner has not breached any of the terms of the tender. We have already recorded relevant portion of the letter of intent dated 29.11.2012 and the contract executed by the petitioner with ONGC on or around 20.12.2013. In the letter of intent, the specifications of the pump sets clearly specified them to be new pumps with modal number and other specifications. Likewise, the contract also, in the context of the pump sets, reiterated that the pump sets would be new ones. Whatever be the tender conditions, the petitioner cannot plead that it will abide only by the requirements of the tender and not by those contained in the letter of intent or the contract subsequently executed between the petitioner and ONGC. If the contract specified that the machinery to be supplied by the petitioner would be new one, the petitioner was obliged to do so irrespective of such a requirement flowing from tender condition or not. It is not the case of the petitioner that such a condition could not have been validly imposed. In any case, the petitioner having agreed voluntarily by executing a contract, was bound by the terms thereof. An essential condition was that the pump sets would be new. It is not the case of the petitioner that such a condition could not have been validly imposed. In any case, the petitioner having agreed voluntarily by executing a contract, was bound by the terms thereof. An essential condition was that the pump sets would be new. Equally, the petitioner's argument that the pumping activity from such mobile units installed by the petitioner did not suffer from any defects, would not absolve the petitioner from carrying out its obligations under the contract. It is not a question of actual damage, but a potential loss which can be caused to ONGC. It was for the ONGC, as an expert body engaged in sphere of oil drilling and refining it, to firm up the terms and conditions of the contract under which the agency would be given the contract for supplying machinery. If in its wisdom, ONGC felt that the machinery must be newly manufactured and procured, argument that by supplying old machinery execution of the work did not suffer, would not be a valid argument. As noted, it is not so much as a question of actual damage suffered by ONGC due to deployment of old machinery, but potential to cause damage in given circumstances. 16. In the result, the petition is allowed by quashing the impugned order dated 09.07.2015. We would, however, make it clear that this is only on the ground of breach of principles of natural justice and that therefore, it would be open for ONGC to proceed further in accordance with law and take a final decision on the basis of materials that may come on record. If ONGC wishes to take a fresh action against the petitioner, a show cause notice for the same would be issued latest by 15.05.2016. 17. This quashing of the order of termination of the contract would not result into automatic revival of the contract, since in the meantime, virtually the entire period of the contract is over and Counsel for the petitioner also stated that the petitioner would not press for executing the work for the remainder of the period of few weeks.