Vinod Kumar Gupta, J. - (1.) This appeal at the instance of Messrs Engineers India Ltd., a Government of India undertaking and a company incorporated under the provisions of the Companies Act being appellant No. 1 and Messrs Indian Corporation Ltd., a company incorporated under the provisions of the Companies Act being appellant No. 2 and Cross Objection on behalf of writ petitioner respondent No. 1 Messrs D. Wren International Ltd., a company incorporated under the provisions of the Companies Act before us are directed against the judgment dated 28th March, 1996, passed by a learned Single Judge of this Court in Writ Application No. 1876 of 1995.
(2.) The learned Single Judge was of the view that a concluded contract having come into being between the appellants and the respondents, the writ petitioners respondents were entitled to an opportunity of hearing before the concluded contract was revoked by the appellants and as such he by the impugned judgment set aside the order dated 10.8.1995 and 8.10.1995 respectively. Thus aggrieved respondents appellants have come up in appeal. The Writ petitioner-respondents have preferred Cross Objection as they are allegedly aggrieved against the refusal on the part of the learned Single Judge in awarding the contract to them as a consequence of quashing and setting aside of the orders impugned in the writ application.
(3.) The brief facts giving rise to the filing of the writ application are these: On 14th September 1994 M/s. Engineers India Ltd. appellant No. 1 floated a request for quotation whereby bids were invited for the supply of loading Arms (Rail Wagons) for the Project "Panipat Marketing Terminal". The persons to whom such quotation for request was floated were asked to send their agreed terms and conditions. The last date for receipt of the quotations was fixed as 27th October, 1994. General Purchase Conditions (Indigenous) also accompanied the request for quotation. The writ petitioner M/s. D. Wren International Ltd. was one of such parties which had responded to the aforesaid request for quotation and had, accordingly, submitted the documents for favour of acceptance of its bid for supply of the loading arms. It also offered technical specifications in terms of the requests. The writ petitioner, along with other parties, submitted technical commercial bid and the price bid on 24.10.94. Thereafter various developments took place from time to time between the appellants and the parties who had offered their technical and commercial bids, taking the course of the contract from one stage to another involving the revision of terms of purchase,including the so- called freezing of technical para meters by the appellants. The negotiations were also conducted by the appellants with various parties who had submitted their bids. Ultimately, vide a communication issued on 5th August, 1995 which was, in fact, sent through a fax message and which is popularly been referred to by the parties as the "fax of acceptance", the offer submitted by the writ petitioner on consortium basis on 24.7.95 was accepted by the appellants and the appellants, through the medium of the aforesaid "fax of acceptance" dated 5th August, 1995 issued a firm order on the writ petitioners along with M/s. O.P.W. Engineering System on consortium basis for supply of white oil loading arms, 840 in number (including commissioning spares) for a total cost of Rs. 5,70,06,180/-on F.O.T. site basis on the terms and conditions contained in the said "fax of acceptance". The terms and conditions, inter alia, provided that the purchase order would be jointly signed and accepted by the seller, i.e. the writ petitioners, and the writ petitioners will furnish contract performance bank guarantee equivalent to the 10 % of the order value, valid till guarantee period of the equipment. This bank guarantee was to be submitted prior to the issue of purchase order. It was also provided in the terms and conditions of the fax of acceptance that the general purchase conditions and other conditions attached with the enquiry documents were to be totally accepted by the writ petitioners without any deviation whatsoever. The writ petitioners in the concluding part of the fax of acceptance were asked to acknowledge the receipt of the fax and confirm acceptance. It was also mentioned that regular purchase order would follow. On 5.8.95 itself the writ petitioners recorded and enforced at the bottom of the fax of acceptance, their acceptance of the aforesaid offer as made by the appellants by making the following enforcement thereupon:- "Vendor's Acceptance : We accept the above fax of acceptance in its entirety. Civil Procedure Code will be furnished on RIL's proforma within 10 days. Sd/ M/s. D. Wren International Ltd." However, on 10th August, 1995 i.e. just about five days after the communication of the aforesaid fax of acceptance, the appellants intimated to the writ petitioners/respondents that they should hold action on the fax of acceptance dated 5th August 1995 till they would hear further from the appellants. It is worthwhile to re-produce the fax Message dated 30th August, 1995 which is as follows : "Fax No. 033-248-0616 -Attn: Mr. Sidharta Ghose Ref our fax of acceptance No.3412/163 dated 5.8.1995 for loading arms (Rail Wagon) 840 Nos. for white oil for Panipat Marketing Terminals. Please hold action on fax of acceptance till you hear from us. Inconvenience is regretted. S.D.Kapoor/Eng. India (S.C. Kapoor) Dy. General Manager (Purchase) Job No. 3412 Date : 10.8.1995. M/s. D. Wren International Ltd. Wardley House, 3rd Floor, 25, Shallow Lane, Calcutta- 700 001. P.S. Please confirm receipt of this fax". It was on 8th October, 1995 finally that the appellants sent a telegram by fax to the respondents/writ petitioners whereby they were informed that due to Techno Administrative Reasons it had been decided to re-issue the enquiry/tender for the subject contract work along with other bidders. Accordingly, the fax of aceptance dated 5.8.95 was to be treated as cancelled. Since this is the order which was ultimately impugned in the writ application filed by the respondents/writ petitioners, it is worthwhile to reproduce its text which reads as under : "Attn. Mr. Sidharth Ghose subject 840 Nos. Loading Arms for White oil. For IOCLS Panipat Marketing Terminal EIL Job No.3412 reference fax. DF acceptance No. 3412/163 dated 5.8.95 against EIL Rfo No. 8412-00-Vz-4030/009 dated 14.9.94 and our further fax dated 10.8.95 advising hold action on above referred fax of acceptance we hereby advise you that due to Techno Administrative reasons it has been decided to re-issue the enquiry/tender for the subject along with other bidders. Therefore, fax of acceptance No. 3412/163 dated 5.8.95 is to be treated as cancelled. While the inconvenience is regretted. We certainly look forward to your active participation in the bid. S.C. Kapoor/Eng. India for and on behalf of Indian Oil Corporation Ltd. by its Constituted Attorney." Indian Oil Corporation is setting up a Refinery at Panipat in the State of Haryana for production and refining of petroleum products. It is stated to be project of high national importance and for effective marketing and distribution it was thought necessary to build a Terminal near the Panipat Refinery to receive, store and distribute such pertoleum products by road and rail tankers. For loading facilities by rail, the project envisaged an automated system with the help of loading arms which are made on metallic flexible conduit used for transfer of petroleum products from pressurised piping to Rail Wagons.;