JUDGMENT : HARISANKAR V. MENON, J. 1. The petitioner, who has been engaged in trading in petroleum products pursuant to a dealership from the 1st respondent herein under the “social objective scheme” has filed the captioned writ petition challenging Ext.P2 proceedings by which the dealership should be terminated. 2. The petitioner points out in this writ petition that she was engaged as a dealer pursuant to Ext.P1 agreement dated 21.06.2002 and that she has been running the outlet thereafter. A show cause notice dated 29.09.2022 was issued to the petitioner, proposing the termination of the dealership. The essential allegations, as per the said notice, are with reference to a complaint received from a third party to the effect that the petitioner had issued a power of attorney in favour of another person, and, therefore, the petitioner was not the person running the retail outlet. To the afore notice, the petitioner submitted detailed objections dated 12.10.2022 as evidenced by Ext.P4. Later, a personal hearing was provided to the petitioner on 21.03.2023 at the State office of the 1st respondent herein. The petitioner was heard by one Sri. Sanjib Kumar Behera, Chief General Manager of the 1st respondent herein. Ext.P5 is the minutes of personal hearing. A perusal of Ext.P5 shows that the petitioner sought for ten days time to produce Income Tax Returns and related documents like balance sheets and Profit and Loss accounts in support of the stand of the petitioner that the allegations raised against her were baseless. Ext.P5 also shows that the petitioner was granted time till 01.04.2023 to submit the additional documents as prayed for by her. 3. The petitioner submits that thereafter, nothing was heard from the side of the 1st respondent herein till October 2024, when on the 10th of October, there was an attempt to barge into the outlet of the petitioner with reference to the termination of the dealership. On the next day, 11.10.2024, such an attempt was again made, points out the petitioner. On the same date, the proceedings were pasted on the premises of the petitioner, from which she noticed that the dealership was terminated. A copy of the above proceedings dated 11.10.2024 is produced as Ext.P2 in the writ petition. 4. It is challenging the proceedings at Ext.P2 that the captioned writ petition is filed by the petitioner. 5. On the same date, the proceedings were pasted on the premises of the petitioner, from which she noticed that the dealership was terminated. A copy of the above proceedings dated 11.10.2024 is produced as Ext.P2 in the writ petition. 4. It is challenging the proceedings at Ext.P2 that the captioned writ petition is filed by the petitioner. 5. A counter affidavit dated 23.10.2024 is filed by the respondents, essentially relying on various documents seeking to support the action taken. The counter affidavit also points out in detail the procedure followed in the case at hand. 6. I have heard Sri. Adarsh Kumar, the learned counsel for the petitioner and Sri. E.K. Nandakumar, senior counsel instructed by Smt. Ramola Nayanpally for the respondents herein. 7. Sri. Adarsh Kumar, the learned counsel for the petitioner would contend that: (i) The impugned order at Ext.P2 is one issued violating the principles of natural justice. He points out that the personal hearing was provided by Sri. Sanjib Kumar Behera, as seen from Ext.P5, whereas the impugned order at Ext.P2 is passed by Smt. Geetika Verma. Therefore, he points out that since the order has been issued by a different officer than the one who granted the opportunity of hearing, there is violation of the principles of natural justice. In this regard, he relies on the judgments of this Court in Markose v. Tahsildar, 1995 (2) KLT 112 and Marico Industries Limited v. State of Kerala, 2003 (1) KLT 956 . (ii) There is an inordinate delay in issuing the impugned order at Ext.P2 with reference to the personal hearing as per Ext.P5. The personal hearing was conducted on 21.03.2023, and Ext.P2 order was issued on 11.10.2024, after the lapse of nearly 18 months. Therefore, the petitioner ought to have been granted an opportunity of being heard, especially when a different officer has issued Ext.P2 order. (iii) He would point out that Ext.P2 is not served on the petitioner in a manner known to law. (iv) He relies on the judgment of the Apex Court in Municipal Committee Hoshiarpur v. Punjab State Electricity Board and Ors. (2010) 13 SCC 216 and Jayendra Vishnu Thakur v. State of Maharahstra and Another, (2009) 7 SCC 104 in support of the contention that the violation of the principles of natural justice has caused prejudice to the petitioner. (v) He relies on ABL International Limited and Anr. (2010) 13 SCC 216 and Jayendra Vishnu Thakur v. State of Maharahstra and Another, (2009) 7 SCC 104 in support of the contention that the violation of the principles of natural justice has caused prejudice to the petitioner. (v) He relies on ABL International Limited and Anr. v. Export Credit Guarantee Corporation of India Limited and Ors. (2004) 3 SCC 553 to contend that the writ jurisdiction can be availed in the case at hand. 8. Per contra, Sri. E.K. Nandakumar, the learned senior counsel for the respondents, contends that: (i) The petitioner was offered a dealership as a member of the backward community, and on account of the allegations proved against her, the 1st respondent is entitled to cancel the dealership and engage other genuine persons. (ii) He refers to the arbitration clause under the dealership agreement and contends that the writ court is not to interfere. He relies on the judgment of the Apex Court in N.G. Projects Limited v. Vinod Kumar Jain and others, (2022) 6 SCC 127 as also the judgment of the Division Bench of this Court in W.A. No. 2923 of 2009 dated 26.08.2011 in support of the afore submission. (iii) He points out that the hearing provided in the case at hand is not a case of “personal hearing” and is an “institutional hearing.” He refers to the detailed procedure adopted by the 1st respondent in the matter, as highlighted in paragraph 35 of the counter affidavit in support of the above. (iv) He relies on the judgments of the Apex Court in Kalinga Mining Corporation v. Union of India and Others, (2013) 5 SCC 252 , Ossein and Gelatine Manufacturers’ Association of India v. Modi Alkalies and Chemicals Limited and Another, (1989) 4 SCC 264 and the Full Bench judgment of this Court in Sudheer v. Susheela, 2009 (4) KLT 29 (FB) and would point out that in the case at hand, no prejudice is established, assuming that there is violation of the principles of natural justice. He also relies on Haryana Financial Corporation and Another v. Kailash Chandra Ahuja, (2008) 9 SCC 31 and Board of Directors, Himachal Pradesh Transport Corporation and Another v. K.C. Rahi, (2008) 11 SCC 502 to contend that the petitioner is not entitled to any reliefs. 9. I have considered the rival submissions as well as the connected records. 10. He also relies on Haryana Financial Corporation and Another v. Kailash Chandra Ahuja, (2008) 9 SCC 31 and Board of Directors, Himachal Pradesh Transport Corporation and Another v. K.C. Rahi, (2008) 11 SCC 502 to contend that the petitioner is not entitled to any reliefs. 9. I have considered the rival submissions as well as the connected records. 10. In view of the rival submissions, the following questions arise for consideration in this writ petition: (i) Is the petitioner entitled to maintain a writ petition under Article 226 of the Constitution of India in the case at hand? (ii) Is there any violation of the principles of natural justice in the case at hand? (iii) Is any prejudice caused to the petitioner on account of the violation of principles of natural justice, if there is any? 11. The first issue arising for consideration is as regards the maintainability of this writ petition. Sri. Nandakumar, the learned senior counsel for the respondents relied upon N.G. Projects Ltd. (supra) rendered by the Apex Court and the judgment in Writ Appeal No. 2923 of 2009 of a Division Bench of this Court. In N.G. Projects Ltd. (supra), the Apex Court was considering the rejection of a bid pursuant to a tender invited by the Road Construction Department, Jharkhand. Considering the afore situation, the Apex Court held that the writ court should refrain itself from endorsing the decision over the decision taken as to whether or not to accept the bid of a tenderer, especially when the courts do not have the expertise to examine the terms and conditions of the present day economic activities of the State. The Apex Court also cautioned that the courts should not find fault with a magnifying glass in its hand; rather, the courts are only to examine whether the decision-making process is correct. In my opinion, the afore judgment cannot be applied to the facts and circumstances of the case at hand, insofar as, here, the petitioner is complaining of the absence of procedural fairness since, according to her, there is violation of the principles of natural justice. The Apex Court, in the afore judgment, has also held that the High Court can examine whether the decision-making process is one in tune with the known principles of administrative law. The Apex Court, in the afore judgment, has also held that the High Court can examine whether the decision-making process is one in tune with the known principles of administrative law. Similarly, the judgment of the Division Bench in W.P. (C) No. 2923 of 2009, considered a situation where the dealership was terminated pursuant to certain discrepancies noticed in the quality of the products, which were supplied by the petroleum company to the dealer. This Court found that even if there may be a failure on part of the company to scrupulously follow the procedure prescribed, assuming so, that does not entitle the dealer to approach this Court in the exercise of the jurisdiction under Article 226 of the Constitution of India. However, I notice that the afore judgment has been rendered with respect to the dispute raised by the dealer as regards certain procedures adopted in drawing samples of petroleum products from the custody of the dealers/agents. But in the case at hand, the dispute raised is essentially as regards the alleged violation of the principles of natural justice. I also notice that in the afore judgment of the Division Bench of this Court, the Division Bench has also noticed an earlier round of litigation against the order of termination, wherein the impugned proceedings were set aside directing to provide a personal hearing to the dealer in question. In other words, an opportunity for hearing is to be granted in cases of the present nature, and if there is any violation, the dealer is entitled to approach this Court. I also notice the judgment of the Apex Court relied on by the learned counsel for the petitioner, Sri. Adarsh Kumar - ABL International Limited (supra), wherein it is held as under: “23. It is clear from the above observations of this Court, once State or an instrumentality of State is a party to the contract, it has an obligation in law to act fairly, justly and reasonably which is the requirement of Article 14 of the Constitution of India. It is clear from the above observations of this Court, once State or an instrumentality of State is a party to the contract, it has an obligation in law to act fairly, justly and reasonably which is the requirement of Article 14 of the Constitution of India. Therefore, if by the impugned repudiation of the claim of the appellants the first respondent as an instrumentality of the State has acted in the contravention of the above said requirement of Article 14 then we have no hesitation that a Writ Court can issue suitable directions to set right the arbitrary actions of the first respondent.” Again the Apex Court in Harbanslal Sahnia and Another v. Indian Oil Corporation Ltd. and Others, (2003) 2 SCC 107 , with respect to the termination of dealerships by the Indian Oil Corporation themselves, has found as under: “7. So far as the view taken by the High Court that the remedy by way of recourse to arbitration clause was available to the appellants and therefore the writ petition filed by the appellants was liable to be dismissed is concerned, suffice it to observe that the rule of exclusion of writ jurisdiction by availability of an alternative remedy is a rule of discretion and not one of compulsion. In an appropriate case, in spite of availability of the alternative remedy, the High Court may still exercise its writ jurisdiction in at least three contingencies: (i) where the writ petition seeks enforcement of any of the fundamental rights; (ii) where there is failure of principles of natural justice; or (iii) where the orders or proceedings are wholly without jurisdiction or the vires of an Act is challenged. [See Whirlpool Corporation v. Registrar of Trade Marks, (1998) 8 SCC 1 ]. The present case attracts applicability of the first two contingencies. Moreover, as noted, the petitioners' dealership, which is their bread and butter, came to be terminated for an irrelevant and non-existent cause. [See Whirlpool Corporation v. Registrar of Trade Marks, (1998) 8 SCC 1 ]. The present case attracts applicability of the first two contingencies. Moreover, as noted, the petitioners' dealership, which is their bread and butter, came to be terminated for an irrelevant and non-existent cause. In such circumstances, we feel that the appellants should have been allowed relief by the High Court itself instead of driving them to the need of initiating arbitration proceedings.” In the light of the afore principles, I am of the opinion that insofar as the allegation raised by the petitioner is with reference to the violation of the principles of natural justice at the hands of the 1st respondent herein, which is admittedly an instrumentality of the State, the petitioner is justified in approaching this Court under Article 226 of the Constitution of India. 12. The second question arising for consideration is with reference to the alleged violation of the principles of natural justice. The petitioner contends that Ext.P2 proceedings has been issued by a different officer than the one who granted the opportunity of hearing as seen from Ext.P5, and therefore, there is violation of principles of natural justice. Sri. Adarsh Kumar, the learned counsel for the petitioner, relied on the judgment of a learned Single Judge of this Court in Markose (supra). That was a case where the officer who heard the matter was transferred, and the successor officer issued the impugned order without granting a fresh opportunity for hearing. However, that was a case where an opportunity for a personal hearing was extended to the assessee/petitioner. But in the case at hand the respondents have raised the contention that the hearing provided was not a case of “personal hearing” but one of “institutional hearing.” In that regard, Sri. Adarsh Kumar relied on the judgment of a Division Bench of this Court in Marico Industries (supra). In the said judgment, this Court held as under: “8. It is one of the accepted fundamental rules of natural justice that “the one who decides must hear.” The salutary rule of natural justice of audi alterum partem will be violated insubstance and content if the person who hears does not render the decision. It is possible to conclude that this is not an invariable and rigid rule of universal application. It is possible to find circumstances where this rule cannot be applied rigidly and with rigour. It is possible to conclude that this is not an invariable and rigid rule of universal application. It is possible to find circumstances where this rule cannot be applied rigidly and with rigour. In an institutional hearing it is not essential that the person who hears must also decide. Our attention has been drawn to various decisions having a bearing on this question. Our attention has been specifically drawn to the decisions reported in Gullapalli Nageswara Rao and Ors. v. Andhra Pradesh State Road Transport Corporation and Anr. AIR 1959 SC 308 , Thomas Mathew v. Secretary to Government, 1999 (3) KLT 275 , Katherine v. Secretary to Government, 2002 (1) KLT 882 and Union of India v. Andrew, 1996 (1) KLT 133 . A valid institutional decision after institutional hearing may not be impossible under the Indian Law also. In that view of the matter it may be possible in an appropriate case for a body like the Government, board, department or a specified head of a department to render an institutional decision after institutional hearing (and not personal hearing) without offending the rule of audi alterum partem. But the nature and quality of the hearing contemplated and the nature and texture of the decision to be rendered must be carefully and alertly considered to answer the question whether in the given case the hearing/decision contemplated is an institutional one where the golden rule that the one who hears must also render the decision, can be deviated from. Thus, this Court noticed that there is a difference between an “institutional hearing” and “personal hearing.” Thereafter, it is found that the fundamental rule that the “one who decide must hear” may not be strictly applied to “institutional hearing.” In that case, ultimately this Court found that a hearing to be provided by the Commissioner of Commercial Taxes with reference to Section 59A(2) of the KGST Act was not institutional but personal. It is in the afore circumstances that this Court interfered with the impugned order therein and directed reconsideration of the issue. Therefore, the principles laid down in the afore judgment may not strictly help the case of the petitioner.” 13. The question as to whether the hearing contemplated in the present case is an “institutional one” or “personal one” is now to be considered. 14. Therefore, the principles laid down in the afore judgment may not strictly help the case of the petitioner.” 13. The question as to whether the hearing contemplated in the present case is an “institutional one” or “personal one” is now to be considered. 14. In the counter affidavit filed by the 1st respondent, the nature of the decision-making process is pointed out as under: “35. With reference to the averments contained in paragraph 14 of the writ petition, the same are incorrect and denied. As detailed above, the procedure for termination of an SC/ST dealership is governed by the guidelines issued by the 1st respondent, which are clearly documented vide policy circulars and the corporation acts only in accordance with the same. In the case of an SC/ST dealership termination, the decision to terminate the dealership is taken by the competent authority at the Head Office of the 1 respondent, and in this case the competent authority was the Director (Marketing) at Head office, Mumbai, of Indian Oil Corporation Limited. As per the policy, before the final proposal for termination is placed before the competent authority for approval, the State Head of the corresponding state (in this case, the State Head-Kerala & Lakshadweep, Indian Oil Corporation Limited) is to offer a personal hearing to the “SC”/”ST” category dealer in conformity with the principles of natural justice and the same was done on 21.03.2023 as mentioned by the petitioner herself. Once the proposal moved to the office of the Director (Marketing), after various queries, replies from various levels in various departments, the note was approved by the Director (Marketing). Once the same is approved, as per policy, the letter of termination is to be issued under the name and stamp of the corresponding state head, in this case the State Head, Kerala & Lakshadweep, Indian Oil Corporation Limited. The mere fact that the official who gave personal hearing (the State Head during March 2023) and that the official who has signed the termination notice (the State Head during October 2024) are not one and the same cannot be a reason for alleging the decision to be bad in law. As a Government of India undertaking, the officials of the 1st respondent are transferred on PAN India basis and hence a continuity in the posts and persons decorating the posts is not possible by design. As a Government of India undertaking, the officials of the 1st respondent are transferred on PAN India basis and hence a continuity in the posts and persons decorating the posts is not possible by design. Effectively, the decision making process for termination of an SC/ST dealership is an institutional one, and as such, goes through several levels of scrutiny. It is settled law that in an institutional decision making process, the one who hears need not be the one who decides. Thus, it is seen that the decision-making process is as under: (i) A fact-finding letter is issued by the Divisional Retail Sales Head. (ii) If the response from the dealer is not satisfactory, a show-cause notice is issued. (iii) It is for the State Head to offer the personal hearing to the dealer. (iv) The final proposal is to be placed before the competent authority for approval by the State Head. (v) Decision is to be taken by the Director (Marketing), Head Office, Mumbai (Competent Authority). (vi) Once it is so approved, the State Head issues the letters of termination intimating the approval by the competent authority.” Thus, the 1st respondent contends that the case at hand concerns only an institutional hearing and not a personal hearing. 15. Along with the above, a reference to the agreement entered into between the petitioner and the respondent Corporation is also to be made. The petitioner has produced the said agreement as Ext.P1 along with this writ petition. It is seen that the agreement is entered into between the “Indian Oil Corporation” and the petitioner herein. A reading of the said agreement would also show that the appointment of the petitioner as the dealer is effected by the “Corporation.” It is only that on behalf of the Corporation, a designated Manager is signing the agreement. The petitioner, being the dealer, is to act according to the said terms and conditions, not to the detriment of the Corporation and also not against the terms and conditions thereof. Under clause 56 of the agreement, the respondent Corporation is granted liberty to terminate the agreement in question. Thus, it is seen that the petitioner is entering into the agreement with the respondent Corporation and is also continuing to act on the basis of the covenants of the said agreement, set out by the Corporation. Under clause 56 of the agreement, the respondent Corporation is granted liberty to terminate the agreement in question. Thus, it is seen that the petitioner is entering into the agreement with the respondent Corporation and is also continuing to act on the basis of the covenants of the said agreement, set out by the Corporation. Ultimately, the termination also takes place at the hands of the “Corporation” and it is only that the Corporation is being represented by its officials. 16. It is in the background of the afore that the question as to whether there is violation of the principles of natural justice in the case at hand is to be decided. 17. In Ossein and Gelatine Manufacturers’ Association (supra), the Apex Court considered a situation where, in relation to approval by the Government, a hearing was offered by one officer, and the ultimate order was signed/passed by another officer. Considering the afore situation, the Apex Court found that: “6. There was some discussion before us on a larger question as to whether the requirements of natural justice can be said to have been complied with where the objections of parties are heard by one officer but the order is passed by another. Shri Salve, referring to certain passages in Local Government Board v. Alridge, 1915 AC 120 : 84 LJKB 72, Ridge v. Baldwin, 1964 AC 40 : (1963) 2 All ER 66 : (1963) 2 WLR 3, Regina v. Race Relations Board, Ex parte Selvarajan, (1975) 1 WLR 1686 and in de Smith's Judicial Review of Administrative Action (4th Edn. pp. 219-220) submitted that this was not necessarily so and that the contents of natural justice will vary with the nature of the enquiry, the object of the proceeding and whether the decision involved is an “institutional” decision or one taken by an officer specially empowered to do it. Shri Divan, on the other hand, pointed out that the majority judgment in Gullappalli Nageswara Rao v. APSRTC, AIR 1959 SC 308 : 1959 Supp 1 SCR 319 has disapproved of Alridge case [1915 AC 120 : 84 LJKB 72] and that natural justice demands that the hearing and order should be by the same officer. This is a very interesting question and Alridge Case [1915 AC 120 : 84 LJKB 72] has been dealt with by Wade [Administrative Law, 6th Edn. p. 507 et seq]. This is a very interesting question and Alridge Case [1915 AC 120 : 84 LJKB 72] has been dealt with by Wade [Administrative Law, 6th Edn. p. 507 et seq]. We are of opinion that it is unnecessary to enter into a decision (sic discussion) of this issue for the purposes of the present case. Here the issue is one of grant of approval by the Government and not any particular officer statutorily designated. It is also perfectly clear on the records that the officer who passed the order has taken full note of all the objections put forward by the petitioners. We are fully satisfied, therefore, that the requirements of natural justice have been fulfilled in the present case.” Again, the Apex Court in Kalinga Mining Corporation (supra) considered the applicability of the principles of natural justice with respect to the institutional hearing. That was a case where the concerned parties were heard by a Joint Secretary on behalf of the Central Government, but the order was passed by a Deputy Secretary. Considering the afore, the Apex Court found as under: “70. We also do not find much substance in the submission made by Mr. Krishnan that the Order dated 27-9-2001 is vitiated as it has been passed by an officer who did not give a hearing to the parties. This is clearly a case of an institutional hearing. The direction has been issued by the High Court for a hearing to be given by the Central Government. There was no direction that any particular officer or an authority was to give a hearing. In such circumstances, the orders are generally passed in the relevant files and may often be communicated by an officer other than the officer who gave the hearing.” Further, a Full Bench of this Court in Sudheer (supra), considered a situation where the Government issued orders under Rule 4(4) of Chapter III of Kerala Education Rules. The dispute arose in a situation where the opportunity of hearing was granted by the Under Secretary of the Government, and the final order was issued by the Secretary to the Government. Therefore, it was contended that there was violation of the principles of natural justice. The dispute arose in a situation where the opportunity of hearing was granted by the Under Secretary of the Government, and the final order was issued by the Secretary to the Government. Therefore, it was contended that there was violation of the principles of natural justice. The Full Bench of this Court in Sudheer (supra) noticed the following circumstances on the basis of which the impugned order was issued: “The said note was made at Para-22 of the Note File. Sri. K.T. George, Additional Law Secretary, on receiving the File, called for further documents to tender the advice sought by the Administrative Department. On getting further details, the Additional Law Secretary, at Para-35 of the Note File stated that the Law Department agrees to the suggestion at Para-22 of the Note file. Based on the advice of the Law Department, a draft of Ext.P8 was put up. It was approved by the Under Secretary, Smt. Sujatha on 26.8.2008, by Sri. P.C. Jose, Additional Secretary, General Education Department on 28.08.2008 and further approved by Sri. James Varghese, Secretary to Government, General Education Department on 30.08.2008. As a consequence, Ext.P8 order dated 30.8.2008, was issued by the Government. We doubt, if the learned Single Judge has seen the files, whether the impugned order would have been quashed on the ground of violation of principle of natural justice.” On the afore factual position, the Full Bench of this Court in Sudheer (supra) at paragraph 22 of the judgment has laid down the law as under: “22. We have mentioned the above point to emphasise that in matters of statutory appeals and revisions before the Government, decisions are taken in accordance with the Rules of Business and communicated in the name of the Governor. The order may be signed by the Secretary/Additional Secretary/Joint Secretary/Deputy Secretary or Under Secretary, as the case may be. But the decision may or may not be one taken by the officer who signed it. In Sanjeevi’s case (supra), the Apex Court has specifically upheld the power of the Minister concerned to call for any file and take a decision, even though the officers under him may be competent to deal with the said matter and also the power to issue directions to the officers regarding the disposal of a specific case and in that event the officers can take decision in that case, subject to such directions only. In some cases, the files have to be sent to the Chief Minister. In certain other matters, the Council of Ministers alone can take decision. We have quoted the Rules of Business, wherein there is mandatory consultation with Finance Department and Law Department on certain specified matters. So, a decision, as mentioned earlier, can never be taken according to the personal opinion of the Secretary, who heard the matter.” Therefore, the Full Bench of this Court also has found that in cases where institutional hearings are provided, principles of natural justice - he who heard must decide - may not be strictly applicable. 18. Applying the afore to the facts and circumstances of the case at hand, this Court notices that the impugned order at Ext.P2 is issued for and on behalf of the Indian Oil Corporation Limited and it is only that the same is communicated/signed by the State Head. A detailed procedure has already been noticed and is provided with respect to the hearing granted and the manner in which the decision is arrived at. In my opinion, it is a case of institutional hearing and the rules of natural justice, to the extent applicable, have been followed in the matter. Merely because the hearing has been extended by the then State Head and the impugned order issued by the current State Head that may not be a reason for upsetting the impugned order. 19. Therefore, I hold that there is no violation of the principles of natural justice in the case at hand. On account of the above, there is no requirement to consider the third question posed in paragraph 10 above. 20. Resultantly, this writ petition would stand dismissed, without prejudice to the right of the petitioner to challenge Ext.P2 order before the appellate authority on the merits of the findings contained therein.