JUDGMENT : Alpesh Y. Kogje, J. 1. Rule returnable forthwith. Learned advocate Mr. Jigar Patel waives service of rule on behalf of respondents. 2. In view of the detailed arguments advanced by both the sides and considering the nature of grievance pertaining to students education, the matter is taken up for final disposal. 3. This petition is filed under Article 226 of the Constitution of India seeking issuance of writ to quash and set aside the order/communication dated 04.07.2024 issued by the respondents as also Resolution No. 102.16 dated 06.06.2024 with a further direction to the review committee which is constituted through Resolution No. 88.18 dated 21.12.2020 to submit its report. 4. The case of the petitioner is that the petitioner is a knowledge partner with the respondent-University and by the impugned order/communication, the respondents have terminated the long standing relationship by which the petitioner has to impart knowledge and prepare course material to the students of the University based on an agreement entered into between the respondent and one Institute of Hotel and Tourism Management (hereinafter referred to as "IHTM" for short), which is the predecessor of the petitioner. According to the petitioner, to carry out the activity as per the agreement, the petitioner was also provided with a space within the University office which also the petitioner will now have to vacate. 5. Learned senior advocate Mr. Asim Pandya with learned advocate Mr. Shushil Shukla, appearing for the petitioner, has argued that the termination of the arrangement as per the contract was abrupt and in complete violation of principles of natural justice as though the action was adversely affected to the petitioner, no show-cause notice has been issued to the petitioner. It is submitted that the action on the part of the respondents which is a State within the meaning of Article 13 of the Constitution of India is arbitrary and high handed. 5.1. Learned senior advocate has argued that as per the contract, the petitioner was to impart knowledge to the students of the respondent-University in all nine courses, where under the guise of directions by the UGC, that four courses have to be closed down as the same are not being conducted in accordance with UGC. The entire contract came to be terminated though out of nine courses, five courses are still continued. 5.2. The entire contract came to be terminated though out of nine courses, five courses are still continued. 5.2. It is argues that The petitioner has invested man-powers in creating the course material to cater to the requirement of the students and if at this stage, abruptly contract is terminated then not only the petitioner will be affected adversely, but future of the students who have undertaken these courses will also to be jeopardized. 5.3. Learned senior advocate has relied upon the Clause-3.12 of the agreement dated 23.04.2007 (Annexure-P2) and submitted that the said clause provides for termination for the agreement only upon a mutual agreement between the parties and there was no scope of unilateral action. It is further submitted that though it was agreed upon in Clause-3.12 that the agreement will have to be continued till compliance last batch of students and therefore, the last batch of students which began in the academic year 2023 would last for the period of three years i.e. till 2026 and therefore, terminating the contract midway is in clear breach of Clause-3.12. 5.4. Learned senior advocate has then drawn attention of this Court to Clause-3.14 of the aforesaid agreement and has submitted that this clause provides for resolving any issue by mutual negotiation between the heads of two organizations or their representatives and their unanimous decision was to be treated as final and binding. However, without resorting to this modality provided, the respondents have terminated the contract. Learned advocate has argued that though the period of agreement/contract was ten years from 23.04.2007, which has expired on 22.04.2017, there was an extension of agreement for a period of three years and thereafter also, the arrangement has been continued and therefore, both the parties are bound by the terms of the contract which was originally entered into in the year 2007. 5.5. Learned advocate has thereafter referred to Resolution No. 102.16. This resolution refers to constitution of a review committee and upon the report being furnished by such review committee, the decision was to be taken by the respondents however, the respondents have not even waited for such report of the review committee, but terminated the contract of the petitioner. 5.5. Learned advocate has thereafter referred to Resolution No. 102.16. This resolution refers to constitution of a review committee and upon the report being furnished by such review committee, the decision was to be taken by the respondents however, the respondents have not even waited for such report of the review committee, but terminated the contract of the petitioner. Learned advocate has also submitted that Clause-1.4 of the agreement provides for copyright of the student material to remain with IHTM (predecessor of the petitioner) and therefore, on account of the termination of such contract, the students will be deprived of the study material of which the petitioner is copyright owner. 5.6. Learned advocate has relied upon the decision of the Apex Court in case of Mahabir Auto Stores Vs. Indian Oil Corporation Limited, reported in, 1990 (3) SCC 752 , particularly para-20 to argue that the respondent being instrumentality of the State is required to act with fairness and therefore, the unilateral and abrupt action does not demonstrate transparency and fairness in the action of the respondents. Learned advocate lastly argued that in the interest of the students, the entire arrangement may be continued till the respondents undertake the procedure as provided for in the agreement before taking any decision against the petitioner. 6. As against this, learned senior advocate Mr. Dhaval Dave with learned advocate Mr. Jigar M. Patel, appearing for the respondents, submits that the petition is thoroughly misconceived as the agreement was for the period of ten years which ended in the year 2017 and thereafter, it was extended for a period of three years and the extended period had also expired on 20.12.2020 and thereafter, to the knowledge of the petitioner the petitioner was continued on ad-hoc and stopgap arrangement and therefore, the petitioner cannot claim any right under the agreement which has already lapsed. Learned senior advocate has submitted that the arrangement is ad-hoc, is an admitted position as the petitioner in his pleadings in para-3 of the petition has admitted to this arrangement on ad-hoc basis. Learned senior advocate has submitted that the arrangement is ad-hoc, is an admitted position as the petitioner in his pleadings in para-3 of the petition has admitted to this arrangement on ad-hoc basis. It is submitted pursuant to the communication of the UGC to discontinue the imparting of knowledge in four courses, except for through the faculty members appointed by the University and the same was within the knowledge of the petitioner since 2023, the petitioner has not taken any re-course to legal remedy or represented to the respondents in this regard and therefore, has accepted the situation, where insofar as four courses, the services of the petitioner were already brought to an end and therefore, it is only with a view to bring the functioning of the respondent-University in consonance with UGC Regulation, petitioner being terminated the ad-hoc appointment. It is submitted that as the petitioner was aware of this ad-hoc appointment, he was aware of terminating his services insofar as four courses are concerned one year back and the fact that the contract of 2007 was no more in existence, the respondents are not required to comply with the principles of natural justice by issuing a show-cause notice. Even the agreement on which the petitioner is placing reliance itself does not provide for any show-cause notice being issued. 6.1. Learned senior advocate submitted that the argument of the petitioner regarding waiting for the review committee, the petitioner has not pointed out any clause of the contract which provides for any constitution of a review committee. Even otherwise, the review committee is under the Board of Management and the Board of Management being superior to the review committee can on its own take a decision, particularly when the opinion of the review committee was only for recommendatory nature. Learned advocate submitted that if the respondents are to accept the case of the petitioner, then it would be in the direct conflict of the regulation which prohibit imparting of knowledge to the students through teachers who are not the faculty members appointed by the University itself. This was not an option available to the respondents and therefore, the impugned communication was issued. 6.2. This was not an option available to the respondents and therefore, the impugned communication was issued. 6.2. It is lastly submitted that the petitioner has failed to place on record any data or documents about the investment that he has made for the purpose of creating study material or the damage that is likely to be caused to him. It is also submitted that insofar as the career of the students is concerned, the University has also made an arrangement by which none of the students is affected in his course adversely nor any student has made any grievance about adverse effect on his studies in the respective course. 7. Heard learned advocates for the parties and perused the documents placed on record. The petitioner claimed to have entered into a written contract through its predecessor IHTM with the respondent-University as a knowledge partner. The written contract was entered into on 23.04.2007 and it was for period of 10 years. Accordingly, the contract expired on 22.04.2017. The contract was extended for a period of three years and the extended period expired on 20.12.2020. 8. The contract provided for responsibilities of IHTM for designing academic program for various courses which are 9 in numbers. The respondent-University is governed by the UGC Regulation. As per such Regulation, the University was not supposed to engage external faculty members for conducting the courses. On account of the observation of the UGC committee that the courses of BBA, BBA-AT, BCA and MSW were being conducted by external faculty i.e. through the petitioner knowledge partner. The UGC cancelled the recognition of the respondent-University. Consequently, the University has withdrawn the arrangement with the petitioner for the aforesaid four courses since academic year 2023. The petitioner has not agitated against this action. 9. Resolution No. 102.16 was passed in the Board of Management dated 06.06.2024 which reads as under:- "In December 2017, the University renewed the MoU for three more years to run various Vocational- Professional courses with the petitioner as Knowledge Partner. On expiry of its term in December 2020, a review committee was constituted by the Board to renew the MoU again. All the details of the said review committee meeting were produced at the time of the meeting. On expiry of its term in December 2020, a review committee was constituted by the Board to renew the MoU again. All the details of the said review committee meeting were produced at the time of the meeting. In addition, it was also brought to the notice of the Board of Management that four courses namely BBA, BBA-AT, BCA and MSW were derecognized by UGC-DEB in the year 2023 on the grounds that "The Committee also observed that the faculty members are employees of an external organization (Knowledge Management and Research Organisation)." Further, these courses are run by an external agency the petitioner and not by the University. In the 88th meeting of the Board of Management dated 21/12/2020, the operations of the petitioner were normally continued vide the resolution No. 88.18. No report of the review committee has been received so far. But when the recognition of the course itself has been cancelled, the procedures of admission etc. cannot be done by continuing it. Therefore, taking into consideration all the above facts, at the end of deep discussion, the Board of Management decided to cease the ongoing operations with the petitioner with immediate effect. It has been decided to accommodate the students currently studying in various vocational and professional courses through the petitioner in the concerned Learner Support Center-LSC/Regional Center-RC under the direction of the University." 10. Based on aforesaid resolution, impugned communication dated 04.07.2024 was issued indicating that the petitioner is associated with respondent-University as a knowledge partner for various vocational- professional courses. Vide Resolution No. 102.16 passed in 102nd meeting of the Board of Management held on 06.06.2024, it has been decided to cease the ongoing operations with the petitioner with immediate effect. Considering the said matter, it is informed to hand over your entire details, entire record, and all the equipment provided by the University, including furniture and computers, within 7 days to the Registrar. 11. The petitioner has argued that before this communication, the respondent ought to have issued show- cause notice and followed principles of natural justice. For this issue, it would be relevant to examine the relationship between the petitioner and the respondents. The written contract was executed between respondent-University and IHTM (Predecessor of the petitioner) on 23.04.2007 which expired on 22.04.2017. Thereafter, the contract was extended on 21.12.2017 for three years till 20.12.2020. For this issue, it would be relevant to examine the relationship between the petitioner and the respondents. The written contract was executed between respondent-University and IHTM (Predecessor of the petitioner) on 23.04.2007 which expired on 22.04.2017. Thereafter, the contract was extended on 21.12.2017 for three years till 20.12.2020. After the expiry of the three years period, there is no formal contract in existence, but only an arrangement on a mutual understanding which can be termed as "Fluid arrangements". In absence of any existing relationship between the parties, no right is created in favour of the petitioner to claim principles of natural justice. Any procedure which was required to be followed was no more in existence and the relationship continued for ad-hoc arrangements which the petitioner continued at his own risk. 12. The stand of the respondents is based on the Regulation governing the foundation of the Respondent-University as per new UGC regulations, namely, University Grants Commission (Open and Distance Learning Programmers and Online Programmes) Regulations, 2020 came into force. Clause 5 of Section I of Annexure III of the aforesaid Regulations prohibited offering of courses through Franchising Model. The aforesaid clause is reproduced herein below. "5. No University can offer its programmes or other related activities through franchising arrangement for the purpose of conducting courses through Open and Distance Learning mode and Online Mode." 12.1. In 2023, UGC did not recommend approval of four courses, i.e. BBA, BBAAT, BCA and MSW on the ground that faculty members were not appointed as per the relevant UGC Regulations but the said faculty members were employees of the petitioner. 13. The only method recognized by the UGC for imparting knowledge apart from the recognized University, is by adopting method of "Franchisee" which is defined in Clause 2(i) of the University Grants Commission (Open and Distance Learning Programmers and Online Programmes) Regulations, 2020. The written contract with predecessor IHTM and the ad-hoc arrangement existing does not fall within this definition. 14. Hence, it bornes out that if the arrangements of the petitioner on the principles of natural justice is to be accepted, then it will be directly in conflict with the Regulations. The written contract with predecessor IHTM and the ad-hoc arrangement existing does not fall within this definition. 14. Hence, it bornes out that if the arrangements of the petitioner on the principles of natural justice is to be accepted, then it will be directly in conflict with the Regulations. Therefore, in the opinion of the Court, when there is a friction as in the facts of the case between non compliance with regulations and principles of natural justice which amount to directions dehors the Regulations, the balance will tilt in favour of the Regulations. In the facts of the case, if directions are issued to comply with principle of natural justice, then it would amount to a direction to the respondent-University to act against the Regulations of the UGC. 15. The contention of fairness by the learned advocate for the petitioner relying upon the decision of the Apex Court in case of Mahabir Auto Stores (Supra) at first blush is attractive. In para-20, the Apex Court has held that an administrative action of the State organization under contractual or statutory transaction procedure is to be followed which is reasonable. In the opinion of the Court, today the relation existing between the parties cannot be equated to the status of contractual or statutory. It was "fluid status" for which the Court may not issue direction which will be directly against the Regulations. In the present case, discontinuing of the arrangement was for the purpose of bringing the functioning of the Respondent-University in conformity with the Regulations. These were not the facts in case of Mahabir Auto Stores (Supra). 16. With regard to the argument of loss to the students, stand of the University in affidavit is that the Board of Management, in its meeting held on 06.06.2024, decided to discontinue interim arrangement with the petitioner with immediate effect. The aforesaid decision was communicated to the petitioner vide communication dated 04.07.2024. 16.1. The petitioner can not claim vested right to continue its arrangement with respondent No. 1 post non-renewal of the agreement w.e.f. 20.12.2020. After discontinuing with the aforesaid interim arrangement with the petitioner, all the students, which were being provided study material by the petitioner, are now being provided with the same by the University. 17. The Respondent-University on affidavit has state that Not a single existing student has any grievance with respect to the new arrangement. After discontinuing with the aforesaid interim arrangement with the petitioner, all the students, which were being provided study material by the petitioner, are now being provided with the same by the University. 17. The Respondent-University on affidavit has state that Not a single existing student has any grievance with respect to the new arrangement. Therefore, the contention of the petitioner that the interest of the existing students would be jeopardized on account of discontinuance of the interim arrangement with the petitioner is completely devoid of substance. The aforesaid contention is not controverted by the petitioner. 18. On the ground, impugned action being adverse to the petitioner, particularly the petitioner having invested its resources in developing the study material etc, it will be proper to accept the contention of the respondents that the petitioner has in his pleadings or otherwise not placed any evidence documents or otherwise to substantiate such a claim. Moreover, Clause-1.4 reads as under:- "1.4 Printed Study Material: The IHTM shall develop the content of the study materials for the programmes designed and developed by IHTM and submit the same to the University for necessary approval and it shall be redesigned as per the norms & suggestions of DEC. However, the printing of the study material shall be done by the University by their own for the various academic programmes including the programmes developed and maintained by IHTM, for which the study materials is being developed by IHTM. Copyright of the study materials shall remain with the IHTM." 19. Yet another clause that may be referred is Clause-3.14 as under-:- "3.14 Any dispute as to the interpretation of the meaning or extent of scope of the expressions or clauses herein or the operational modalities hereunder shall as far as possible, be resolved by mutual negotiations by and between the Heads of the two organizations or their representatives and their unanimous decision shall be final and binding on all concerned. If one of the parties dispute about the decision of both the parties, in such a case the same dispute shall be refereed to arbitration in accordance with provision of the Arbitration & Conciliation Act. The arbitrator shall be appointed by the consent of both the parties. The decision of the arbitrator shall be binding on both the parties. The expenses of arbitration shall be shared equally." 20. The arbitrator shall be appointed by the consent of both the parties. The decision of the arbitrator shall be binding on both the parties. The expenses of arbitration shall be shared equally." 20. Even if the claim of the petitioner is to be examined on the basis of the written contract with the predecessor IHTM, still there is a provision to resolve to which the petitioner has not resorted to. 21. The Apex Court in case of Joshi Technologies Vs. Union of India and others, reported in, (2015) 7 SCC 728 has circumscribed the sphere under which writ under Article 226 of the Constitution of India to operate in contractual matters. The Apex Court in para-47 held as under:- "47. It is stated at the cost of repetition that Article 32 of the contract supersedes any understanding between the parties. Thus, even if it is presumed that there was an understanding between the parties before entering into an agreement to the effect that benefit of Section 42 deduction shall be extended to the appellant, that understanding vanished into thin air with the execution of the two PSCs. Now, for all intent and purpose, it is only the PSCs signed between the parties, which can be looked into. We answer this question accordingly" 22. In view of the aforesaid discussion, the Court does not find any cause for interference with the impugned order/communication dated 04.07.2024. Hence, the petition deserves to and the same is hereby dismissed. Rule is discharged.