ORDER : T. MADHAVI DEVI, J. In this Writ Petition, the petitioner is seeking a Writ of Mandamus by declaring (a) the action of cancellation of the factory zone of Suryapet District vide G.O.Ms.No.13 dated 15.03.2025 by respondents No.1 and 2 as illegal, arbitrary and unconstitutional; (b) the action of the re-allocation of the factory zone to respondent No.4 vide G.O.Ms.No.14 dated 15.03.2025 issued by respondent No.1 as illegal, arbitrary and violative of principles of natural justice and unconstitutional; (c) consequently to also declare the impugned letters No.1 and 2 both being Lr.No.OP/89/2020 dated 20.03.2025 issued by respondent No.1 as illegal and violative of principles of natural justice; and (d) to pass such other order or orders. 2. Brief facts leading to the filing of the present Writ Petition are that to boost palm oil production, the Government of India launched a scheme namely the National Mission of Edible Oils-Oil Palm (NMEO- OP) and under the said scheme, oil palm growing States were identified and it was decided that for the said purposes, appropriate funding/assistance is to be provided by both the Central and the respective State Governments. The State of Telangana is one of the States identified under the scheme. 3. A company by name Ruchi Soya Industries Limited has been cultivating palm oil in the united State of Andhra Pradesh since the year 2009 under the name and style of MAC Oil Palm Limited and the said company was allotted factory zones of four mandals in Nalgonda District and one mandal in Krishna District of the erstwhile combined State of Andhra Pradesh. A Memorandum of Agreement (MoA) dated 16 th April, 2010 was entered into between the Government of Andhra Pradesh, initially with a company by name MAC Oil Palm, which later in the year 2012, got amalgamated with Ruchi Soya Industries Limited and the change in the name was acknowledged by Government of Andhra Pradesh vide G.O.Rt.No.347 dated 3 rd April, 2012 and accordingly, a Memorandum of Understanding was entered into by the Government of Combined State of Andhra Pradesh and Ruchi Soya Industries Limited on 25 th April, 2012. Ruchi Soya Industries Limited became Patanjali Foods Limited (petitioner herein) subsequently. 4. Ruchi Soya Industries Limited became Patanjali Foods Limited (petitioner herein) subsequently. 4. In the year 2015, some of the mandals were allotted to a company by name Sarada Yelishala Agrotech India Private Limited operating in Nalgonda District were re-allotted to Ruchi Soya Industries Limited vide Lr.No.RKVY/OP/73/ 2014 dated 6 th October, 2015 and the same was confirmed vide Memo. No.3256/H&S/2015 dated 9 th January, 2017. Thus, as of the year 2017, Ruchi Soya Industries Limited operated 11 mandals in Nalgonda District. In the year 2020, an Office Memorandum dated 12 th June, 2020 was issued by the Ministry of Agriculture and Farmer Welfare of the Government of India for expansion of oil palm cultivation in Telangana State and the potential area of cultivation of oil palm was increased to 3,09,431 hectares and in furtherance of the increased area of cultivation, the Government of Telangana, vide Lr.No.NFSM/89/2020 dated 18 th June, 2020 called for fresh applications to operate the newly designated areas. Ruchi Soya Industries Limited was allotted 7,738 hectares in Nalgonda District and 11,300 hectares in Suryapet District (except the mandals that were already operational under respondent No.4) vide G.O.Ms.No.60 dated 16 th December, 2020 and thereafter, vide G.O.Ms.No.24 dated 10 th June, 2021, four mandals which were operated by respondent No.4, were allocated to Ruchi Soya Industries Limited. The details of the mandals which were allotted to Ruchi Soya Industries Limited in Nalgonda and Suryapet are as follows: Ruchi Soya Industries Limited # Nalgonda Suryapet 1 Anumula Garidepally 2 Nidamanur Huzurnagar 3 Thripuraram Mellachaeruvu 4 Miryalaguda Penpahad 5 Thipparthy Kodada 6 Vemulapally Mothey 7 Munagala 8 Nadigudem 9 Neredcherla In furtherance of G.O.Ms.No.24, an affidavit dated 28 th June, 2021 was executed by Government of Telangana undertaking to adhere to the Memorandum of Agreement (MoA) dated 15 th March, 2017 for the extended area of Nalgonda and Suryapet Districts and it also contained the area proposed for cultivation under the said Districts. As per the second Memorandum of Agreement (MoA), the petitioner was required to set up a processing mill to meet the processing/crushing needs of the factory zone and in furtherance thereof, the petitioner, vide letter dated 13 th November, 2021, requested the District Collector, Suryapet District to allot 50 acres of land to it for the processing mill. As per the second Memorandum of Agreement (MoA), the petitioner was required to set up a processing mill to meet the processing/crushing needs of the factory zone and in furtherance thereof, the petitioner, vide letter dated 13 th November, 2021, requested the District Collector, Suryapet District to allot 50 acres of land to it for the processing mill. It is stated that the petitioner did not receive any reply for the same and the petitioner was also on the lookout to purchase land suitable for its needs. In the year 2022, the petitioner was facing a shortage of seedlings and seed sprouts (planting material) due to various factors such as severe scarcity and drought combined with increased demand in the international market and yet the petitioner managed to work and promote the objectives of the NMEO-OP scheme and the petitioner was constantly in contact with the office of respondent No.1 for updates and that respondent No.1 was well aware of the on-ground conditions in which the petitioner was working to implement the scheme. 5. On 12 th December, 2022, the petitioner received a show-cause notice from the office of respondent No.1 as to why the allotment of factory zone at Suryapet should not be cancelled since the petitioner was not able to meet the targets as agreed upon vide e-mail dated 7 th April, 2022 for the year 2022-23 as the planting material available with the petitioner was not sufficient and as the petitioner has not established the processing mill as undertaken under the second MoA and therefore, the petitioner was in breach of clauses of second MoA. Vide letter dated 17 th December, 2022, the petitioner replied explaining the steps that will be taken by it to meet the targets. Thereafter, no action was taken by the respondents. 6. Again, in the year 2023, the second show-cause notice dated 19 th December, 2023 was issued reiterating the allegations mentioned in the first show-cause notice. The petitioner, vide reply dated 22 nd December, 2023, narrated the difficulties being faced by it in the area of expansion due to deficit rainfall and price fluctuations and it reassured that they would be meeting the targets as set out by the Government along with procuring the planting material. The petitioner, vide reply dated 22 nd December, 2023, narrated the difficulties being faced by it in the area of expansion due to deficit rainfall and price fluctuations and it reassured that they would be meeting the targets as set out by the Government along with procuring the planting material. It was also informed that the petitioner has identified land in Nalgonda District for setting up the palm oil factory as required under the second MoA. The petitioner is stated to have been making efforts to secure the land for establishment of processing mill and in this process, the petitioner sent a letter dated 9 th September, 2024 to the Telangana Industrial Infrastructure Corporation Limited with a request to allot a suitable piece of land and the petitioner also reached out to the Director of the Telangana Food Processing Society for consideration of the request for land allotment vide letter dated 8 th October, 2024. However, there was no response from any of the parties. 7. It is stated that the third show-cause notice dated 5 th October, 2024 was issued and the petitioner vide letter dated 14 th October, 2024 replied, reiterating its earlier explanation. The petitioner sought extension of three months time for setting up of the processing mill and respondent No.1, thereafter, issued a notice for personal hearing on 19 th December, 2024 and directed the petitioner to be present before respondent No.1 on 30 th December, 2024 and at the personal hearing, respondent No.1 has enquired about the status of setting up of the processing mill and the petitioner replied that due steps are being taken and suitable land has been identified. The petitioner claims to have informed respondent No.1, vide letters dated 22 nd January, 2025 and 19 th March, 2025, that they have purchased the land admeasuring Ac.16.24 guntas at Yacharam Village, Anumula Mandal, Nalgonda District for setting up the processing unit. The petitioner claims to have informed respondent No.1, vide letters dated 22 nd January, 2025 and 19 th March, 2025, that they have purchased the land admeasuring Ac.16.24 guntas at Yacharam Village, Anumula Mandal, Nalgonda District for setting up the processing unit. It is stated that in spite of the above steps being taken by the petitioner to ensure regular cultivation, procurement of planting material, setting up of nurseries and procurement of suitable land for setting up of a processing mill as per the second MoA, the petitioner received letter No.OP/89/2020 dated 20 th March, 2025, wherein, it was stated that vide G.O.Ms.No.13 dated 15 th March, 2025, petitioner’s allotment of factory zone of Suryapet District was cancelled and vide G.O.Ms.No.14 dated 15 th March, 2025, the said cancelled factory zone of Suryapet District was allotted to respondent No.4. Challenging the same, the present Writ Petition has been filed. 8. Learned Senior Counsel appearing for the petitioner explained the operational background of the petitioner and submitted that the planting material required for cultivation of oil palm is sourced from other countries such as Malaysia, Costa Rica, Singapore and Thailand and is imported into India and they are maintained by the petitioner for 12 to 18 months in a nursery before the Government certification and the nursery establishment itself costs around INR 75,00,000/- to INR 1 Crore and that the petitioner has also undertaken extensive activities, i.e., encouraging the farmers who are cultivating crops such as paddy to switch to oil palm and for this purpose, the petitioner recruited a large workforce of Field Officers and Managers, who visit farmers in the District and explain the advantages of growing oil palm and once a farmer agrees to switch to oil palm, the petitioner provides the seedlings for planting and visits the farmers for adoption of best management practices for crop improvement. It is stated that the petitioner assists the farmers in managing the crops by offering guidance on crop management and providing inputs and the fruit of a particular sapling becomes available only after 36 months of planting and that the plant remains viable for 30 years and after 36 month cycle, the petitioner sets up collection centres where farmers can bring their harvested crops known as Fresh Fruit Bunches (FFBs) and they are purchased from the farmers at the price fixed by the Government. It is submitted that the price is not negotiable under the second MoA and that the petitioner has fulfilled this duty without breach in decades of operation. It is stated that the second MoA required the petitioner to establish a processing unit within the allocated factory zone and if the processing mill is not set up, the petitioner has to purchase all the FFBs from the farmers in its factory zone and undertake the processing at its cost. It is submitted that the processing unit would become viable only after approximately 5 to 6 years and the total cost for setting up of 5 MT per hour capacity processing mill is around INR 30 Crores. It is stated that the petitioner has made all efforts to identify and procure the land for setting up of factory zone and also entered into agreements of sale for the said procurement. The details of the sale deeds and agreements of sale are also filed before this Court. 9. It is submitted that as per the MoA dated 15 th March 2017, the petitioner was required to establish a processing mill in the factory zone and that time is not the essence of the contract. It is stated that the delay in procuring appropriate land is not due to any fault attributable to the petitioner and that the petitioner has received no assistance from respondent No.1 in this regard. It is submitted that the petitioner has responded to each of the show-cause notices issued by the respondent No.2 explaining the challenges faced by it, including shortage of planting material, drought conditions and difficulties in land procurement, but without considering the same, respondent No.1 has issued a notice for personal hearing and that the petitioner attended the same and explained that it was in process of acquiring the land and that steps were being taken to set up processing mill. Learned Senior Counsel for the petitioner has also drawn the attention of this Court to the sale deeds filed along with the writ papers and also the application submitted by the petitioner for conversion of agricultural land into non- agricultural land and also the application submitted under the TS-iPass system to obtain all necessary requisite permissions for setting up the processing mill with a budget cost of Rs.4,265.00 lakhs. According to the learned Senior Counsel for the petitioner, the reason provided for cancellation in the impugned G.Os., is not recognized as a ground for cancellation in the second MoA. He submitted that under Clause 15 of the second MoA dated 15 th March, 2017, the only consequence for not setting up of processing mill is the obligation to purchase FFBs from the farmers at Government fixed rates with procurement, transportation and processing of FFBs being the petitioner’s responsibility and that the petitioner has consistently fulfilled this obligation by processing its FFBs at its Amlapuram factory in Andhra Pradesh without causing any loss to the farmers. It is submitted that the second MoA specifies only one ground in Clause 13, i.e., failure to submit required documents and information and that the petitioner has been consistently providing all the required information and documents and therefore, there is no breach of this clause of the agreement. It is submitted that respondents No.1 to 3 have impermissibly modified grounds for cancellation and introduced new grounds altogether in the counter affidavit. He placed reliance upon the decisions of the Hon’ble Supreme Court in the case of (i) Mohinder Singh Gill Vs. Chief Election Commissioner , AIR 1978 SC 851 ; (ii) Commissioner of Central Excise, Chandigarh Vs. Shital International , (2011) 1 SCC 109 ; (iii) Commissioner of Customs, Mumbai Vs. Toyo Engineering India Ltd. , (2006) 7 SCC 592 in support of his contention that the impugned order has to give the reasons for the same and the counter affidavit cannot supplement or supplant the same and further that rules of the game cannot be changed after the game has begun. It is submitted that if poor performance is a valid ground for cancellation, the impugned action of cancellation would be in violation of Article 14 of the Constitution of India and also the principles of natural justice. It is submitted that the respondents have provided no data to substantiate this claim of poor performance by the petitioner and that the petitioner ranks 4 th out of 14 companies under NMEO-OP scheme despite having only two Districts, while companies like respondent No.4 have achieved only 50% of targets despite operating longer and having more Districts. He further submitted that the respondents’ own documents indicate that the targets were tentative and not mandatory. He further submitted that the respondents’ own documents indicate that the targets were tentative and not mandatory. He submitted that since respondents No.1 to 3 have offered no justification for the selective and discriminatory treatment meted out to the petitioner, the impugned orders are liable to be set aside. 10. Learned Government Pleader for Cooperation has supported the impugned order and confirmed that G.O.Ms.No.24 dated 10.06.2021 was issued allotting entire Nalgonda and Suryapet Districts (including the mandals earlier allotted to respondent No.4) to M/s. Ruchi Soya Industries Limited and that M/s. Ruchi Soya Industries Limited (presently Patanjali Foods Limited) has submitted an affidavit dated 28.06.2021 stating that they will adhere to the provisions of the Memorandum of Agreement executed for taking up Area Expansion Programme for Oil Palm Development in potential area notified in Nalgonda and Suryapet Districts as indicated in G.O.Ms.No.24 dated 10.06.2021 and has agreed to cover an area of 1,22,595 acres under oil palm in five years period. It is submitted that notices were issued to M/s. Ruchi Soya Industries Limited on 03.11.2021 and 29.07.2022 seeking explanation for their failure to procure required number of seed sprouts and non-achievement of targets and in reply, the company has informed that they have done the best possible without any slackness and that any unfulfilled targets in the financial year 2022-23 will be covered in 2023-24 positively. It is submitted that the District Collector, Suryapet, vide letter dated 02.08.2022, has informed respondent No.1 that as against the target of 8490 acres allotted for 2022-23, 4724 acres were identified by the Horticulture Officers by continuous awareness, study tours and training programmes in Rythu Vedikas and general farmer meetings and in the review meeting held on 02.08.2022, the DGM, M/s. Ruchi Soya Industries Limited has expressed inability to supply required plants and stated that they may supply plant material in June, 2023 to Suryapet District. The District Collector therefore expressed apprehension that the farmers who were interested in growing oil palm may now revert back to paddy and hence requested to reallot the targeted area from M/s. Ruchi Soya Industries Limited to M/s. TG Oilfed who have raised sufficient plant material and vide letters dated 16.08.2022 and 21.08.2022, the Government was requested to issue suitable orders in this regard and accordingly, the Government has requested the Director of Horticulture, vide letter dated 12.12.2022, to issue show-cause notice to M/s. Ruchi Soya Industries Limited for cancellation of factory zone consisting of Suryapet District and accordingly on 12.12.2022, the show-cause notice was issued. It is submitted that the petitioner replied on 17.12.2022 asking for the action to be dropped and also gave assurance that they will achieve any leftover area coverage of current year in the upcoming year along with that of yearly target. However, since there was no improvement in the area under operation of the petitioner, a notice dated 19.12.2023 was issued, to which the petitioner replied on 22.12.2023 reiterating its earlier stand. It is stated that a review meeting was held at Government level on 19.08.2024, wherein it was directed that all the companies should complete procurement of land for establishment of factory by the end of September, 2024 without fail and furnish the copies of documents to the Director of Horticulture and the minutes of the meeting were communicated to all the companies on 10.09.2024 and thereafter, second show-cause notice was issued to the petitioner company on 05.10.2024 as to why the factory zones of Nalgonda and Suryapet allotted to them shall not be cancelled and their deposit forfeited for their failure to comply with the directions issued in the review meeting held on 19.08.2024. It is stated that the petitioner, vide letter dated 14.10.2024, assured that a suitable land would be acquired for processing mill within a period of three months and therefore, in response thereto, a personal hearing notice dated 19.12.2024 was issued, wherein also the petitioner assured that they would continue their sincere efforts to align with Government’s vision. However, since the commitment was not adhered to, vide G.O.Ms.No.13, Agri. & Coop. Dept., dated 15.03.2025, the allotment of factory zone of Suryapet District to the petitioner was cancelled and the same was allotted to respondent No.4 herein. However, since the commitment was not adhered to, vide G.O.Ms.No.13, Agri. & Coop. Dept., dated 15.03.2025, the allotment of factory zone of Suryapet District to the petitioner was cancelled and the same was allotted to respondent No.4 herein. Therefore, according to the learned Government Pleader for Cooperation, more than sufficient opportunities were given to the petitioner for compliance with the requirements of the agreement and that the petitioner failed to comply with the same but was moving FFBs to neighbouring State for milling resulting in payment of GST in the State of Andhra Pradesh resulting in a loss to the State. It is further submitted that even if the petitioner has purchased land in Nalgonda as claimed by the petitioner, it would not be a loss to the petitioner as the factory can still be established to cater to the farmers of Nalgonda District. It is submitted that the petitioner has communicated the fact of purchase of land by enclosing the copy of sale deed, on 19.03.2025, i.e., after cancellation of the allotment vide G.O.Ms.No.13 dated 15.03.2025. Thus, the learned Government Pleader for Cooperation justified cancellation of the allotment and re-allotment of land in Suryapet District to respondent No.4. 11. Learned Senior Counsel appearing for respondent No.4 supported the impugned G.Os., and submitted that the said G.Os., were issued in view of the continuous failure of the petitioner to comply with the obligations of bringing about the targeted area under oil palm cultivation within its allotted factory zones, supplying the required seedlings and planting material to farmers and establishing the oil palm processing unit. The learned Senior Counsel raised a ground about the maintainability of the Writ Petition. He submitted that the scope of judicial review is limited over executive decisions relating to commercial/contractual aspects and they cannot be interfered with unless they suffer from arbitrariness, mala fides or manifest unreasonableness. It is submitted that under Article 226 of the Constitution of India, this Hon’ble Court cannot sit in appeal over the commercial/contractual and administrative decisions of the parties as held by the Hon’ble Supreme Court in the case of Asif Hameed & Ors. Vs. State of Jammu and Kashmir , 1989 Supp (2) SCC 364 . He submitted that the petitioner has not demonstrated any arbitrary action on the part of respondents No.1 to 3 for interference by this Court. Vs. State of Jammu and Kashmir , 1989 Supp (2) SCC 364 . He submitted that the petitioner has not demonstrated any arbitrary action on the part of respondents No.1 to 3 for interference by this Court. It is submitted that the impugned action has been taken against the petitioner only on the ground that the petitioner has failed to fulfil the obligations under the agreement and there is no illegal, arbitrary or biased action in cancelling and allotting the area to respondent No.4 which is a company being run by the Government itself. 12. In response to the above objection, the learned Senior Counsel for the petitioner relied upon the following judgments on the maintainability of the Writ Petition: (i) ABL International Vs. Export Credit Guarantee Corporation of India Ltd. (2004) 3 SCC 553 (ii) Subodh Kumar Singh Rathour Vs. The CEO AIR 2024 SC 3784 (iii) Popatrao Vyankatrao Patil Vs. State of Maharashtra (2020) 19 SCC 241 (iv) Zonal Manager, Central Bank of India Vs. Devi Ispat Ltd. (2010) 11 SCC 186 13. He further submitted that this Writ Petition is maintainable because it is founded on a violation of (a) Article 14 and 19 (1) (g) of the Constitution of India, (b) Principles of natural justice, (c) the impugned GOs being arbitrary and (d) absence of a efficacious remedy to the Petitioner; He submitted that this Writ Petition is maintainable under Article 226 of the Constitution as it pertains to a contractual dispute involving state instrumentality and for the reasons stated above and further as the petitioner was left with no efficacious alternative remedy other than approaching this Hon’ble Court by way of the Writ Petition as the cancellation of the Petitioner’s factory zone was simultaneously accompanied by the reallocation of the same to Respondent No.4. 14. On the decisions relied upon by the Learned Senior Counsel for the petitioner about the maintainability of the Writ Petition in contractual matters, the learned Senior Counsel submitted that they are all distinguishable on facts. On the other hand, he placed reliance on the judgment of the Hon’ble Supreme Court in the case of BPCL Ltd vs. N.R . Vairamani reported in 2004 (7) Supreme 126 that caution has to be exercised by this Court while considering precedents and that disposal of cases by blindly placing reliance on a decision is not proper. 15. On the other hand, he placed reliance on the judgment of the Hon’ble Supreme Court in the case of BPCL Ltd vs. N.R . Vairamani reported in 2004 (7) Supreme 126 that caution has to be exercised by this Court while considering precedents and that disposal of cases by blindly placing reliance on a decision is not proper. 15. Having regard to the rival contentions and the material on record, this Court finds that the first and foremost issue to be decided is the maintainability of the Writ Petition. The petitioner is challenging G.O.Ms.No.13, Agriculture and Cooperation (Horti.&Seri) Department, dated 15.03.2025 cancelling the factory zone of Suryapet District allotted to the petitioner and G.O.Ms.No.14, Agriculture and Cooperation (Horti.&Seri) Department, dated 15.03.2025 realloting the factory zone of Suryapet District to respondent No.4 and these two G.Os., are issued allegedly consequent to the non-fulfilment of the conditions mentioned in the Memorandum of Agreement made with respondent No.1 by the petitioner. Therefore, it is a contractual matter. As held by the Courts in a catena of judgments even if a contract is between the Government or an instrumentality of Government and a private party, such matters cannot be agitated under Article 226 of the Constitution of India unless the executive decision is arbitrary, biased or mala fide. In this case, except for stating that Clause 15 of the Memorandum of Agreement dated 15.03.2017 does not call for cancellation of the agreement, but requires the petitioner to purchase the fresh fruit bunches from the farmers at the rates fixed by the Government and further that the conditions mentioned in Clause 13 of the second MoA for cancellation of the factory zone are not fulfilled, the petitioner has not brought out any action of arbitrariness in its Writ Petition. The decisions relied upon by the petitioner for maintainability of the Writ Petition are as under: (1) ABL International Vs. Export Credit Guarantee Corporation of India Ltd. /b> (5 supra) (2) Subodh Kumar Singh Rathour Vs. The CEO (6 supra) (3) Popatrao Vyankatrao Patil Vs. State of Maharashtra (7 supra) (4) Zonal Manager, Central Bank of India Vs. Devi Ispat Ltd. (8 supra) 16. The relevant paragraphs in the case of ABL International Vs. Export Credit Guarantee Corporation of India Ltd. (5 supra) relied upon by the petitioner are reproduced as under: “27. The CEO (6 supra) (3) Popatrao Vyankatrao Patil Vs. State of Maharashtra (7 supra) (4) Zonal Manager, Central Bank of India Vs. Devi Ispat Ltd. (8 supra) 16. The relevant paragraphs in the case of ABL International Vs. Export Credit Guarantee Corporation of India Ltd. (5 supra) relied upon by the petitioner are reproduced as under: “27. From the above discussion of ours, the following legal principles emerge as to the maintainability of a writ petition: (a) In an appropriate case, a writ petition as against a State or an instrumentality of a State arising out of a contractual obligation is maintainable. (b) Merely because some disputed questions of fact arise for consideration, same cannot be a ground to refuse to entertain a writ petition in all cases as a matter of rule. (c) A writ petition involving a consequential relief of monetary claim is also maintainable.” “28. However, while entertaining an objection as to the maintainability of a writ petition under Article 226 of the Constitution of India, the court should bear in mind the fact that the power to issue prerogative writs under Article 226 of the Constitution is plenary in nature and is not limited by any other provisions of the Constitution. The High Court having regard to the facts of the case, has a discretion to entertain or not to entertain a writ petition. The Court has imposed upon itself certain restrictions in the exercise of this power. (See Whirlpool Corpn. v. Registrar of Trade Marks [ (1998) 8 SCC 1 ] .) And this plenary right of the High Court to issue a prerogative writ will not normally be exercised by the Court to the exclusion of other available remedies unless such action of the State or its instrumentality is arbitrary and unreasonable so as to violate the constitutional mandate of Article 14 or for other valid and legitimate reasons, for which the Court thinks it necessary to exercise the said jurisdiction.” ........ “52. On the basis of the above conclusion of ours, the question still remains why should we grant the reliefs sought for by the appellants in a writ petition when a suitable efficacious alternate remedy is available by way of a suit. “52. On the basis of the above conclusion of ours, the question still remains why should we grant the reliefs sought for by the appellants in a writ petition when a suitable efficacious alternate remedy is available by way of a suit. The answer to this question, in our opinion, lies squarely in the decision of this Court in the case of Shrilekha Vidyarthi [ (1991) 1 SCC 212 : 1991 SCC (L&S) 742] wherein this Court held: (SCC pp. 235-37, paras 20-22 & 24) The requirement of Article 14 should extend even in the sphere of contractual matters for regulating the conduct of the State activity. Applicability of Article 14 to all executive actions of the State being settled and for the same reason its applicability at the threshold to the making of a contract in exercise of the executive power being beyond dispute, the State cannot thereafter cast off its personality and exercise unbridled power unfettered by the requirements of Article 14 in the sphere of contractual matters and claim to be governed therein only by private law principles applicable to private individuals whose rights flow only from the terms of the contract without anything more. The personality of the State, requiring regulation of its conduct in all spheres by requirements of Article 14, does not undergo such a radical change after the making of a contract merely because some contractual rights accrue to the other party in addition. It is not as if the requirements of Article 14 and contractual obligations are alien concepts, which cannot coexist. The Constitution does not envisage or permit unfairness or unreasonableness in State actions in any sphere of its activity contrary to the professed ideals in the preamble. Therefore, total exclusion of Article 14 — non-arbitrariness which is basic to rule of law — from State actions in contractual field is not justified. This is more so when the modern trend is also to examine the unreasonableness of a term in such contracts where the bargaining power is unequal so that these are not negotiated contracts but standard form contracts between unequals. Unlike the private parties the State while exercising its powers and discharging its functions, acts indubitably, as is expected of it, for public good and in public interest. The impact of every State action is also on public interest. Unlike the private parties the State while exercising its powers and discharging its functions, acts indubitably, as is expected of it, for public good and in public interest. The impact of every State action is also on public interest. It is really the nature of its personality as State which is significant and must characterize all its actions, in whatever field, and not the nature of function, contractual or otherwise, which is decisive of the nature of scrutiny permitted for examining the validity of its act. The requirement of Article 14 being the duty to act fairly, justly and reasonably, there is nothing which militates against the concept of requiring the State always to so act, even in contractual matters. This factor alone is sufficient to import at least the minimal requirements of public law obligations and impress with this character the contracts made by the State or its instrumentality. It is a different matter that the scope of judicial review in respect of disputes falling within the domain of contractual obligations may be more limited and in doubtful cases the parties may be relegated to adjudication of their rights by resort to remedies provided for adjudication of purely contractual disputes. However, to the extent, challenge is made on the ground of violation of Article 14 by alleging that the impugned act is arbitrary, unfair or unreasonable, the fact that the dispute also falls within the domain of contractual obligations would not relieve the State of its obligation to comply with the basic requirements of Article 14. To this extent, the obligation is of a public character invariably in every case irrespective of there being any other right or obligation in addition thereto. An additional contractual obligation cannot divest the claimant of the guarantee under Article 14 of non-arbitrariness at the hands of the State in any of its actions.” 17. The relevant paragraphs relied upon in the case of Subodh Kumar Singh Rathour Vs. The CEO (6 supra) are reproduced as under: “56 . What can be discerned from the above is that there has been a considerable shift in the scope of judicial review of the court when it comes to contractual disputes where one of the parties is the State or its instrumentalities. The CEO (6 supra) are reproduced as under: “56 . What can be discerned from the above is that there has been a considerable shift in the scope of judicial review of the court when it comes to contractual disputes where one of the parties is the State or its instrumentalities. In view of the law laid down by this Court in ABL (supra), Joshi Technologies (supra) and in M.P. Power (supra), it is difficult to accept the contention of the Respondent that the writ petition filed by the Appellant before the High Court was not maintainable and the relief prayed for was rightly declined by the High Court in exercise of its Writ jurisdiction. Where State action is challenged on the ground of being arbitrary, unfair or unreasonable, the State would be under an obligation to comply with the basic requirements of Article 14 of the Constitution and not act in an arbitrary, unfair and unreasonable manner. This is the constitutional limit of their authority. There is a jural postulate of good faith in business relations and undertakings which is given effect to by preventing arbitrary exercise of powers by the public functionaries in contractual matters with private individuals. With the rise of the Social Service State more and more public-private partnerships continue to emerge, which makes it all the more imperative for the courts to protect the sanctity of such relations.” “57. It is needless to state that in matters concerning specific modalities of the contract' such as required work, execution methods, material quality, timeframe, supervision standards, and other aspects impacting the tender's purpose the court usually refrains from interference. State authorities, like private individuals, have a consensual element in contract formation. The stipulations or terms in the underlying contract purpose are part of the consensual aspect, which need not be entertained by the courts in writ jurisdiction and the parties may be relegated to ordinary private law remedy. Judicial review does not extend to fixing contract stipulations but ensures that the public authorities act within their authority to prevent arbitrariness.” “58. Thus, the demarcation between a private law element and public law element in the context of contractual disputes if any, may be assessed by ascertaining whether the dispute or the controversy pertains to the consensual aspect of the contract or tender in question or not. Thus, the demarcation between a private law element and public law element in the context of contractual disputes if any, may be assessed by ascertaining whether the dispute or the controversy pertains to the consensual aspect of the contract or tender in question or not. Judicial review is permissible to prevent arbitrariness of public authorities and to ensure that they do not exceed or abuse their powers in contractual transactions and requires overseeing the administrative power of public authorities to award or cancel contracts or any of its stipulations.” “59. Therefore, what can be culled out from the above is that although disputes arising purely out of contracts are not amenable to writ jurisdiction yet keeping in mind the obligation of the State to act fairly and not arbitrarily or capriciously, it is now well settled that when contractual power is being used for public purpose, it is certainly amenable to judicial review.” 60..... 61...... “62. Thus, the present dispute even if related to a tender, cannot be termed as a pure contractual dispute, as the dispute involves a public law element. Although there is no discharge of a public function by the Respondent towards the Appellant yet there is a right to public law action vested in him against the Respondent in terms of Article 14 of the Constitution. This is because the exercise of the executive power by it in the contractual domain i.e., the cancelling of the tender carries a corresponding public duty to act in a reasonable and rationale manner. Thus, we find that the writ petition filed by the Respondent was maintainable and the relief prayed for could have been considered by the High Court in exercise of its writ jurisdiction.” 18. The relevant paragraphs relied upon in the case of Popatrao Vyankatrao Patil Vs. The State of Maharashtra and Others (7 supra) are reproduced as under: “9. No doubt that, normally, when a petition involves disputed questions of fact and law, the High Court would be slow in entertaining the petition under Article 226 of the Constitution of India. However, it is a rule of self-restraint and not a hard-and-fast rule. In any case, this Court in ABL International Ltd. v. Export Credit Guarantee Corpn. of India Ltd. [ABL International Ltd. v. Export Credit Guarantee Corpn. of India Ltd., (2004) 3 SCC 553 ] has observed thus : (SCC pp. 568-69, para 19) “19. However, it is a rule of self-restraint and not a hard-and-fast rule. In any case, this Court in ABL International Ltd. v. Export Credit Guarantee Corpn. of India Ltd. [ABL International Ltd. v. Export Credit Guarantee Corpn. of India Ltd., (2004) 3 SCC 553 ] has observed thus : (SCC pp. 568-69, para 19) “19. Therefore, it is clear from the above enunciation of law that merely because one of the parties to the litigation raises a dispute in regard to the facts of the case, the court entertaining such petition under Article 226 of the Constitution is not always bound to relegate the parties to a suit. In the above case of Gunwant Kaur [Gunwant Kaur v. Municipal Committee, Bhatinda, (1969) 3 SCC 769 ] this Court even went to the extent of holding that in a writ petition, if the facts require, even oral evidence can be taken. This clearly shows that in an appropriate case, the writ court has the jurisdiction to entertain a writ petition involving disputed questions of fact and there is no absolute bar for entertaining a writ petition even if the same arises out of a contractual obligation and/or involves some disputed questions of fact.” “10. While summing up the conclusions in the aforesaid case, this Court concluded thus : (ABL International case [ABL International Ltd. v. Export Credit Guarantee Corpn. of India Ltd., (2004) 3 SCC 553 ] , SCC p. 572, paras 27-28) “27. From the above discussion of ours, the following legal principles emerge as to the maintainability of a writ petition: (a) In an appropriate case, a writ petition as against a State or an instrumentality of a State arising out of a contractual obligation is maintainable. (b) Merely because some disputed questions of fact arise for consideration, same cannot be a ground to refuse to entertain a writ petition in all cases as a matter of rule. (c) A writ petition involving a consequential relief of monetary claim is also maintainable. 28. However, while entertaining an objection as to the maintainability of a writ petition under Article 226 of the Constitution of India, the court should bear in mind the fact that the power to issue prerogative writs under Article 226 of the Constitution is plenary in nature and is not limited by any other provisions of the Constitution. 28. However, while entertaining an objection as to the maintainability of a writ petition under Article 226 of the Constitution of India, the court should bear in mind the fact that the power to issue prerogative writs under Article 226 of the Constitution is plenary in nature and is not limited by any other provisions of the Constitution. The High Court having regard to the facts of the case, has a discretion to entertain or not to entertain a writ petition. The Court has imposed upon itself certain restrictions in the exercise of this power. (See Whirlpool Corpn. v. Registrar of Trade Marks [Whirlpool Corpn. v. Registrar of Trade Marks, (1998) 8 SCC 1 ] .) And this plenary right of the High Court to issue a prerogative writ will not normally be exercised by the Court to the exclusion of other available remedies unless such action of the State or its instrumentality is arbitrary and unreasonable so as to violate the constitutional mandate of Article 14 or for other valid and legitimate reasons, for which the Court thinks it necessary to exercise the said jurisdiction.” “ 11 . It could thus be seen, that even if there are disputed questions of fact which fall for consideration but if they do not require elaborate evidence to be adduced, the High Court is not precluded from entertaining a petition under Article 226 of the Constitution. However, such a plenary power has to be exercised by the High Court in exceptional circumstances. The High Court would be justified in exercising such a power to the exclusion of other available remedies only when it finds that the action of the State or its instrumentality is arbitrary and unreasonable and, as such, violative of Article 14 of the Constitution of India. In any case, in the present case, we find that there are hardly any disputed questions of facts.” 12 ...... 13 ..... “ 14 . This Court, has time and again held, that the State should act as a model litigant. In this respect, we can gainfully refer to the following observations made by this Court in Urban Improvement Trust, Bikaner v. Mohan Lal [Urban Improvement Trust, Bikaner v. Mohan Lal, (2010) 1 SCC 512 : (2010) 1 SCC (Civ) 163 : (2010) 1 SCC (Cri) 818 : (2010) 1 SCC (L&S) 178] : (SCC pp. 515- 16, paras 6-9) “6. In this respect, we can gainfully refer to the following observations made by this Court in Urban Improvement Trust, Bikaner v. Mohan Lal [Urban Improvement Trust, Bikaner v. Mohan Lal, (2010) 1 SCC 512 : (2010) 1 SCC (Civ) 163 : (2010) 1 SCC (Cri) 818 : (2010) 1 SCC (L&S) 178] : (SCC pp. 515- 16, paras 6-9) “6. This Court has repeatedly expressed the view that Governments and statutory authorities should be model or ideal litigants and should not put forth false, frivolous, vexatious, technical (but unjust) contentions to obstruct the path of justice. We may refer to some of the decisions in this behalf. 7. In Dilbagh Rai Jarry v. Union of India [Dilbagh Rai Jarry v. Union of India, (1974) 3 SCC 554 : 1974 SCC (L&S) 89] this Court extracted with approval the following statement [from an earlier decision of the Kerala High Court (P.P. Abubacker case [Ed. : P.P. Abubacker v. Union of India, 1971 SCC OnLine Ker 71 : AIR 1972 Ker 103 : ILR (1971) 2 Ker 490 : 1971 KLJ 723 ] , AIR pp. 107-08, para 5)] : (SCC p. 562, para 25) ‘25. … “5. … The State, under our Constitution, undertakes economic activities in a vast and widening public sector and inevitably gets involved in disputes with private individuals. But it must be remembered that the State is no ordinary party trying to win a case against one of its own citizens by hook or by crook; for the State's interest is to meet honest claims, vindicate a substantial defence and never to score a technical point or overreach a weaker party to avoid a just liability or secure an unfair advantage, simply because legal devices provide such an opportunity. The State is a virtuous litigant and looks with unconcern on immoral forensic successes so that if on the merits the case is weak, Government shows a willingness to settle the dispute regardless of prestige and other lesser motivations which move private parties to fight in court. The State is a virtuous litigant and looks with unconcern on immoral forensic successes so that if on the merits the case is weak, Government shows a willingness to settle the dispute regardless of prestige and other lesser motivations which move private parties to fight in court. The layout on litigation costs and executive time by the State and its agencies is so staggering these days because of the large amount of litigation in which it is involved that a positive and wholesome policy of cutting back on the volume of law suits by the twin methods of not being tempted into forensic showdowns where a reasonable adjustment is feasible and ever offering to extinguish a pending proceeding on just terms, giving the legal mentors of Government some initiative and authority in this behalf. I am not indulging in any judicial homily but only echoing the dynamic national policy on State litigation evolved at a Conference of Law Ministers of India way back in 1957.” ’ 8. In Madras Port Trust v. Hymanshu International [Madras Port Trust v. Hymanshu International, (1979) 4 SCC 176 ] this Court held : (SCC p. 177, para 2) ‘2. … It is high time that Governments and public authorities adopt the practice of not relying upon technical pleas for the purpose of defeating legitimate claims of citizens and do what is fair and just to the citizens. Of course, if a Government or a public authority takes up a technical plea, the Court has to decide it and if the plea is well founded, it has to be upheld by the court, but what we feel is that such a plea should not ordinarily be taken up by a Government or a public authority, unless of course the claim is not well founded and by reason of delay in filing it, the evidence for the purpose of resisting such a claim has become unavailable.’ 9. In a three-Judge Bench judgment of Bhag Singh v. State (UT of Chandigarh) [Bhag Singh v. State (UT of Chandigarh), (1985) 3 SCC 737 ] this Court held : (SCC p. 741, para 3) ‘3. In a three-Judge Bench judgment of Bhag Singh v. State (UT of Chandigarh) [Bhag Singh v. State (UT of Chandigarh), (1985) 3 SCC 737 ] this Court held : (SCC p. 741, para 3) ‘3. … The State Government must do what is fair and just to the citizen and should not, as far as possible, except in cases where tax or revenue is received or recovered without protest or where the State Government would otherwise be irretrievably be prejudiced, take up a technical plea to defeat the legitimate and just claim of the citizen.’” 19. The relevant paragraphs relied upon in the case of Zonal Manager, Central Bank of India Vs. Devi Ispat Ltd. And Ors., (8 supra) are reproduced as under: “ 22 . In ABL International Ltd. v. Export Credit Guarantee Corpn. of India Ltd. [ (2004) 3 SCC 553 ] Santosh Hegde, J. has exhaustively dealt with the maintainability of writ petition under Article 226 in contractual matters. In the said case, contract of insurance was executed between ABL International Ltd. and another and Export Credit Guarantee Corporation of India Ltd. and others. Having failed to persuade the first respondent therein, to adhere to the contract of insurance between it and the appellant, the appellant filed a writ petition before a learned Single Judge of the Calcutta High Court, inter alia, praying for quashing of the letters of repudiation issued by the first respondent. It also consequentially prayed for a direction to the first respondent to make payment of the dues to it under the contract of insurance. The learned Single Judge, after hearing the parties, came to the conclusion that though the dispute between the parties arose out of a contract, the first respondent being “State” for the purpose of Article 12, was bound by the terms of the contract, therefore, for such non-performance, a writ was maintainable and after considering the arguments of the parties in regard to the liability under the contract of insurance, allowed the writ petition and issued the writ and directions as prayed for by the appellants in the writ petition.” 23…… 24…… “ 25 . The following discussion and conclusion are apt and relevant for our purpose. They are: (ABL International Ltd. case [ (2004) 3 SCC 553 ] , SCC pp. 564-69, paras 9-19) “9. The following discussion and conclusion are apt and relevant for our purpose. They are: (ABL International Ltd. case [ (2004) 3 SCC 553 ] , SCC pp. 564-69, paras 9-19) “9. In our opinion this question is no more res integra and is settled by a large number of judicial pronouncements of this Court. In K.N.Guruswamy v. State of Mysore [ AIR 1954 SC 592 ] this Court held: (AIR pp. 595-96, para 20) ‘20. The next question is whether the appellant can complain of this by way of a writ. In our opinion, he could have done so in an ordinary case. The appellant is interested in these contracts and has a right under the laws of the State to receive the same treatment and be given the same chance as anybody else. … We would therefore in the ordinary course have given the appellant the writ he seeks. But, owing to the time which this matter has taken to reach us (a consequence for which the appellant is in no way to blame, for he has done all he could to have an early hearing), there is barely a fortnight of the contract left to go. … A writ would therefore be ineffective and as it is not our practice to issue meaningless writs we must dismiss this appeal and leave the appellant content with an enunciation of the law.’ 10. It is clear from the above observations of this Court in the said case, though a writ was not issued on the facts of that case, this Court has held that on a given set of facts if a State acts in an arbitrary manner even in a matter of contract, an aggrieved party can approach the court by way of writ under Article 226 of the Constitution and the court depending on facts of the said case is empowered to grant the relief. This judgment in K.N. Guruswamy v. State of Mysore [ AIR 1954 SC 592 ] was followed subsequently by this Court in DFO v. Ram Sanehi Singh [ (1971) 3 SCC 864 ] wherein this Court held: (SCC p. 865, para 4) ‘4. … By that order he has deprived the respondent of a valuable right. This judgment in K.N. Guruswamy v. State of Mysore [ AIR 1954 SC 592 ] was followed subsequently by this Court in DFO v. Ram Sanehi Singh [ (1971) 3 SCC 864 ] wherein this Court held: (SCC p. 865, para 4) ‘4. … By that order he has deprived the respondent of a valuable right. We are unable to hold that merely because the source of the right which the respondent claims was initially in a contract, for obtaining relief against any arbitrary and unlawful action on the part of a public authority he must resort to a suit and not to a petition by way of a writ. In view of the judgment of this Court in K.N. Guruswamy case [ AIR 1954 SC 592 ] there can be no doubt that the petition was maintainable, even if the right to relief arose out of an alleged breach of contract, where the action challenged was of a public authority invested with statutory power.’ (emphasis in original) 11. In Gujarat State Financial Corpn. v. Lotus Hotels (P) Ltd. [ (1983) 3 SCC 379 ] this Court following an earlier judgment in Ramana Dayaram Shetty v. International Airport Authority of India [ (1979) 3 SCC 489 ] held: [Lotus Hotels (P) Ltd. case [ (1983) 3 SCC 379 ] , SCC p. 380] ‘The instrumentality of the State which would be “other authority” under Article 12 cannot commit breach of a solemn undertaking to the prejudice of the other party which acted on that undertaking or promise and put itself in a disadvantageous position. The appellant Corporation, created under the State Financial Corporations Act, falls within the expression of “other authority” in Article 12 and if it backs out from such a promise, it cannot be said that the only remedy for the aggrieved party would be suing for damages for breach and that it could not compel the Corporation for specific performance of the contract under Article 226.’ 12. The learned counsel appearing for the first respondent, however, submitted that this Court has taken a different view in LIC v. Escorts Ltd. [ (1986) 1 SCC 264 ] wherein this Court held: (SCC p. 344, para 102) ‘102. The learned counsel appearing for the first respondent, however, submitted that this Court has taken a different view in LIC v. Escorts Ltd. [ (1986) 1 SCC 264 ] wherein this Court held: (SCC p. 344, para 102) ‘102. … If the action of the State is related to contractual obligations or obligations arising out of the tort, the court may not ordinarily examine it unless the action has some public law character attached to it. Broadly speaking, the court will examine actions of State if they pertain to the public law domain and refrain from examining them if they pertain to the private law field. The difficulty will lie in demarcating the frontier between the public law domain and the private law field. It is impossible to draw the line with precision and we do not want to attempt it. The question must be decided in each case with reference to the particular action, the activity in which the State or the instrumentality of the State is engaged when performing the action, the public law or private law character of the action and a host of other relevant circumstances. When the State or an instrumentality of the State ventures into the corporate world and purchases the shares of a company, it assumes to itself the ordinary role of a shareholder, and dons the robes of a shareholder, with all the rights available to such a shareholder. There is no reason why the State as a shareholder should be expected to state its reasons when it seeks to change the management, by a resolution of the company, like any other shareholder.’ (emphasis in original) 13. We do not think this Court in the above case has, in any manner, departed from the view expressed in the earlier judgments in the case cited hereinabove. This Court in LIC [ (1986) 1 SCC 264 ] proceeded on the facts of that case and held that a relief by way of a writ petition may not ordinarily be an appropriate remedy. This judgment does not lay down that as a rule in matters of contract the court's jurisdiction under Article 226 of the Constitution is ousted. This Court in LIC [ (1986) 1 SCC 264 ] proceeded on the facts of that case and held that a relief by way of a writ petition may not ordinarily be an appropriate remedy. This judgment does not lay down that as a rule in matters of contract the court's jurisdiction under Article 226 of the Constitution is ousted. On the contrary, the use of the words ‘court may not ordinarily examine it unless the action has some public law character attached to it’ itself indicates that in a given case, on the existence of the required factual matrix a remedy under Article 226 of the Constitution will be available. The learned counsel then relied on another judgment of this Court in State of U.P. v. Bridge & Roof Co. (India) Ltd. [ (1996) 6 SCC 22 ] wherein this Court held: (SCC p. 31, para 21) ‘21. … [Further, the] contract in question contains a clause providing inter alia for settlement of disputes by reference to arbitration. The arbitrators can decide both questions of fact as well as questions of law. When the contract itself provides for a mode of settlement of disputes arising from the contract, there is no reason why the parties should not follow and adopt that remedy and invoke the extraordinary jurisdiction of the High Court under Article 226. The existence of an effective alternative remedy—in this case, provided in the contract itself—is a good ground for the court to decline to exercise its extraordinary jurisdiction under Article 226.’ 14. This judgment again, in our opinion, does not help the first respondent in the argument advanced on its behalf that in contractual matters remedy under Article 226 of the Constitution does not lie. It is seen from the above extract that in that case because of an arbitration clause in the contract, the court refused to invoke the remedy under Article 226 of the Constitution. We have specifically inquired from the parties to the present appeal before us and we have been told that there is no such arbitration clause in the contract in question. We have specifically inquired from the parties to the present appeal before us and we have been told that there is no such arbitration clause in the contract in question. It is well known that if the parties to a dispute had agreed to settle their dispute by arbitration and if there is an agreement in that regard, the courts will not permit recourse to any other remedy without invoking the remedy by way of arbitration, unless of course both the parties to the dispute agree on another mode of dispute resolution. Since that is not the case in the instant appeal, the observations of this Court in the said case of Bridge & Roof Co. [ (1996) 6 SCC 22 ] are of no assistance to the first respondent in its contention that in contractual matters, writ petition is not maintainable. 15. The learned counsel then contending that this Court will not entertain a writ petition involving disputed questions of fact relied on a judgment of this Court in State of Bihar v. Jain Plastics and Chemicals Ltd. [ (2002) 1 SCC 216 ] wherein this Court held: (SCC p. 218, para 7) ‘7. In our view, it is apparent that the order passed by the High Court is, on the face of it, illegal and erroneous. It is true that many matters could be decided after referring to the contentions raised in the affidavits and counter-affidavits, but that would hardly be a ground for exercise of extraordinary jurisdiction under Article 226 of the Constitution in case of alleged breach of contract. Whether the alleged non-supply of road permits by the appellants would justify breach of contract by the respondent would depend upon facts and evidence and is not required to be decided or dealt with in a writ petition. Such seriously disputed questions or rival claims of the parties with regard to breach of contract are to be investigated and determined on the basis of evidence which may be led by the parties in a properly instituted civil suit rather than by a court exercising prerogative of issuing writs.’ 16. Such seriously disputed questions or rival claims of the parties with regard to breach of contract are to be investigated and determined on the basis of evidence which may be led by the parties in a properly instituted civil suit rather than by a court exercising prerogative of issuing writs.’ 16. A perusal of this judgment though shows that a writ petition involving serious disputed questions of facts which requires consideration of evidence which is not on record, will not normally be entertained by a court in the exercise of its jurisdiction under Article 226 of the Constitution of India. This decision again, in our opinion, does not lay down an absolute rule that in all cases involving disputed questions of fact the parties should be relegated to a civil suit. In this view of ours, we are supported by a judgment of this Court in Gunwant Kaur v. Municipal Committee, Bhatinda [ (1969) 3 SCC 769 ] where dealing with such a situation of disputed questions of fact in a writ petition this Court held: (SCC p. 774, paras 14-16) ‘14. The High Court observed that they will not determine disputed question of fact in a writ petition. But what facts were in dispute and what were admitted could only be determined after an affidavit in reply was filed by the State. The High Court, however, proceeded to dismiss the petition in limine. The High Court is not deprived of its jurisdiction to entertain a petition under Article 226 merely because in considering the petitioner's right to relief questions of fact may fall to be determined. In a petition under Article 226 the High Court has jurisdiction to try issues both of fact and law. Exercise of the jurisdiction is, it is true, discretionary, but the discretion must be exercised on sound judicial principles. When the petition raises questions of fact of a complex nature, which may for their determination require oral evidence to be taken, and on that account the High Court is of the view that the dispute may not appropriately be tried in a writ petition, the High Court may decline to try a petition. When the petition raises questions of fact of a complex nature, which may for their determination require oral evidence to be taken, and on that account the High Court is of the view that the dispute may not appropriately be tried in a writ petition, the High Court may decline to try a petition. Rejection of a petition in limine will normally be justified, where the High Court is of the view that the petition is frivolous or because of the nature of the claim made dispute sought to be agitated, or that the petition against the party against whom relief is claimed is not maintainable or that the dispute raised thereby is such that it would be inappropriate to try it in the writ jurisdiction, or for analogous reasons. 15. From the averments made in the petition filed by the appellants it is clear that in proof of a large number of allegations the appellants relied upon documentary evidence and the only matter in respect of which conflict of facts may possibly arise related to the due publication of the notification under Section 4 by the Collector. 16. In the present case, in our judgment, the High Court was not justified in dismissing the petition on the ground that it will not determine disputed question of fact. The High Court has jurisdiction to determine questions of fact, even if they are in dispute and the present, in our judgment, is a case in which in the interests of both the parties the High Court should have entertained the petition and called for an affidavit-in-reply from the respondents, and should have proceeded to try the petition instead of relegating the appellants to a separate suit.’ 17. The above judgment of Gunwant Kaur [ (1969) 3 SCC 769 ] finds support from another judgment of this Court in Century Spg. and Mfg. Co. Ltd. v. Ulhasnagar Municipal Council [ (1970) 1 SCC 582 ] wherein this Court held: (SCC p. 587, para 13) ‘13. … Merely because a question of fact is raised, the High Court will not be justified in requiring the party to seek relief by the somewhat lengthy, dilatory and expensive process by a civil suit against a public body. The questions of fact raised by the petition in this case are elementary.’ 18. … Merely because a question of fact is raised, the High Court will not be justified in requiring the party to seek relief by the somewhat lengthy, dilatory and expensive process by a civil suit against a public body. The questions of fact raised by the petition in this case are elementary.’ 18. This observation of the court was made while negating a contention advanced on behalf of the respondent Municipality which contended that the petition filed by the appellant Company therein apparently raised questions of fact which argument of the Municipality was accepted by the High Court holding that such disputed questions of fact cannot be tried in the exercise of the extraordinary jurisdiction under Article 226 of the Constitution. But this Court held otherwise. 19. Therefore, it is clear from the above enunciation of law that merely because one of the parties to the litigation raises a dispute in regard to the facts of the case, the court entertaining such petition under Article 226 of the Constitution is not always bound to relegate the parties to a suit. In the above case of Gunwant Kaur [ (1969) 3 SCC 769 ] this Court even went to the extent of holding that in a writ petition, if the facts require, even oral evidence can be taken. This clearly shows that in an appropriate case, the writ court has the jurisdiction to entertain a writ petition involving disputed questions of fact and there is no absolute bar for entertaining a writ petition even if the same arises out of a contractual obligation and/or involves some disputed questions of fact.” “ 26 . After holding so, this Court has concluded as under: (ABL International Ltd. case [ (2004) 3 SCC 553 ] , SCC p. 580, para 53) “53. From the above, it is clear that when an instrumentality of the State acts contrary to public good and public interest, unfairly, unjustly and unreasonably, in its contractual, constitutional or statutory obligations, it really acts contrary to the constitutional guarantee found in Article 14 of the Constitution. Thus if we apply the above principle of applicability of Article 14 to the facts of this case, then we notice that the first respondent being an instrumentality of the State and a monopoly body had to be approached by the appellants by compulsion to cover its export risk. Thus if we apply the above principle of applicability of Article 14 to the facts of this case, then we notice that the first respondent being an instrumentality of the State and a monopoly body had to be approached by the appellants by compulsion to cover its export risk. The policy of insurance covering the risk of the appellants was issued by the first respondent after seeking all required information and after receiving huge sums of money as premium exceeding Rs. 16 lakhs. On facts we have found that the terms of the policy do not give room to any ambiguity as to the risk covered by the first respondent. We are also of the considered opinion that the liability of the first respondent under the policy arose when the default of the exporter occurred and thereafter when the Kazakhstan Government failed to fulfil its guarantee. There is no allegation that the contracts in question were obtained either by fraud or by misrepresentation. In such factual situation, we are of the opinion, the facts of this case do not and should not inhibit the High Court or this Court from granting the relief sought for by the petitioner.” “ 27 . In a recent decision in Karnataka State Forest Industries Corpn. v. Indian Rocks [ (2009) 1 SCC 150 ] , while considering the similar issue, S.B. Sinha, J. speaking for the Bench reiterated thus: (SCC pp. 166-67, paras 38-39) “38. Although ordinarily a superior court in exercise of its writ jurisdiction would not enforce the terms of a contract qua contract, it is trite that when an action of the State is arbitrary or discriminatory and, thus, violative of Article 14 of the Constitution of India, a writ petition would be maintainable. (See ABL International Ltd. v. Export Credit Guarantee Corpn. of India Ltd. [ (2004) 3 SCC 553 ] ) 39. There cannot be any doubt whatsoever that a writ of mandamus can be issued only when there exists a legal right in the writ petition and a corresponding legal duty on the part of the State, but then if any action on the part of the State is wholly unfair or arbitrary, the superior courts are not powerless.” “ 28 . It is clear that (a) in the contract if there is a clause for arbitration, normally, a writ court should not invoke its jurisdiction; (b) the existence of effective alternative remedy provided in the contract itself is a good ground to decline to exercise its extraordinary jurisdiction under Article 226; and (c) if the instrumentality of the State acts contrary to the public good, public interest, unfairly, unjustly, unreasonably discriminatory and violative of Article 14 of the Constitution of India in its contractual or statutory obligation, writ petition would be maintainable. However, a legal right must exist and corresponding legal duty on the part of the State and if any action on the part of the State is wholly unfair or arbitrary, writ courts can exercise their power. In the light of the legal position, writ petition is maintainable even in contractual matters, in the circumstances mentioned in the earlier paragraphs.” 20. The decision relied upon by the learned Senior Counsel for respondent No.4 about the non-maintainability of the writ petition is the case of Asif Hameed & Ors. Vs. State of Jammu and Kashmir (4 supra). The relevant paragraphs therein are reproduced as under: “ 17. Before adverting to the controversy directly involved in these appeals we may have a fresh look on the inter se functioning of the three organs of democracy under our Constitution. Although the doctrine of separation of powers has not been recognised under the Constitution in its absolute rigidity but the Constitution makers have meticulously defined the functions of various organs of the State. legislature, executive and judiciary have to function within their own spheres demarcated under the Constitution. No organ can usurp the functions assigned to another. The Constitution trusts to the judgment of these organs to function and exercise their discretion by strictly following the procedure prescribed therein. The functioning of democracy depends upon the strength and independence of each of its organs. legislature and executive, the two facets of people's will, they have all the powers including that of finance. Judiciary has no power over sword or the purse nonetheless it has power to ensure that the aforesaid two main organs of State function within the constitutional limits. It is the sentinel of democracy. Judicial review is a powerful weapon to restrain unconstitutional exercise of power by the legislature and executive. Judiciary has no power over sword or the purse nonetheless it has power to ensure that the aforesaid two main organs of State function within the constitutional limits. It is the sentinel of democracy. Judicial review is a powerful weapon to restrain unconstitutional exercise of power by the legislature and executive. The expanding horizon of judicial review has taken in its fold the concept of social and economic justice. While exercise of powers by the legislature and executive is subject to judicial restraint, the only check on our own exercise of power is the self-imposed discipline of judicial restraint. 18 …….. 19. When a State action is challenged, the function of the court is to examine the action in accordance with law and to determine whether the legislature or the executive has acted within the powers and functions assigned under the Constitution and if not, the court must strike down the action. While doing so the court must remain within its self-imposed limits. The court sits in judgment on the action of a coordinate branch of the Government. While exercising power of judicial review of administrative action, the court is not an Appellate Authority. The Constitution does not permit the court to direct or advise the executive in matters of policy or to sermonize qua any matter which under the Constitution lies within the sphere of legislature or executive, provided these authorities do not transgress their constitutional limits or statutory powers.” 21. After going through the above decisions, this Court is of the opinion that the decisions relied upon by the learned Senior Counsel for respondent No.4 is distinguishable on facts and that the issue before this Court is squarely covered by the decisions relied upon by the learned Senior Counsel for the petitioner and therefore, this writ petition is maintainable. After upholding the maintainability of this writ petition, this Court is required to see whether the action of the respondents is in accordance with the contractual agreement between the parties. 22. Coming to the merits of the case, it is noticed that the reasons given by the respondent No.1 and 2 for cancellation of the allotted factory zone area are the poor performance and not setting up of the processing mill in the factory zone. 22. Coming to the merits of the case, it is noticed that the reasons given by the respondent No.1 and 2 for cancellation of the allotted factory zone area are the poor performance and not setting up of the processing mill in the factory zone. The petitioner was allotted land in Nalgonda, and Suryapet and the petitioner has achieved the target in Nalgonda, but there is a shortfall in reaching the target in Suryapet District only. However, from the targets and achievements under oil palm area expansion programme and the performance of respondent No.4 in other Districts which have been carved out from Nalgonda, i.e., Yadadri-Bhongir is concerned, it is around 16.33% as against 16.38% of the petitioner, but overall performance seems to be 67.89%, whereas the overall performance of the petitioner is only 29.57% and the petitioner’s percentage comes down due to poor performance in Suryapet. It is the duty of the Government to evaluate as to whether the petitioner has been able to perform in the prevailing geographical conditions and the petitioner has explained the reasons for poor performance in Suryapet District. It is not denied by the petitioner also that its performance is below the target and in such circumstances, the State is within its powers to take a decision whether to continue to retain Suryapet under the petitioner or to allot it to some other company. 23. The second reason for cancellation of the allotment is that the petitioner has not set up the processing unit in the Districts of Nalgonda and Suryapet. The petitioner has taken the ground that time is not the essence of the contract and hence cancelling of the allotment of area in Suryapet for not setting up of processing unit cannot be a valid ground. 24. The decisions relied upon by the petitioner on the issue of time being the essence of contract based on conduct of parties and clauses of the contract are as under: (1) M/s. Hind Construction Contractors by its Sole Proprietor Bhikamchand Mulchand Jain (Dead) by Lrs. Vs. State of Maharashtra (1979) 2 SCC 70 (2) Welspun Specialty Solutions Limited Vs. Oil and Natural Gas Corporation Limited , (2022) 2 SCC 382 (3) Arosan Enterprises Ltd. Vs. Union of India and another , (1999) 9 SCC 449 25. Vs. State of Maharashtra (1979) 2 SCC 70 (2) Welspun Specialty Solutions Limited Vs. Oil and Natural Gas Corporation Limited , (2022) 2 SCC 382 (3) Arosan Enterprises Ltd. Vs. Union of India and another , (1999) 9 SCC 449 25. The relevant paragraphs in the case of M/s. Hind Construction Contractors by its Sole Proprietor Bhikamchand Mulchand Jain (Dead) by Lrs. Vs. State of Maharashtra (9 supra) are reproduced as under: “7. The first question that arises for our consideration, therefore, is whether time was of the essence of the contract that was executed between the parties on July 12, 1955 (Ex. 34). It cannot be disputed that question whether or not time was of the essence of the contract would essentially be a question of the intention of the parties to be gathered from the terms of the contract. The contract in the instant case is for the construction of an aqueduct across the Alandi River at Mile 2 of the Nasik Left Bank Canal and unquestionably 12 months' period commencing from the date of the commencement of the work had been specified within which the construction had to be completed by the appellant-plaintiff. Indisputably, in the work order dated July 2, 1955 the Executive Engineer had directed the appellant- plaintiff to commence the work by July 5, 1955 intimating in clear terms that the stipulated date for starting the work would be reckoned from July 5, 1955. Both the trial court as well as the High Court have found that mentioning of July 5, 1955 as the date for starting the work was not nominal but was real date intended to be acted upon by the parties. It is, therefore, clear that 12 months' period mentioned for the completion of the work was to expire on July 4, 1956. The question is whether this period of 12 months so specified in the contract was of the essence of the contract or not? On the one hand, counsel for the appellant-plaintiff contended that the contract being analogous to a building contract the period of 12 months would not ordinarily be of the essence of the contract as the subject-matter thereof was not such as to make completion to time essential, that an agreement to complete it within reasonable time would be implied and that reasonable time for completion would be allowed. On the other hand, counsel for the respondent-defendant contended that time had been expressly made of the essence of the contract and in that behalf reliance was placed upon clause (2) of the “Conditions of Contract” where not only time was stated to be of the essence of the contract on the part of the contractor but even for completion of proportionate works specified periods had been specified and, therefore, the appellant-plaintiff's failure to complete the work within the stipulated period entitled the respondent-defendant to rescind it. In the latest 4th Edn. of Halsbury's Laws of England in regard to building and engineering contracts the statement of law is to be found in Vol. 4, para 1179, which runs thus: “1179. Where time is of the essence of the contract.—The expression time is of the essence means that a breach of the condition as to the time for performance will entitle the innocent party to consider the breach as a repudiation of the contract. Exceptionally, the completion of the work by a specified date may be a condition precedent to the contractor's right to claim payment. The parties may expressly provide that time is of the essence of the contract and where there is power to determine the contract on a failure to complete by the specified date, the stipulation as to time will be fundamental. Other provisions of the contract may, on the construction of the contract, exclude an inference that the completion of the works by a particular date is fundamental: time is not of the essence where a sum is payable for each week that the work remains incomplete after the date fixed, nor where the parties contemplate a postponement of completion. Where time has not been made of the essence of the contract or, by reason of waiver, the time fixed has ceased to be applicable, the employer may by notice fix a reasonable time for the completion of the work and dismiss the contractor on a failure to complete by the date so fixed.” (Emphasis supplied) 8. Where time has not been made of the essence of the contract or, by reason of waiver, the time fixed has ceased to be applicable, the employer may by notice fix a reasonable time for the completion of the work and dismiss the contractor on a failure to complete by the date so fixed.” (Emphasis supplied) 8. It will be clear from the aforesaid statement of law that even where the parties have expressly provided that time is of the essence of the contract such a stipulation will have to be read along with other provisions of the contract and such other provisions may, on construction of the contract, exclude the inference that the completion of the work by a particular date was intended to be fundamental; for instance, if the contract were to include clauses providing for extension of time in certain contingencies or for payment of fine or penalty for every day or week the work undertaken remains unfinished on the expiry of the time provided in the contract such clauses would be construed as rendering ineffective the express provision relating to the time being of the essence of contract. The emphasised portion of the aforesaid statement of law is based on Lamprell v. Billericay Union [(1849) 3 Exch 283, 308], Webb v. Hughes [(1870) LR 10 Eq 281] and Charles Rickards Ltd. v. Oppenheim [(1950) 1 KB 616 : (1950) 1 All ER 420 (CA)] . It is in light of the aforesaid position in law that we will have to consider the several clauses of the contract Ext. 34 in the case. The material clauses in this behalf are clauses 2 and 6 of the “Conditions of Contract” which run as follows: Clause 2. —The time allowed for carrying out the work as entered in the tender shall be strictly observed by the contractor and shall be reckoned from the date on which the order to commence work is given to the contractor. —The time allowed for carrying out the work as entered in the tender shall be strictly observed by the contractor and shall be reckoned from the date on which the order to commence work is given to the contractor. The work shall throughout the stipulated period of the contract be proceeded with, with all due diligence (time being deemed to be of the essence of the contract on the part of the contractor) and the contractor shall pay as compensation an amount equal to one per cent or such smaller amount as the Superintending Engineer (whose decision in writing shall be final) may decide, of the amount of the estimated cost of the whole work as shown by the tender for every day that the work remains uncommenced, or unfinished, after the proper dates. And further to ensure good progress during the execution of the work, the contractor shall be bound in all cases in which the time allowed for any work exceeds one month, to complete. 1/4 of the work in 1/4 of the time 1/2 — do — 1/2 — do— 3/4— do — 3/4— do— Clause 6.— If the contractor shall desire an extension of the time for completion of the work on the ground of his having been unavoidably hindered in its execution or on any other ground, he shall apply in writing to the Executive Engineer before the expiry of the period stipulated in the tender or before expiry of 30 days from the date on which he was hindered as aforesaid or on which the cause for asking for extension occurred, whichever is earlier, and the Executive Engineer, may if in his opinion there are reasonable grounds for granting an extension, grant such extension as he thinks necessary or proper. The decision of the Executive Engineer in this matter shall be final. Two aspects emerge very clearly from the aforesaid two clauses. In the first place under clause 6 power was conferred upon the Executive Engineer to grant extension of time for completion of the work on reasonable grounds on an application being made by the contractor (appellant-plaintiff) in that behalf; in other words, in certain contingencies parties had contemplated that extension of time would be available to the contractor. Such a provision would clearly be inconsistent with parties intending to treat the stipulated period of 12 months in clause 2 as fundamental. Such a provision would clearly be inconsistent with parties intending to treat the stipulated period of 12 months in clause 2 as fundamental. Similarly, in clause 2 itself provision was made for levying and recovering penalty/compensation from the appellant-plaintiff at specified rates during the period the work shall remain unfinished after the expiry of the fixed date. Such provision also excludes the inference that time (12 months period) was intended to be of the essence of the contract. Further with regard to the provision that is to be found in clause 2 whereunder a time schedule for proportionate work had been set out (namely 1/4 of the work in 1/4 of the time, 1/4 of the work in 1/4 of the time and 3/4 of the work in 3/4 of the time), the evidence of the Superintending Engineer, Pandit (DW 1) is very eloquent. In para 13 of his deposition this is what he has stated: In the agreement (Ex. 34) the rate' of work is based on the valuation. One fourth time mentioned means one fourth in 12 months. The suit contract is for Rs 1,07,000. One fourth work means the work of about Rs 27,000 It is not possible to do the work of Rs 27,000 in one fourth time as the days were rainy. This was not reasonable. The witness in para 12 of his deposition has also given the following admission: It is not specifically mentioned in the agreement (Ex. 34), that the suit work was urgent and that it was to be completed within 12 months. In this agreement (Ex. 34) there are the clauses of imposing a penalty and extension of time. 9. Having regard to the aforesaid material on record, particularly the clauses in the agreement pertaining to imposition of penalty and extension of time it seems to us clear that time (12 months period) was never intended by the parties to be of the essence of the contract. Further from the correspondence on the record, particularly, the letter (Ex. 78) by which the contract was rescinded it does appear that the stipulation of 12 months' period was waived, the contractor having been allowed to do some more work after the expiry of the period, albeit at his risk, by making the rescission effective from August 16, 1956. 10. Further from the correspondence on the record, particularly, the letter (Ex. 78) by which the contract was rescinded it does appear that the stipulation of 12 months' period was waived, the contractor having been allowed to do some more work after the expiry of the period, albeit at his risk, by making the rescission effective from August 16, 1956. 10. Once either of the aforesaid conclusions is reached it would be difficult to accept the High Court's finding that the rescission of the contract on the part of the respondent-defendant was proper and justified on the basis that the same was neither shown to be mala fide nor unreasonable. It must be observed that it was never the case of the appellant-plaintiff that the rescission of the contract on the part of the respondent-defendant was mala fide. Counsel for the appellant-plaintiff further pointed out and, in our view, rightly that the five or six factors, namely, (1) the contract having been given at the threshold of monsoon, the period of monsoon (4 months) ought not to have been reckoned, (2) absence of proper road and approach to the work site during the rainy season and a couple of months thereafter (3) unreasonable rejection by the government officers of material brought on the site, which material was later on allowed to be used, (4) difficulty in procuring labour due to malarious climate at the site, (5) delay in issuing quarry permit, and (6) extra time taken for doing extra work that was entrusted ought to have been taken into account — were put forward by the appellant-plaintiff merely for the purpose of showing that the refusal to extend the time by the Superintending Engineer although recommended by the SDO and Executive Engineer was unreasonable and not for showing that the rescission of the contract was unreasonable or unjustified. In our view, the question would not be whether the rescission of the contract was unreasonable and, therefore, unjustified but whether the rescission of the contract in the circumstances of the case was wrongful and illegal. In our view, the question would not be whether the rescission of the contract was unreasonable and, therefore, unjustified but whether the rescission of the contract in the circumstances of the case was wrongful and illegal. If time was not of the essence of the contract or if the stipulation as to the time fixed for completion had, by reason of waiver, ceased to be applicable then the only course open to the respondent-defendant was to fix some time making it the essence and if within the time so fixed the appellant-plaintiff had failed to complete the work the respondent- defendant could have rescinded the contract. The High Court has taken the view that the contract was rightly rescinded by the respondent-defendant because by about July 21, 1956 (vide letter Ext. 74) the appellant-plaintiff had done work of the value of Rs 35,000 as against the tender value of Rs 1,07,000, that is to say, only one-third of the total work had been completed and, therefore, even though time was not of the essence of the contract, the appellant-plaintiff, in the circumstances, could not have completed the work even within the next three months. In our view, this approach adopted by the respondent-defendant and upheld by the High Court is not correct. Long before the expiry of the period of 12 months the appellant- plaintiff had by his letter dated June 6, 1956 (Ex. 68) requested for extension of period of completion up to the end of December, 1956; this request was repeated by another letter dated June 23, 1956 (Ex. 69). Maybe the reasons or grounds on which the request was made may not have appealed to the Superintending Engineer but some reasonable time making it the essence sought to have been granted. In this behalf it may be stated that the SDO by his letter (Ex. 69) had recommended extension up to December 1956 as sought while by his letter dated June 23, 1956 (Ex. 70) addressed to the Superintending Engineer, the Executive Engineer had recommended that extension of time up to October 30, 1956 may be granted to the appellant-plaintiff with clear intimation that if he failed to complete the work by then, the maximum penalty allowable under clause 2, namely, 10% of the cost of the work will be inflicted on him, but the recommendation did not receive approval of the Superintending Engineer. It appears that the appellant-plaintiff had an interview with the Superintending Engineer on August 24, 1956 when a written representation (Ex. 99) was handed over and the whole position was sought to be explained to the Superintending Engineer but within three days of the interview by the letter dated August 27, 1956 (Ex. 78), the contract was rescinded and the full security deposit was forfeited to Government. It will thus appear clear that though time was not of the essence of the contract, the respondent-defendant did not fix any further period making time the essence directing the appellant-plaintiff to complete the work within such period; instead it rescinded the contract straightaway by letter dated August 27, 1956. Such rescission on the part of the respondent-defendant was clearly illegal and wrongful and thereby the respondent-defendant committed a breach of contract, with the result that there could be no forfeiture of the security deposit. In our view, therefore, the trial court was right in coming to the conclusion that the appellant-plaintiff was entitled to a refund of their full security deposit of Rs 4936 as also to Rs 5845 being the balance of their Bill 1253 dated September 20, 1956 for work actually done by them and not paid for and nominal damages of Rs 120. The appellant- plaintiff was also entitled to interest on the aforesaid sums and costs of suit as directed by the trial Court.” 26. The relevant paragraphs in the case of Welspun Specialty Solutions Limited Vs. Oil and Natural Gas Corporation Limited (10 supra) are reproduced as under: “ 32. In order to examine whether the delayed execution of contract by the Remi Metals was liable for compensation, the Tribunal examined whether time was of the essence in the contract. In our considered opinion, “time not being the essence of the contract”, as determined by the Arbitral Tribunal, was beyond reproach. Reliance on the contractual conditions and conduct of parties to conclude that existence of extension clause dilutes time being the essence of the contract, was in accordance with rules of contractual interpretation. 33. In our considered opinion, “time not being the essence of the contract”, as determined by the Arbitral Tribunal, was beyond reproach. Reliance on the contractual conditions and conduct of parties to conclude that existence of extension clause dilutes time being the essence of the contract, was in accordance with rules of contractual interpretation. 33. In this context, the award concludes that as time was not the essence, liquidated damages could not be granted, in the following manner: “Since time was not the essence of the contract, the measure of damages specified under clause liquidated damages, which was the essence of the contract, cannot be regarded as appropriate for determining the loss sustained by ONGC.” (emphasis supplied) 34. …. …. …. …. …. 35. It is now settled that “whether time is of the essence in a contract”, has to be culled out from the reading of the entire contract as well as the surrounding circumstances. Merely having an explicit clause may not be sufficient to make time the essence of the contract. As the contract was spread over a long tenure, the intention of the parties to provide for extensions surely reinforces the fact that timely performance was necessary. The fact that such extensions were granted indicates ONGC's effort to uphold the integrity of the contract instead of repudiating the same.” 27. The relevant paragraphs in the case of Arosan Enterprises Ltd. Vs. Union of India and another (11 supra) are reproduced as under: “13. These presumptions of the High Court in our view are wholly unwarranted in the contextual facts for the reasons detailed below but before so doing it is to be noted that in the event the time is the essence of the contract, question of there being any presumption or presumed extension or presumed acceptance of a renewed date would not arise. The extension if there be any, should and ought to be categorical in nature rather than being vague or on the anvil of presumptions. The extension if there be any, should and ought to be categorical in nature rather than being vague or on the anvil of presumptions. In the event the parties knowingly give a go-by to the stipulation as regards the time — the same may have two several effects: (a) parties name a future specific date for delivery, any (b) parties may also agree to the abandonment of the contract — as regards (a) above, there must be a specific date within which delivery has to be effected and in the event there is no such specific date available in the course of conduct of the parties, then and in that event, the courts are not left with any other conclusion but a finding that the parties themselves by their conduct have given a go-by to the original term of the contract as regards the time being the essence of the contract. Be it recorded that in the event the contract comes within the ambit of Section 55, Contract Act, the remedy is also provided therein. For convenience sake Section 55 reads as below: “55. When a party to a contract promises to do a certain thing at or before a specified time, or certain things at or before specified times, and fails to do any such thing at or before the specified time, the contract, or so much of it as has not been performed, becomes voidable at the option of the promisee, if the intention of the parties was that time should be of the essence of the contract. If it was not the intention of the parties that time should be of the essence of the contract, the contract does not become voidable by the failure to do such thing at or before the specified time; but the promisee is entitled to compensation from the promisor for any loss occasioned to him by such failure. If, in case of a contract voidable on account of the promisor's failure to perform his promise at the time agreed, the promisee accepts performance of such promise at any time other than that agreed, the promisee cannot claim compensation for any loss occasioned by the non-performance of the promise at the time agreed, unless, at the time of such acceptance, he gives notice to the promisor of his intention to do so.” 14. Incidentally the law is well settled on this score on which no further dilation is required in this judgment to the effect that when the contract itself provides for extension of time, the same cannot be termed to be the essence of the contract and default however, in such a case does not make the contract voidable either. It becomes voidable provided the matter in issue can be brought within the ambit of the first para of Section 55 and it is only in that event that the Government would be entitled to claim damages and not otherwise. …. …. …. …. …. 26. If any credence is to be given to the above-noted passage in Halsbury's Laws of England being read with the terms of the contract, we do not find any justification for the Appellate Bench of the High Court to come to a conclusion that in fact time was the essence of the contract, since the condition precedent had not yet taken place and neither the requirement of appointment of surveyor had been complied with. The contract ought to be read with the time clause but subject however to certain other conditions. The essential point is that the seller must be instructed in accordance with the terms of the contract as to the way in which he can perform his duty in terms of the agreement and effect delivery upon the goods being put on board. In the event the port of discharge is not named — can the goods be put on board or can the seller be made responsible for his failure to put the goods on board? The answer cannot but be in the negative. In the contextual facts, the goods were on the high seas and to be diverted to the ports of India, shortly, as such nomination of the port, was an essential requirement, in order to make the seller liable for breach and entitlement of the buyer to claim damages. In this context a passage from Benjamin's Sale of Goods Act (4th Edn.) seems to be rather appropriate. Para 20-040 reads as below: “The essential point is that the seller must be instructed, in accordance with any relevant terms of the contract, as to the way in which he can perform his duty to put the goods on board. In this context a passage from Benjamin's Sale of Goods Act (4th Edn.) seems to be rather appropriate. Para 20-040 reads as below: “The essential point is that the seller must be instructed, in accordance with any relevant terms of the contract, as to the way in which he can perform his duty to put the goods on board. If no shipping instructions are given, or if shipping instructions are not given within the time allowed by the contract, the seller is not liable in damages for non- delivery; and the buyer is liable in damages for non- acceptance.” 27. Mere fixation of a period of delivery or a time in regard thereto does not by itself make the time as the essence of the contract, but the agreement shall have to be considered in its entirety and on proper appreciation of the intent and purport of the clauses incorporated therein. The state of facts and the relevant terms of the agreement ought to be noticed in their proper perspective so as to assess the intent of the parties. The agreement must be read as a whole with corresponding obligations of the parties so as to ascertain the true intent of the parties. In the instant case, as the port of discharge has not been named neither is the surveyor appointed — without whose certificate, question of any payment would not arise — can it still be said that time was the essence of the contract? In our view the answer cannot but be a positive “No”. 28. However, this Court finds that the above decisions do not come to the aid of the petitioner. The MoA clearly stipulates that the petitoenr has to set up the factory within a period of 24 months after entering into the agreement. Clause (5) and (6) clearly provide the time lines for the said process. Though the learned Senior Counsel for the petitioner submitted that subsequent to issuance of show-cause notices, the petitioner has acquired the land and has executed sale deed on 12.03.2025 and has also converted the agricultural land into NALA on 17.04.2025, admittedly, the same was not intimated to the Government prior to issuance of the impugned G.Os. Therefore, the Government was within its powers in cancelling the allotment of Suryapet land. Therefore, the Government was within its powers in cancelling the allotment of Suryapet land. As rightly pointed out by the learned Government Pleader for Cooperation, the petitioner is retaining the factory zone land of Nalgonda, and by setting up of the unit in the land now purchased, it would not be without any purpose or use. Therefore, this Court does not find any merit in the argument of the learned Senior Counsel for the petitioner that the Government is not justified in cancelling the area in Suryapet. 29. The further ground raised by the petitioner is that the agreement does not provide for cancellation of the factory zone for non- setting up of the processing unit and that the petitioner is only required to purchase FFBs from farmers. The relevant clauses of the Memorandum of Agreement dated 15.03.2017 are as under: “5) To establish of Oil Palm Processing Units comprising Oil Mill/Refinery/Fractionation Units of 5 MT/Hr capacity respectively as per the schedule given below. Sl.No. Proposed district for establishing processing unit Name of the Unit/Firm Capacity in MT/Hour Year of Commissioning 1 Nalgonda Ruchi Soya Industries Limited 5 2018-2019 a) The allotted Company should deposit an Earnest Money Deposit of Rs.5.00 Lakhs in favour of Commissioner of Horticulture, Govt of Telangana. b) The allotted Company should establish the processing unit within 24 months after entering into the agreement. The allotted company should bear all the investment at its own cost for purchase of land, setting up of processing unit obtaining other licences etc. The Department of Horticulture will not provide any loans and subsidies for setting up of processing units. 6) To identify and finalise the site for location of the Processing unit within two years from the date of receipt of final order of allotment zones. 7....... 8....... 9...... 10...... 11..... 12.... The Department of Horticulture will not provide any loans and subsidies for setting up of processing units. 6) To identify and finalise the site for location of the Processing unit within two years from the date of receipt of final order of allotment zones. 7....... 8....... 9...... 10...... 11..... 12.... 13) The Occupier of the factory should submit to the Commissioner of Horticulture all the relevant information and documents called by him from time to time to satisfy himself that the Occupier of the factory is taking effective steps for:- (i) Area Expansion (ii) Setting up of Nursery (iii) Setting of Oil Palm Mill (iv) Setting up of Refinery Failure to comply with the information, leads to the conclusion that the Occupier of the factory is violating the terms and conditions of the MOA made with the Commissioner of Horticulture, Telangana and attracts forfeiture of deposit and cancellation of Factory Zone without assigning any reason therefor. 15) The Occupier of the factory zone is responsible for purchase of Fresh Fruit Bunches from the existing plantations in their factory zone as per the rates fixed by the Government of Telangana from time to time. In case any occupier of the factory does not commence processing of oil extraction unit, within the time limit, they are supposed to purchase Fresh Fruit Bunches in that factory zone as per the rates fixed by the Government through their collection centres and arrange processing without suffering the farmers produce i.e., loss in weightage of Fresh Fruit Bunches. They are responsible for arranging collection centres in their respective factory zone and to arrange transportation of Fresh Fruit Bunches from collection centres to nearest processing units at their own costs.” A literal reading of the above Clauses would show that the petitioner is required to set up processing unit within a period of 24 months after entering into the agreement and Clause 13 only provides that the occupier of the factory zone should submit to the Commissioner of Horticulture all relevant information also with regard to setting up of oil palm mill and refinery. This clause does not mean that only documents have to be submitted but it means that the required oil palm mill should be set up and thereafter, required information is to be given to the Commissioner of Horticulture. This clause does not mean that only documents have to be submitted but it means that the required oil palm mill should be set up and thereafter, required information is to be given to the Commissioner of Horticulture. Therefore, this Court is satisfied that the Clause 13 of the agreement also provides for cancellation of the agreement for non-fulfilment of conditions specified in Clauses (5) and (6). Therefore, there is no merit in the Writ Petition. 30. The Writ Petition is accordingly dismissed. No order as to costs. 31. Pending miscellaneous petitions, if any, in this Writ Petition shall stand closed.