ORDER : NAGESH BHEEMAPAKA, J. Petitioner is a private limited company engaged in execution of large-scale infrastructure and civil engineering works and has, over the years, undertaken complex projects involving earthwork, bridges, and allied construction activities. Pursuant to an open tender process initiated by Respondent No.2, Petitioner was awarded the subject work. The present writ petition is filed challenging the action of Respondent No.2 in issuing Termination Notice dated 30.09.2025 and the consequential and imminent steps taken and threatened to be taken for invocation of the Bank Guarantees furnished by Petitioner, coupled with forfeiture of amounts admittedly owed and refundable to Petitioner under the contract. 1.1. Petitioner contends that impugned termination and threatened invocation of Bank Guarantees is ex facie arbitrary, unreasonable and vitiated by mala fides. It is specifically pleaded that the alleged delay in execution of works was not attributable to any default on their part, but was occasioned solely due to Respondent No.2's own persistent and admitted lapses, including failure to hand over encumbrance-free and workable site, failure to furnish approved drawings and L- sections essential for execution, failure to freeze and finalise the scope of work introduction of massive variations and additions to the scope long after award of contract, chronic and unjustified delays in release of running account bills and occurrence of force majeure events such as COVID-19 pandemic, unprecedented rains, flooding and cyclonic conditions. All these factors were duly notified to, acknowledged by, and within the active knowledge of Respondent No.2 from time to time. 1.2. Petitioner states that pursuant to the tender invited by Respondent No.2 for the work of ‘Earth work in formation (cutting and banking) and construction of bridges for Railway siding and marshalling yard for (4X270 MW) BTPS, Manuguru, Bhadradri-Kothagudem District’, Petitioner submitted its bid, which was accepted and work was awarded for contract value of Rs.24,22,52,159.40 vide Letter of Acceptance dated 30.05.2020. The original stipulated completion period under the Letter of Acceptance was nine months. 1.3. It is specifically contended that within the said original completion period of nine months, Respondent No.2 neither handed over the site required for execution of works nor furnished the approved drawings necessary for commencement and completion of the work. The original stipulated completion period under the Letter of Acceptance was nine months. 1.3. It is specifically contended that within the said original completion period of nine months, Respondent No.2 neither handed over the site required for execution of works nor furnished the approved drawings necessary for commencement and completion of the work. Despite Petitioner fulfilling all pre- requisites under the tender conditions, including furnishing Performance Bank Guarantee and Additional Performance Bank Guarantee on 12.06.2020, Respondent No.2 failed to execute the formal agreement within the original completion period. 1.4. Petitioner states that L.S. Agreement bearing No.15/2021-22 came to be executed only on 09.09.2021, after a lapse of nearly fifteen months from the date of the Letter of Acceptance dated 30.05.2020. The Agreement so executed was a standard form dotted-line contract, affording no bargaining power to Petitioner and compelling acceptance on a take-it-or- leave-it basis. Petitioner further contends that the salient terms of the contract stipulated, inter alia, completion period of nine months, mandatory release of payments within thirty days from the date of submission of invoices, execution of works strictly in accordance with approved drawings and specifications under the directions of the Engineer-in-Charge, provision for extension of time in cases of force majeure and unforeseen circumstances beyond the control of the contractor, and settlement of disputes by arbitration. 1.5. In accordance with the Letter of Acceptance, Petitioner duly furnished and kept alive the requisite Bank Guarantees in favour of Respondents, including: (i) Bank Guarantee No.05521GP190065864 dated 27.12.2019 for Rs.59,94,537/-towards Earnest Money Deposit; (ii) Bank Guarantee No.21421GPER001820 dated 12.06.2020 for Rs. 1,21,12,608/-towards Performance Bank Guarantee; and (iii) Bank Guarantee No.21421GPER001920 dated 12.06.2020 for Rs.1,12,02,269/-towards Additional Performance Guarantee. All the said Bank Guarantees were valid, subsisting, and periodically extended as required. 1.6. During the course of execution of contract, it was discovered that quantities provided in the Bill of Quantities appended to the Agreement were grossly insufficient for completion of the envisaged works. This resulted in massive variations and substantial enlargement of the scope of work. Consequently, a supplementary Agreement dated 23.02.2023 was executed, revising the contract value to Rs.40,37,93,839/-, nearly thirty-three months after the Letter of Acceptance and long after expiry of the original completion period of nine months. This resulted in massive variations and substantial enlargement of the scope of work. Consequently, a supplementary Agreement dated 23.02.2023 was executed, revising the contract value to Rs.40,37,93,839/-, nearly thirty-three months after the Letter of Acceptance and long after expiry of the original completion period of nine months. Petitioner asserts that execution of supplementary Agreement itself demonstrates that original estimates were fundamentally flawed and that the delay was not attributable to any lapse on the part of Petitioner, but to Respondent No.2's failure to accurately assess quantities, finalize designs and secure requisite approvals prior to award of the work. 1.7. It is further contended that although the contract was awarded in May 2020 during the peak of COVID-19 pandemic, Respondent No.2 failed to hand over a proper and encumbrance-free site even thereafter. Though Petitioner was intimated by letter dated 19.09.2020 to commence the work, such intimation was issued without handing over the site and without furnishing approved drawings. Petitioner asserts that only a small portion of approximately 700 metres out of a total stretch of 2800 metres, was made available, and even that portion was beset with serious impediments, including insufficient BOQ quantities, non-furnishing of approved L-sections required for alignment, non-finalization of designs, and absence of financial vetting. As a result of the aforesaid lapses, the original completion period expired by efflux of time on 18.06.2021, and thereafter no valid subsisting agreement remained in force in the eye of law. Nevertheless, Petitioner continued with execution under compulsion and duress in order to mitigate losses and recover substantial investments already made. 1.8. Petitioner states that in view of non-completion of work for reasons entirely attributable to Respondent No.2, it sought extension of time by addressing written requests detailing the causes of delay. Despite such requests, Respondent No.2 failed to grant or communicate any extension as mandated under Clause 5 of Section 8 of the contract, particularly Clause 5.4, which empowers the Engineer-in- Charge to grant fair and reasonable extension and obligates communication of such extension in writing within three months. Failure to grant extension, coupled with continued insistence on performance, placed the contract in a state of suspended animation, created uncertainty, and severely hampered the Petitioner's ability to mobilize resources, thereby further contributing to delay. 1.9. Petitioner further contends that payments against running account bills were released far beyond the contractually stipulated period of thirty days. Failure to grant extension, coupled with continued insistence on performance, placed the contract in a state of suspended animation, created uncertainty, and severely hampered the Petitioner's ability to mobilize resources, thereby further contributing to delay. 1.9. Petitioner further contends that payments against running account bills were released far beyond the contractually stipulated period of thirty days. The running account bill dated 12.10.2021 for Rs.4,87,00,119.04 was released only on 06.12.2021, after a delay of fifty-five days. The running account bill dated 03.03.2023 for Rs.2,94,07,091/- was released after a delay of seventy-four days. The running account bill dated 07.12.2023 was released after a delay of one hundred and eighty days. In addition, illegal deductions to the extent of five percent were effected contrary to the terms of the contract. Such chronic delays in payment and unlawful deductions caused acute financial distress, crippled Petitioner's cash flow, and materially impaired its ability to mobilize manpower and machinery for timely execution of the works. 1.10. Petitioner asserts that despite the contract having expired by efflux of time and no formal extension having been granted, it was compelled to sign the minutes of meeting dated 31.01.2025 under duress. Even thereafter, execution of work was rendered impossible due to heavy rains and flooding in Khammam District, which squarely fell within the ambit of force majeure and Acts of God. The commitments recorded in the minutes of meeting dated 31.01.2025 were expressly conditional upon approval of variations and release of pending payments. However, Respondent No.2 failed to approve variations and withheld payments amounting to approximately Rs.81.38 crores, representing nearly fifty-five percent of the minimum billing value, thereby creating insurmountable impediments to further execution. 1.11. Petitioner further states that notwithstanding the aforesaid impediments, it continued to make earnest efforts to progress the work and had completed a substantial portion of the project by January 2025, with only an advanced stage remaining, which could be completed within ten to twelve months. All practical difficulties, delays and force majeure events were within the active knowledge of the Engineer-in- Charge. Despite this, Respondent No.2 imposed arbitrary penalties, issued repeated notices attributing delay solely to the Petitioner, and ultimately issued the impugned termination notice without issuing a mandatory termination notice as required under the contract. All practical difficulties, delays and force majeure events were within the active knowledge of the Engineer-in- Charge. Despite this, Respondent No.2 imposed arbitrary penalties, issued repeated notices attributing delay solely to the Petitioner, and ultimately issued the impugned termination notice without issuing a mandatory termination notice as required under the contract. Petitioner contends that termination of contract and threatened invocation of Bank Guarantees are wholly illegal, arbitrary and unsustainable, as they are founded upon delays occasioned solely by the Respondent No.2's own defaults. 1.12. It is further stated, invocation of Bank Guarantees and forfeiture of amounts payable would result in irretrievable injustice, cause irreversible financial harm, and defeat the special equities arising in favour of the Petitioner. Petitioner asserts that it has, at all times, complied with the contractual terms, kept Bank Guarantees alive, and suffered enormous losses due to idle machinery and labour occasioned by the Respondent No.2's lapses. Accordingly, Petitioner challenges the impugned termination and threatened invocation of Bank Guarantees as violative of Articles 14, 19(1)(g) and 300-A of the Constitution of India, contending that Respondent No.2, being an instrumentality of the State, is bound to act fairly, reasonably and non-arbitrarily, and cannot take advantage of its own defaults to penalize Petitioner. 2. By order dated 07.10.2025, interim suspension was granted and the said order was extended from time to time. 3. Respondents 1 and 2 filed counter affidavit contending that Petitioner failed to fulfil its contractual obligations under the L.S. Agreement dated 09.09.2021 bearing No.15/2021-22 of SE/Civil/CC-II/BTPS and has also failed to adhere to the milestone schedules mutually agreed upon on several occasions, including on 22.09.2021, 15.09.2022, 24.07.2024 and 31.01.2025. It is contended that as per the Minutes of Meeting dated 31.01.2025, Petitioner expressly agreed to complete the work by 31.05.2025, but failed to do so. 3.1. It is further contended that despite lapse of more than four years and eight months from the date of commencement of work, as against the stipulated contract period of nine months commencing from 23.01.2021, Petitioner failed to complete the work. 3.1. It is further contended that despite lapse of more than four years and eight months from the date of commencement of work, as against the stipulated contract period of nine months commencing from 23.01.2021, Petitioner failed to complete the work. According to Respondents, such failure compelled Respondent No.2 to issue Termination Order dated 30.09 2025 and to forfeit the earnest money deposit by invoking the Performance Bank Guarantee and the Additional Performance Guarantee, including recovery of security deposit and compensation for delay, strictly in accordance with Clause Nos.2 and 3 of the General Contract Conditions under Section-8 of the L.S. Agreement. 3.2. Respondents 1 and 2 contended that the present Writ Petition is not maintainable in law as the issues raised by Petitioner emanate purely from contractual obligations and tender conditions governed by the terms of the L.S. Agreement. It is contended that disputes arising out of contracts, particularly those involving tender matters and disputed questions of fact, are not amenable to the extraordinary jurisdiction under Article 226 of the Constitution, especially in the absence of any public law element, arbitrariness, mala fides or violation of statutory provisions. 3.3. Respondents 1 and 2 further contend that L.S. Agreement contains a valid and subsisting arbitration clause, namely Clause No.25 under Section-8, providing an efficacious dispute resolution mechanism, and therefore the writ petition is liable to be dismissed on this ground alone. They also contend that tender dated 05.12.2019 was invited by Respondent No.3, M/s RITES Limited, acting as Project Management Consultant on behalf of Respondent No.2, and tender was awarded to Petitioner for a contract value of Rs.24,22,52,159.40 with a stipulated contract period of nine months vide Letter of Acceptance dated 30.05.2020. Petitioner was fully aware of and had expressly consented to the condition requiring furnishing of unconditional and irrevocable Bank Guarantees within fifteen days from the date of issuance of Letter of Acceptance. It is contended that Petitioner was required to furnish Performance Bank Guarantee of Rs.1,21,12,608/- representing five percent of the tender value and an Additional Performance Guarantee of Rs.1,12,02,269/- with validity up to the completion of the guarantee period of twenty-four months plus six months thereafter. However, Petitioner furnished Bank Guarantees only on 27.08.2021, with a delay of nearly fifteen months, which directly contributed to the delay in execution of the L.S. Agreement. 3.4. However, Petitioner furnished Bank Guarantees only on 27.08.2021, with a delay of nearly fifteen months, which directly contributed to the delay in execution of the L.S. Agreement. 3.4. Respondents contend that Petitioner was furnished with survey coordinates by Respondent No.3 vide letter dated 07.08.2020 to enable marking of the site and commencement of work, and was requested to furnish programme charts, site organization set-up, quality assurance manuals and other documents as required under Clause Nos.49 and 52 of General Contract Conditions under Section-8 of the L.S. Agreement. It is contended that the assertion that Petitioner was not intimated to commence work is false and incorrect. It is also contended, Petitioner commenced the work only on 23.01.2021, with a delay of five months from the date of issue of survey coordinates on 07.08.2020, which clearly reflects negligence and lack of diligence on the part of Petitioner at the initial stage itself. Though Petitioner furnished extended Bank Guarantees vide letter dated 04.08.2021, which were received by Respondent No.2 on 13.08.2021, Petitioner's failure to furnish Bank Guarantees within the stipulated period of fifteen days from the date of the Letter of Acceptance resulted in delay in execution of L.S. Agreement. It is further contended that delay in execution of Agreement did not prevent Petitioner from carrying out the contracted work. 3.5. Respondents 1 and 2 contend that the scope of work was clearly defined in the tender specifications, which formed an integral part of L.S. Agreement and that upon issuance of Letter of Acceptance, Petitioner was required to commence work immediately in accordance with the said scope. A reminder for commencement of work was issued to the Petitioner by letter dated 19.09.2020. According to Respondents, the delay in commencement of work is solely attributable to lapses on the part of Petitioner. It is also contended, the increase in scope of work was duly intimated by Respondent No.3 to Respondent No.2 vide letter dated 14.06.2021 in accordance with Clause No.12 of the General Conditions of Contract under Section-8 of the L.S. Agreement. The span of Bridge No.30 was increased from four to six and the number of minor bridges was increased from two to seven to accommodate field channels and village roads. 3.6. The span of Bridge No.30 was increased from four to six and the number of minor bridges was increased from two to seven to accommodate field channels and village roads. 3.6. Respondents 1 and 2 contend that Respondent No.2 vide proceedings dated 01.09.2022, approved the deviation items and pricing for the additional scope of work amounting to Rs.16,44,80,362.60, thereby increasing the contract value from Rs.24,22,52,159.40 to Rs.40,67,32,521.60, which necessitated an additional time of approximately six months beyond the original agreement period of nine months. In accordance with Clause No.12 of the L.S. Agreement, supplementary agreement dated 23.02.2023 was executed entrusting the additional scope of work to Petitioner, beyond which no further additional works were entrusted. Respondents 1 and 2 contend that despite multiple reminders, Petitioner completed only 54% of the original contract value of Rs.24,22,52,159.40 even after lapse of four years and eight months beyond the original contract period, which clearly demonstrates improper planning, inefficiency and negligence on the part of Petitioner. 3.7. It is also contended, Petitioner never submitted any duly completed Annexure-J seeking extension of time as mandated under Clause No.5.3 of the L.S. Agreement, and therefore, cannot complain of non-grant of extension. According to Respondents, in the absence of compliance with the mandatory contractual procedure, no extension of time could be sanctioned. It is further contended that Petitioner's allegation that only a small portion of the site was handed over is false and misleading, and that the assertion that supplementary agreement dated 23.02.2023 was executed due to insufficiency of quantities is deliberately distorted. The supplementary Agreement was executed exclusively on account of substantial increase in scope of work and enhanced the contract value to Rs.40,67,32,521 60 inclusive of deviation items amounting to Rs. 16,44,80, 362.60. 3.8. Respondents 1 and 2 also contended that under Clause No.12 of the L.S. Agreement, Petitioner was mandatorily bound to execute all additional, altered or substituted works as directed by the Engineer-in-Charge on the same terms and conditions, and therefore Petitioner's demand for application of a price variation clause is contractually impermissible. It is further contended that Clause No.27 under Section-3 of the Special Conditions permits only extension of time for delays not attributable to the contractor and does not entitle the contractor to any compensation. It is further contended that Clause No.27 under Section-3 of the Special Conditions permits only extension of time for delays not attributable to the contractor and does not entitle the contractor to any compensation. Payments to Petitioner were released bona fide and within reasonable time depending upon availability of funds, and that Petitioner, being aware of the nature of payments by a Government undertaking, cannot allege breach on this ground. 3.9. Respondents 1 and 2 also contended that termination of contract was direct and inevitable consequence of Petitioner's persistent defaults, continued non-performance and failure to adhere to agreed milestones despite repeated notices and review meetings at field and headquarters levels. It is contended that the allegation that minutes of meeting dated 31.01.2025 were signed under duress is an afterthought. They emphatically deny occurrence of any force majeure event and contend that no such event was ever notified or established in accordance with the contract, and that the plea of force majeure has been raised belatedly to justify the Petitioner's defaults. A final notice dated 12.01.2024 was issued clearly intimating termination in the event of further default, and that even thereafter, Petitioner failed to improve the pace of execution, which was communicated vide letter dated 09.05.2025. Consequently, termination order dated 30.09.2025 was issued as an inevitable outcome of repeated breaches and sustained default. 3.10. Respondents contend that as on the date of termination, Petitioner had completed only 54% of the work, amounting to Rs.13,01,25,534/-, as against the original agreement value of Rs.24,22,52,159.40. Though a penalty at the rate of 1.5% per month of delay subject to a maximum of 10% of the contract value could have been levied under Clause No.2 of Section-8 of the L.S. Agreement, Respondent No.2 levied only a nominal penalty of Rs.18,00,000/-, as against the maximum permissible penalty of Rs.2,42,25,215.94, thereby demonstrating a fair, bona fide and lenient approach. The Bank Guarantees furnished by the Petitioner are unconditional and irrevocable, payable on first demand, and constitute independent contracts between the issuing bank and the Respondent No.2. It is contended that Respondent No.2 is entitled to invoke and encash the Bank Guarantees strictly in terms thereof without reference to any underlying contractual disputes. 4. Respondent No.5 filed separate counter contending that it is UCO Bank and is merely the issuing bank of the Bank Guarantees furnished by Petitioner in favour of Respondent No.2. It is contended that Respondent No.2 is entitled to invoke and encash the Bank Guarantees strictly in terms thereof without reference to any underlying contractual disputes. 4. Respondent No.5 filed separate counter contending that it is UCO Bank and is merely the issuing bank of the Bank Guarantees furnished by Petitioner in favour of Respondent No.2. They have no role whatsoever in the contractual relationship or disputes between Petitioner and Respondent No.2, and that its role is strictly confined to issuance and maintenance of the Bank Guarantees in accordance with the requests received from its customer, namely Petitioner. Initially, it issued Bank Guarantee No.21421GPER001820 dated 12.06.2020 for Rs.1,21,12,608/-. The said Bank Guarantee was issued on 12.06.2020 with a validity period up to 11.09.2024 and with a claim expiry date on or before 11.03.2025. 4.1. Respondent No.5 further contends that it also issued Bank Guarantee No.21421GPER001920 dated 12.06.2020 for Rs.1,12,02,269/-. The said Bank Guarantee was likewise issued on 12.06.2020 with a validity period up to 11.09.2024 and with a claim expiry date on or before 11.03.2025. Upon lapse of both the validity period and the claim period of the aforesaid two Bank Guarantees, it addressed a communication to Respondent No.2, being the beneficiary, requesting return of the original Bank Guarantees. The said request was made vide Letter dated 16.06.2025 addressed by Respondent No.5 Bank to Respondent No.2. Thereafter, based on a specific request received from Petitioner, it issued fresh Bank Guarantees in substitution of the earlier guarantees, and that the details of the fresh Bank Guarantees are as follows: (a) Bank Guarantee No.21421GPER002425 dated 14.05.2025 for an amount of Rs.1,21,12,608/-, issued on 14.05.2025 with a validity period up to 11.09.2025 and with a claim expiry date on or before 11.03.2026; (b) Bank Guarantee No.21421GPER002525 dated 14.05.2025 for an amount of Rs.1,12,02,269/-, issued on 14.05.2025 with a validity period up to 11.09.2025 and with a claim expiry date on or before 11.03.2026. 4.2. Respondent No.5 contends that the aforesaid two fresh Bank Guarantees are presently maintained in its records and are valid as per their respective terms. In paragraph No.6 of writ petition, Petitioner mentioned only the details of the two Bank Guarantees initially issued on 12.06.2020 and has not disclosed the issuance of the fresh Bank Guarantees dated 14.05.2025. The issuance of fresh Bank Guarantees is clearly recorded in its Letter dated 16.06.2025 addressed to Respondent No.2. In paragraph No.6 of writ petition, Petitioner mentioned only the details of the two Bank Guarantees initially issued on 12.06.2020 and has not disclosed the issuance of the fresh Bank Guarantees dated 14.05.2025. The issuance of fresh Bank Guarantees is clearly recorded in its Letter dated 16.06.2025 addressed to Respondent No.2. It is reiterated that it has acted strictly in accordance with banking norms and instructions received from Petitioner and that it has no adjudicatory role or interest in the contractual disputes between Petitioner and Respondent No.2, nor in the decision relating to invocation or otherwise of the Bank Guarantees. 5. Petitioner filed rejoinder stating that counter affidavit proceeds on an erroneous premise that this Writ Petition seeks adjudication of a mere contractual dispute. It is reiterated that Writ Petition does not seek determination of contractual claims or damages, but seeks constitutional protection against patently arbitrary termination, colourable exercise of contractual power by a State instrumentality, and threatened invocation of Bank Guarantees in circumstances where Respondent No.2 itself is the primary defaulter. The reliefs sought are preventive and protective in nature and squarely fall within the domain of public law scrutiny. 5.1. Petitioner reiterates that Respondent No.2, being a wholly government-owned power generating corporation, is an instrumentality of the State within the meaning of Article 12 of the Constitution of India and is bound by constitutional mandates of fairness, reasonableness, non-arbitrariness and proportionality in all its actions, including contractual dealings. The existence of an arbitration clause does not oust writ jurisdiction where the challenge is to arbitrary State action and where immediate judicial intervention is necessary to prevent irretrievable injustice, particularly in cases involving threatened encashment of Bank Guarantees and forfeiture of monies, which would render any subsequent arbitral remedy illusory. 5.2. It is denied that the issues involve disputed questions of fact and asserts that the core facts necessary for adjudication, namely delayed site handover, belated approval of drawings, execution of supplementary agreement due to BOQ insufficiency, non-grant of extension of time, delayed payments and force majeure events are borne out from Respondents' own documents and admitted correspondence. Respondents cannot evade constitutional scrutiny by branding their own defaults as disputed facts. 5.3. Respondents cannot evade constitutional scrutiny by branding their own defaults as disputed facts. 5.3. Petitioner points out that counter affidavit is conspicuously silent on Respondent No.2's admitted defaults, including failure to hand over an encumbrance-free and workable site for a substantial period, failure to furnish approved drawings and L-sections in time, gross insufficiency of BOQ quantities necessitating a massive revision of scope and value nearly three years after the Letter of Acceptance, failure to grant formal extensions of time despite repeated written requests, chronic and unjustified delays in release of running account bills, and withholding of substantial amounts crippling Petitioner's cash flow and ability to mobilize resources. The selective reliance on certain contractual clauses while ignoring Clause 5 of Section 8, which mandates grant and communication of fair and reasonable extension of time, is legally impermissible, and the hyper-technical reliance on Annexure-J is contrary to settled principles governing State contracts. 5.4. Petitioner further asserts that while Respondents allege continuous default by Petitioner, they nevertheless entrusted substantial additional scope of work nearly three years after the original contract through revised drawings and a supplementary agreement dated 23.02.2023, revising the contract value from Rs.24,22,52,159/- to Rs.40,37,93,839/-. This conduct itself evidences improper estimates, non- acquisition of required land, and non-approval of designs attributable to Respondents. Respondents have also implicitly admitted delayed payments in paragraph 18 of counter affidavit, which cannot be justified merely on the ground that Respondent No.2 is a government entity. Termination Order dated 30.09.2025 is ex facie arbitrary, illegal and unsustainable, having been issued without issuance of a valid prior show-cause notice as mandatorily required under Clause 3 of Section 8 of the L.S. Agreement and in complete disregard of duly notified force majeure events, including floods intimated by letters dated 20.03.2025 and 28.04.2025. The threatened invocation of Bank Guarantees aggregating to Rs.2,93,09,414/- would result in irretrievable injustice and irreparable harm. 5.5. Petitioner denies the Respondents' allegation of default and reiterates that the first parcel of land was made available only on 23.01.2021 through Respondent's letter dated 02.02.2021, nearly nine months after the originally-stipulated completion period. The L.S. Agreement itself was executed belatedly on 09.09.2021, almost fifteen months after the Letter of Acceptance dated 30.05.2020, despite submission of Bank Guarantees on 12.06.2020. The minutes of meetings dated 22.09.2021 and 15.09.2022, relied upon by Respondents themselves, record lapses attributable to Respondents in relation to drawings and land acquisition. The L.S. Agreement itself was executed belatedly on 09.09.2021, almost fifteen months after the Letter of Acceptance dated 30.05.2020, despite submission of Bank Guarantees on 12.06.2020. The minutes of meetings dated 22.09.2021 and 15.09.2022, relied upon by Respondents themselves, record lapses attributable to Respondents in relation to drawings and land acquisition. It is asserted that revised milestones reflected in the minutes of meeting dated 31.01.2025 were not voluntary but were imposed under compulsion owing to unlawful withholding of substantial payments, fragmented site handovers, failure to approve variations and the occurrence of force majeure events, particularly floods from May 2025 onwards. The commitments recorded therein were conditional upon release of payments and approval of variations. 5.6. Petitioner denies the Respondents' contention regarding belated furnishing of Bank Guarantees and asserts that the Bank Guarantees dated 12.06.2020 were submitted in time and received by Respondent No.2 on 15.06.2020, as evidenced by official acknowledgment, and that the extended Bank Guarantees were submitted on 04.08.2021. Mere issuance of survey coordinates does not amount to handing over of an encumbrance-free and workable site. Petitioner reiterates that delays of fifty-five days, seventy-four days and one hundred and eighty days in release of running account bills are admitted and cannot be characterized as reasonable under Clause 9 of the Special Conditions of Contract under Section 3. Such delays directly crippled the Petitioner's ability to mobilize resources and constitute serious breaches of contract by the Respondents. 5.7. Petitioner emphatically denies Respondents' plea that no force majeure events occurred and reiterates that COVID-19 restrictions, unprecedented rains, floods, cyclones and policy disruptions were repeatedly communicated. Time was not the essence of the contract, and the Respondents cannot take advantage of delays occasioned by their own breaches and force majeure circumstances. It is also denied that termination was inevitable or justified and contends that it was a disproportionate action taken without resolving foundational impediments and without granting formal extension of time. Even a so-called nominal penalty is illegal when delay is not attributable to the contractor, and claims of leniency cannot cloak arbitrariness. Petitioner reiterates that right to invoke Bank Guarantees is not absolute and that where the underlying termination is wrongful and void ab initio, consequential invocation would result in irretrievable injustice and unjust enrichment. Even a so-called nominal penalty is illegal when delay is not attributable to the contractor, and claims of leniency cannot cloak arbitrariness. Petitioner reiterates that right to invoke Bank Guarantees is not absolute and that where the underlying termination is wrongful and void ab initio, consequential invocation would result in irretrievable injustice and unjust enrichment. The facts of the present case disclose special equities in favour of Petitioner warranting continuation of the interim protection granted by this Court by order dated 07.10.2025. 5.8. Petitioner states that notwithstanding suspension of termination order, Respondents restrained Petitioner from entering the plant premises, thereby preventing completion of the remaining work, including Bridge No.30 involving work of approximately Rs. 13.00 crore, entrusted belatedly through the supplementary agreement. It is asserted that substantial formation work and all bridges except Bridge No.30 have been completed, and the interim protection deserves to be continued with a direction permitting the Petitioner to complete the remaining works and recover its legitimate dues in the interest of justice and equity. 6. Heard Sri P. Venu Gopal, learned Senior Counsel on behalf of Sri M.K. Viswanath Naidu, learned counsel for petitioner, learned Advocate General on behalf of Respondents 1 and 2, Sri K. Nandini, learned counsel for Respondent No.5. Learned Advocate General in support of his arguments, relied on the judgment of the Hon’ble Supreme Court in Gujarat Maritime Board v. Larsen and Toubro Infrastructure Development Projects Limited , (2016) 10 SCC 46 and that of the Division Bench of this Court in Writ Appeal No. 808 of 2024. 7. At the outset, it requires to be noted that the relationship between the parties is governed entirely by a detailed written contract, namely L.S. Agreement dated 09.09.2021, read with the supplementary agreement dated 23.02.2023. The said agreements comprehensively define the rights, obligations and reciprocal duties of the parties, including the scope of work, time schedules, milestones, procedure for extension of time, levy of penalties, determination and termination of contract, and the mechanism for resolution of disputes. There is no dispute that parties voluntarily entered into the said contractual framework and acted upon the same for several years. 8. The core grievance of Petitioner relates to termination of contract on the ground of delay and consequential invocation of Bank Guarantees. There is no dispute that parties voluntarily entered into the said contractual framework and acted upon the same for several years. 8. The core grievance of Petitioner relates to termination of contract on the ground of delay and consequential invocation of Bank Guarantees. A plain reading of the pleadings and admitted documents reveals that Petitioner did not complete the work within the originally stipulated period of nine months, nor within the timelines repeatedly discussed and recorded in various review meetings held thereafter. The delay in execution of the works is not in dispute, what is disputed is attribution of responsibility for such delay. 9. The minutes of meeting dated 31.01.2025, which are relied upon by both the parties, assume particular significance. The said minutes unequivocally record Petitioner's commitment to complete the balance work by 31.05.2025. This commitment was not unilateral but was recorded in a formal review meeting convened by the Respondents. The plea subsequently raised by Petitioner that such commitment was given under duress is not supported by any contemporaneous objection, protest, or reservation recorded either in the minutes themselves or in any correspondence immediately thereafter. In the absence of any such contemporaneous material, the plea of duress remains a bald assertion and cannot be accepted in writ proceedings. 10. The contention advanced on behalf of Petitioner that contract expired by efflux of time and that there was no subsisting agreement between the parties is wholly untenable. The conduct of the parties, including execution of the supplementary agreement dated 23.02.2023, continued execution of work, submission and processing of running account bills, participation in multiple review meetings, and mutual fixation of milestones, clearly demonstrates that the contractual relationship not only subsisted but was actively acted upon by both sides. It is a settled principle of contract law that parties, by their conduct, may waive strict adherence to timelines and continue to operate under the contract, and Petitioner cannot approbate and reprobate by asserting subsistence of the contract for one purpose and its non- existence for another. 11. As regards the grievance relating to non-grant of extension of time, the Court finds that the contract prescribes a specific and mandatory procedure under Clause 5.3 for seeking extension, which requires submission of a request in the prescribed format, namely Annexure-J. Respondents have specifically pleaded that no such request in the prescribed form was ever submitted by Petitioner. 11. As regards the grievance relating to non-grant of extension of time, the Court finds that the contract prescribes a specific and mandatory procedure under Clause 5.3 for seeking extension, which requires submission of a request in the prescribed format, namely Annexure-J. Respondents have specifically pleaded that no such request in the prescribed form was ever submitted by Petitioner. This factual assertion has not been convincingly rebutted. In the absence of compliance with the contractual procedure expressly agreed upon by the parties, the Petitioner cannot fault Respondents for non-grant of formal extension. Permitting otherwise would amount to rewriting the terms of the contract in exercise of writ jurisdiction, which is impermissible. 12. The submission that Clause 5.4 empowered the Engineer-in-Charge to grant extension even in the absence of a formal application does not advance Petitioner's case. The said provision confers a discretionary power and does not create an enforceable right in favour of the contractor to demand extension de hors the contractual procedure. In any event, whether such discretion ought to have been exercised, and whether the circumstances justified grant of extension, are matters involving appreciation of facts and evidence, which cannot be undertaken in proceedings under Article 226. 13. The plea of force majeure, including reliance on COVID-19 restrictions, rains and floods, is a seriously disputed question of fact. Respondents have categorically denied the occurrence of any force majeure event in the manner contemplated under the contract and have further asserted that no contemporaneous notice invoking force majeure was given in accordance with the contractual provisions. Whether such events occurred, whether they impacted execution, and whether timely notice was issued are all matters requiring detailed evidence. Such disputed factual questions are wholly unsuited for adjudication in writ proceedings. 14. The Court also finds substantial merit in the preliminary objection regarding maintainability of Writ Petition. The contract admittedly contains a valid arbitration clause providing an efficacious alternative remedy. The issues raised by Petitioner-relating to delay, attribution of responsibility, entitlement to extension, justification for termination, and alleged breach of contractual obligations are essentially contractual disputes involving disputed facts. It is well-settled that the mere presence of a State instrumentality as a contracting party does not ipso facto convert every contractual dispute into a public law issue amenable to writ jurisdiction. 15. It is well-settled that the mere presence of a State instrumentality as a contracting party does not ipso facto convert every contractual dispute into a public law issue amenable to writ jurisdiction. 15. Judicial review under Article 226 is concerned with the decision-making process and not with the merits of the contractual decision itself. Unless the action complained of is shown to be patently arbitrary, mala fide, or in violation of statutory or constitutional mandates, the Court would be slow to interfere. On the material placed before this Court, Petitioner has failed to establish that the termination of the contract was actuated by mala fides or that it was so arbitrary or irrational as to shock the conscience of the Court. 16. With regard to invocation of Bank Guarantees, the legal position is well-settled that unconditional and irrevocable bank guarantees constitute independent contracts between the issuing bank and the beneficiary. Courts ordinarily do not interfere with their invocation except in cases of egregious fraud or irretrievable injustice of the kind that would make it impossible for the guarantor to recover the amount even if it ultimately succeeds. Petitioner has not pleaded or established any case of fraud, nor has it demonstrated irretrievable injustice in the strict sense recognized by law. Alleged financial hardship, disputed contractual liability, or pendency of arbitration proceedings do not meet the high threshold required for judicial interdiction. 17. The record further discloses that prior to termination, Respondents issued repeated notices, convened several review meetings, and afforded multiple opportunities to the Petitioner to improve progress and adhere to committed timelines. The levy of penalty, as pleaded by Respondents, has been shown to be significantly below the maximum permissible under the contract. These circumstances negate the allegation that the Respondents acted arbitrarily or in a high-handed manner. 18. This Court is also mindful of the settled principle that writ jurisdiction is discretionary and equitable in nature. A party who has consistently failed to adhere to contractual timelines, despite repeated opportunities and recorded commitments, cannot invoke Article 226 to seek protection against contractual consequences which were clearly contemplated under the agreement. In the totality of facts and circumstances, this Court is of the considered view that the disputes raised by Petitioner arise purely out of contractual obligations, involve disputed questions of fact, and are governed by an agreed dispute resolution mechanism. In the totality of facts and circumstances, this Court is of the considered view that the disputes raised by Petitioner arise purely out of contractual obligations, involve disputed questions of fact, and are governed by an agreed dispute resolution mechanism. No exceptional circumstance warranting exercise of extraordinary jurisdiction under Article 226 is made out. 19. For the foregoing reasons, this Court is of the considered opinion that the present writ petition is not maintainable and, in any event, does not merit interference in exercise of the extraordinary and discretionary jurisdiction of this Court under Article 226 of the Constitution of India. The disputes raised by the Petitioner arise out of contractual obligations, involve disputed questions of fact, and are governed by an agreed dispute resolution mechanism under the contract. The Petitioner is, therefore, relegated to avail such remedies as are open to it in accordance with the arbitration and dispute resolution clauses contained in the L.S. Agreement. 20. Accordingly, the Writ Petition stands dismissed. No costs. 21. Consequently, the interim order dated 07.10.2025 shall stand vacated automatically.