Navayuga Machilipatnam Port ... vs State Of Andhra Pradesh
2022 Latest Caselaw 7481 AP

     THE HON'BLE SRI JUSTICE C.PRAVEEN KUMAR

                               AND

     THE HON'BLE SRI JUSTICE A.V. RAVINDRA BABU


                 I.A.Nos.2 to 4 of 2022
                           in
               Writ Appeal No.672 of 2022

COMMON ORDER:-       (per the Hon'ble Sri Justice C. Praveen Kumar)



      Heard Sri Dammalapati Srinivas, learned Senior

Counsel, for the appellant and Sri S. Sriram, learned

Advocate General, appearing for the Respondents/State.

2. Since both the Counsel argued the I.As. at length, we

were forced to delve into the matter in detail. It is made

clear that the observations if any made in the order are

after considering the prima facie case and for deciding

these Interlocutory Applications only.

3. The facts, in issue, are as under:-

(a) The respondent/State of Andhra Pradesh issued

G.O.Ms.No.2 Infrastructure & Investment (Ports-I)

Department, dated 30.01.2008, awarding contract of

developing an all weather deep water Port at

Machilipatnam to a consortium company. A Concession

Agreement was entered into on 21.04.2008. Initially,

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consortium was incorporated in the name of M/s.Vajra Sea

Port Pvt. Limited, as a special purpose vehicle to execute

the Concession Agreement. Later on, a revised Concession

Agreement dated 07.06.2010 was executed whereby the

appellant was to develop, build, own, operate and maintain

the Port at it's own cost and expenses during the

Concession period and transfer the Port to Government of

Andhra Pradesh at the end of the concession period.

(b) Various conditions and clauses came to be

incorporated in the revised Concession Agreement. Since

the appellant failed to take up the project, though nearly

twelve years have elapsed from the date of the original

agreement and for the reasons mentioned therein,

G.O.Ms.No.66 dated 08.08.2019 impugned in Writ Petition

No.12980 of 2019, came to be issued canceling the

Concession Agreement dated 07.06.2010 with immediate

effect in Public interest. The land, which was leased to the

appellant was resumed to the Government with immediate

effect.

4. Vide order dated 25.08.2022, learned Single Judge

dismissed the writ petition. Challenging the same, the

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present Writ Appeal is filed. Along with Writ Appeal,

I.A.Nos.2 and 3 came to be filed while I.A.No.04 of 2022 is

filed on a little later date.

5. Sri Dammalapati Srinivas, learned Senior Counsel for

the appellant mainly submits that as per the terms of the

Concession Agreement, the Government is required to

fulfill certain obligations and only then the appellant shall

fulfill its part. He would submit that one of the conditions

in the agreement was that the Government should

handover the land agreed to be given, free from all

encumbrances and only then the Respondent-Government

can contend that there was non-fulfillment of the

agreement. In the absence of the same, it cannot be said

that there was non-fulfillment of the terms of the

Agreement.

6. Learned Senior Counsel further submitted that the

finding given by the learned Single Judge that the

appellant herein did not enter into the State Support

Agreement with the Government of Andhra Pradesh does

not stand to the test of reasoning given therein. According

to him, as per Clause 3.2.1(b), the appellant company

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submitted a draft State Support Agreement to the

Government of Andhra Pradesh on 07.07.2010 itself along

with a covering letter, a month after the Concession

Agreement, but, the respondents have not shown any

interest in signing the agreement despite innumerable

requests made and the reminders given till April, 2019.

Though, a specific averment to this effect was made in para

33 of the affidavit in the writ petition, there was no reply to

the same in the counter filed by the Government. Having

regard to the fact that the Government has not exercised

the condition of waiver, as stipulated in the agreement and

in the absence of any answer to the averment in the

counter affidavit, with regard to signing the agreement, the

finding of the learned Single Judge that the appellant failed

to enter into an agreement, is incorrect.

7. In so far as non-handing over of entire land is

concerned, learned Senior Counsel would contend that

Clause 3.2.1 specifically contemplates that the rights and

obligations of concessionaire under this agreement are

subject to satisfaction in full, of conditions to be fulfilled on

or before the Financial Closure, as per the Detailed

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Proposal Report, unless any of the condition has been

waived as provided in Clause 3.2.2. He took us through

Clause (b) and (d) of 3.2.1, to contend that merely giving

some land may not satisfy the requirement of the contract.

According to him, the entire extent of land as agreed upon

should be given in one go and the said land should be free

from all encumbrances, failing which would be contrary to

Clause 3.2.1.

8. In so far as the Financial Closure is concerned, the

learned Senior Counsel would contend that unless the

State spells out the State Support Agreement, it is difficult

to get financial support. Learned Senior Counsel referred

to the letter dated 25.04.2012, wherein, the appellant

requested the Government of Andhra Pradesh to extend the

time for Financial Closure and other Major Milestones in

terms of Clause 4.7 of the Revised Concession Agreement.

He took us through the letter dated 25.05.2019, wherein, a

request for finalization of State Support Agreement was

made, but, there was no reply from the State to any of

these letters, and as such, finding fault with the appellant

is unacceptable.

CPK, J & AVRB,J I.A.Nos.2 to 4 of 2022 in W.A.No.672 of 2022

9. Coming to the next issue namely that the authorities

failed to follow the procedure, more particularly, Principles

of natural justice while terminating the Concession

Agreement, learned Senior Counsel took us through Clause

10.10 of the Revised Concession Agreement. Commenting

on the findings of learned Single Judge on this aspect, he

would submit that invoking Section 39 of the Indian

Contract Act, 1872 does not fit in to the facts in issue,

since there was no refusal on the part of the appellant to

perform the contract. However, he would submit that

immediately after the judgment is pronounced by the

learned Single Judge, "Letter of Award" was issued to the

third party. In any event, learned Senior Counsel would

contend that since prima facie case is made out showing

the illegalities committed by the State, and having regard

to the substantial amount spent by the appellant over the

project pleads that it would be just and reasonable to order

Status quo, so that third party rights are not created.

10. Sri S. Sriram, learned Advocate General, appearing

for the respondents, would submit that the project is not

taken up till date, though the agreement was entered in the

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year 2008 itself. He would submit that in the month of

August, 2021, the Government issued G.O.Ms.No.9,

wherein, the Government after careful consideration of the

matter, approved the revised DPR prepared by M/s.RITES,

towards development of Machilipatnam Port under Land

Lord model and accorded administrative sanction to take

up Phase-1 works with total cost of Rs.5155.73 Crores, to

be completed within six months duly, keeping the State

Support as provided in G.O.Ms.No.14, intact.

11. The Letter of Award dated 25.08.2022 issued by

Superintending Engineer (Marine), which is placed on

record along with affidavit by the State, would show that

the bid of M/s.Megha Engineering & Infrastructures

Limited was accepted and the said firm has been awarded

contract for construction of Greenfield Port at

Machilipanam in Krishna District on Engineering,

Procurement & Construction Contract Basis, for an

amount of Rs.3668.83 Crores. A Performance Security in

the form of an unconditional Bank Guarantee for

Rs.36,69,00,000/- was directed to be submitted within 28

days from the date of LoA, and the bank guarantee shall be

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valid by 180 days after the expiry of the Defects

Notification Period, which shall be extended from time to

time as per the Contract. It is also stated that Agreements

are also entered with the Lowest Bidder.

12. Learned Advocate General further submitted that the

Development of Machilipatnam Port in the manner

indicated in G.O.Ms.No.9 dated 17.08.2021 and the

subsequent process initiated for identifying lowest bidder

was in public domain by virtue of Tender that was issued

on 15.03.2022. The petitioner failed to participate in the

said process in spite of knowing the same and as such he

has no locus standi to challenge the Policy decision of the

Government with regard to development of Ports.

13. In so far as the merits of the case learned Advocate

General would contend that as per Clause 3.2.1 the right of

way for the Port Project is free from all encumbrances. The

petitioner cannot postpone the execution of the project on

the ground that entire land was not given at once. He took

us through the meaning of the word 'Port Assets' and 'State

Support Agreement' as defined in Clauses 1.46 and 1.56.

Referring to Clause 3.2.3, he would submit that the

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Concessionaire shall make all reasonable endeavours to

procure the 'satisfaction in full' of the conditions precedent

set out in Clause 3.2.1 and GoAP shall make all reasonable

endeavors to procure fulfillment of the conditions set-forth

in Sub-clauses (a),(b),(c),(e) and (i) of Clause 3.2.1.

14. Referring to Clause 3.2.4, he would contend that, if

the Concessionaire failed to satisfy its obligations under

Clause 3.2.3 on or before the Financial Closure, as per the

Detailed Proposal, the GoAP may notwithstanding anything

to the contrary contained in the Agreement, terminate the

Agreement in accordance with the provisions of Clause 10

without being liable in any manner whatsoever to the

Concessionaire.

15. He also took us through Clause 3.5 to show that the

entire extent of land need not be given in one go. In so far

as State Support Agreement, said to have been submitted

by the petitioner, he would submit that the conditions

mentioned by the petitioner in the said agreement are

inbuilt in the main agreement itself, which is evident if the

same is juxtaposed with the clauses of the agreement. He

also relies upon clause 4.3.1 and clause (c) of 4.3 to

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contend that the condition stipulated therein namely

achieving financial closure and making the finances

available in a timely manner are not achieved. He took us

through the letters written by the petitioner, but, in none of

these letters, there is any reference to Government going

back on executing the State Support Agreement. He also

laid much stress on the letter dated 14.03.2017 addressed

by the petitioner to the Government in refusing to accept

2360.52 Acres of land adjoining the Sea.

16. Coming to the Clause 10.10, learned Advocate

General would contend that the judgment of Hon'ble

Supreme Court held that mere absence of notice prior to

an advance order does not violate the principles of natural

justice unless prejudice is shown on account of non-

issuance of notice prior to an advance order. According to

him, there is a contractual dispute and the needs to be

disputed basing on the terms of the agreement. He took us

through Section 39 of the Indian Contract Act, 1872 in

support of his plea. Having regard to the above and the

events which took place later, he would submit that the

CPK, J & AVRB,J I.A.Nos.2 to 4 of 2022 in W.A.No.672 of 2022

Writ Appeal itself is liable to be dismissed leave alone

granting any interim relief.

17. The point that arises for consideration is whether

the petitioner/appellant is entitled for the interim

relief, as sought for, more particularly in I.A.Nos.2 to

4 of 2022?

18. Along with the Writ Appeal, I.A.No.3 of 2022 came to

be filed, seeking suspension of the order of the learned

Single Judge in W.P.No.12980 of 2019 dated 25.08.2022.

It is to be noted here that when the writ petition itself was

dismissed and the interim order was to restrain the

respondents from finalizing the tenders, which has been

finalized immediately after the judgment is pronounced,

the question of suspending the judgment of learned Single

Judge as sought for in I.A.No.03 of 2022 does not arise and

even if done, nothing useful to the appellant would get

restored, as the interim order passed earlier got merged

with the final order.

19. In so far as the relief claimed in I.A.No.02 of 2022 is

concerned, namely to restrain the respondents from

handing over the Machilipatnam Port to third parties, it is

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to be noted that subsequent to the judgment of the learned

Single Judge, a Letter of Award was issued on 25.08.2022

in favour of the lowest bidder and thereafter agreements

were entered into between the Government of Andhra

Pradesh and the lowest bidder. Therefore, prima facie the

relief of restraining the respondents, from handing over of

the project, as sought for in I.A.No.02 of 2022, also cannot

be granted.

20. Coming to the relief in I.A.No.04 of 2022 namely

suspension of G.O.Ms.No.66 dated 08.08.2019 and

G.O.Ms.No.9 dated 17.08.2021, Sri Dammalapati Srinivas,

learned Senior Counsel, would contend that, it is not

necessary to challenge the constitutional validity of

G.O.Ms.No.9 since the entire case is based on

G.O.Ms.No.66, and as such, the delay in seeking

suspension may not matter much. According to him, if

G.O.Ms.No.66 is quashed, the appellant would be entitled

for the relief claimed.

21. Sri S. Sriram, learned Advocate General, appearing

for the respondents, opposed the same.

CPK, J & AVRB,J I.A.Nos.2 to 4 of 2022 in W.A.No.672 of 2022

22. In so far as suspension of G.O.Ms.No.9 dated

17.08.2021 is concerned, it is to be noted that validity of

the G.O. is not under challenge. Apart from that, though

this G.O.Ms.No.9 was made part of the material papers

filed along with the writ petition, no effort was made to

seek suspension of G.O.Ms.No.9, leave alone challenging

its validity. Though, the said G.O. was in the public

domain, the petitioner herein did not participate in the

Tender process. Explanation, which is now sought to be

given in our view, cannot be accepted. Apart from that as

per the new model of the Port, the total quantity of land

required for the project was reduced to about 830 Acres to

begin with and the value of the project was also reduced by

nearly Rs.700 Crores. Therefore, prima facie the request of

the appellant seeking suspension of the G.O.Ms.No.9

cannot be accepted at this stage.

23. In so far as G.O.Ms.No.66 dated 08.08.2019 is

concerned, it is to be noted that W.P.No.12980 of 2019,

was filed challenging the validity of the G.O.Ms.No.66, and

interim suspension of the said G.O. was sought. But, the

learned Single Judge on appreciation of the material

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available on record found that the balance of convenience

was not in favour of the petitioner, warranting suspension

of the said G.O. Having regard to the above, and as the

writ petition itself came to be dismissed after analyzing

every aspect of the matter, suspending the said G.O. would

not arise.

24. Coming to the argument advanced touching the

merits of the case, the timeline for completion of the project

was expressly provided in Clause 4.3.1 of the Agreement,

which requires the appellant to secure Financial Closure

within twelve (12) months from the commencement date

i.e. the date on which agreement was entered into between

Government of Andhra Pradesh and Concessionaire. It is

also to be noted here that the agreement was entered into

in the year 2008/2010 but till date, the project did not

budge forward, though substantial extent of land was

offered from time to time, which we will refer to a little

later.

25. Before proceeding further, it is also to be noted that

both the parties have agreed to revise the timelines after

grant of extensions, as contemplated in the letter, dated

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10.09.2015, and the conduct of both parties is required to

be tested with reference to the timelines revised there

under. Prima facie it is to be noted here that the

commencement date would be the date of approval of

revised DPR i.e. in the year 2015 and the financial closure

of 12 months from thereon and the completion of the

Agreement would be 36 months from the commencement

date. The same was reduced in G.O.Ms.No.15 dated

12.05.2016. Hence, the conduct of the parties is relevant

for the present purpose, and the findings given therein,

cannot be said to illegal or incorrect.

26. It would be appropriate to refer Clause 3.2.1 (b) of the

Revised Concession Agreement which reads as under:-

3.2.1 (b) : the concessionaire shall been granted the following in connection with the project including:

(i) right of way for the Port Project free from all encumbrances, and;

(ii) permission/licence to enter upon and utilize the area within the port boundaries for the construction pursuant to and in accordance with this agreement.

A reading of the same would prima facie indicate that there

was no condition precedent, for the Government to

handover the entire extent of land to the petitioner in one

CPK, J & AVRB,J I.A.Nos.2 to 4 of 2022 in W.A.No.672 of 2022

go. It only prima facie show that the Concessionaire shall

be granted right of way for the Port Project free from all

encumbrances. The word 'Project or Port Project' is limited

to areas inside the defined Port boundaries and, includes

but it is not limited to, the construction, provision of

facilities etc. as defined in Clause 1.48. Therefore, the

conditions precedent for providing land is the way to the

Port Project should be free from all encumbrances, which is

said to have been complied with.

27. It is also to be noted that initially the Government

agreed to handover, land to extent of 6262 Acres, but,

subsequently, the extent of land was reduced to 4800

Acres as per G.O.Ms.No.15 dated 12.05.2016. Prima facie,

nowhere, in the initial agreement or in the subsequent

G.O., it is mentioned that the entire extent of land will be

handed over in a single spell. But, when the Government

vide letter dated 10.03.2017 offered the petitioner to take

over the land to an extent of 2360.52 Acres for

development of Port, the appellant rejected the said

proposal of the Government vide reply dated 14.03.2017,

wherein, he requested the Government to hand over the

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entire extent of land of 5324 Acres free from all

encumbrances.

28. The appellant herein seeks to interpret the said

clause in the agreement as qualified refusal on account of

the encroachments, found in certain extents. It is no

doubt true that in some of the communications, there is a

reference to some encroachments here and there, but the

contents of letter dated 14.03.2017, signifies its refusal to

accept the land without being given the possession of the

entire extent of land, as agreed i.e. 5324 Acres, with

provision of external infrastructure etc. Prima facie in our

view and as observed by the learned Single Judge, this was

never a condition precedent in the agreement.

29. At this stage, it would be appropriate to refer to

Clause 3.5 of the Agreement, which prima facie states that

the entire extent of land as required to be handed over to

the appellant would be during the concession period,

which would extend over a period of thirty [30] years.

Since the said terms of the conditions have not challenged,

the argument of the learned Senior Counsel that the

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project could not be take up as the entire land was not

given, cannot be accepted at this stage.

30. In so far as the Clauses 3.2.3 and 3.2.4 are

concerned - 3.2.3 obligates the Concessionaire to make all

reasonable endeavor to procure the satisfaction in full of

the conditions specified in Clause 3.2.1 [a, b, c, e & l].

Clause 3.2.4 contemplates that if the Concessionaire fails

to fulfill the obligations in 3.2.3 on or before Financial

Closure, the respondents can terminate the Contract in

accordance with Clause 10.10 and vice versa, meaning

thereby, the appellant is responsible for satisfaction of

some conditions, while the respondents have to satisfy the

same. Prima facie the said Clause would show that the

first respondent herein shall fulfill clauses a, b, c, e and l of

Clause 3.2.1 while the appellant shall satisfy Clause 'd' of

Clause 3.2.1 which deals with State Support Agreement.

31. As observed earlier and as held by the learned Single

Judge that it is Concessionaire who should satisfy Clause

(d) and non-satisfaction of the same, prima facie in our

view may not be a ground to refuse commencement of

work. Clause 3.2.4 empowers the respondent to terminate

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the contract if Clause 3.2.1 (d) has not been complied with.

It is also to be noticed that the correspondence relied upon

to show that Clause 3.2.1 (d) was acted upon, was prior to

G.O.Ms.No.15 dated 12.05.2016. The said correspondence

relied upon, prima facie, may not help the case of the

appellant, in view of the revised timeline in the letter dated

10.09.2015, which was approved in G.O.Ms.No.15.

32. As stated earlier, the State on its part, communicated

to the appellant, its readiness to handover land

admeasuring 2360.52 acres of land and 519 acres of

assigned land vide its letter dated 10.03.2017 which was

rejected vide letter dated 14.03.2017. The argument of

learned Senior Counsel that since the entire land was not

handed over under the agreement, they could not secure

Financial Closure for want of entire extent of land to be

mortgaged in Clause 3.6 and for that reason the appellant

did not accept 2800 acres of land offered in the year 2017

cannot be accepted. In fact Clause 3.5 as referred to

earlier explains the situation.

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33. In the letters dated 08.04.2019 and 09.04.2019,

addressed by the petitioner to the Principal Secretary,

Investment (Ports) Department, it has been mentioned that

the preliminary construction activities for the development

of the Port has commenced at the site. It is also mentioned

that the acquisition of land for development of Port is fast

progressing through MUDA. That being the position, prima

facie, we feel that there is no reason why the petitioner

failed to go ahead the Project with the land made available

and as to why he refused to take the land offered in the

year 2017. In the said letter, the request was for

exemption of payment of seigniorage fees. But, strangely in

the letter dated 25.05.2019, it has been mentioned that the

construction activities of Port development are expected to

commence very soon and hence a request is made that

lease of land free from encumbrances with right of way,

conclusion of State Support Agreement etc. be expedited by

the GoAP. Both these letters, prima facie in our view run

contra to each other.

34. Therefore, from the total analysis of the facts, prima

facie it appears that the writ petitioner disabled himself

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from performing, that it could not proceed with Financial

Closure on account of any of its obligation of non-

conclusion of State Support Agreement, is clearly

untenable, more particularly, when it was its obligations to

secure the same as per Clause 3.2.1 (d). It also appears

from record that the writ appellant started imposing new

conditions for starting the ground work, which is evident

from the letter, dated 14.03.2017 and the correspondence

thereafter. In that view of the matter, it cannot, prima

facie, be said that the Government did not cooperate for

executing the State Support Agreement. The fact of the

matter, prima facie appears to be that even after issuance

of G.O.Ms.No.15, the appellant started imposing new

conditions.

35. The learned Senior Counsel appearing for the

appellant laid much stress on the word 'in full satisfaction'

as expressed in Clause 3.2.1 in so far as issuance of State

Support Agreement by the State and in view of the

admitted default by the State in this regard. But, having

regard to the finding given above and the findings of the

learned Single Judge, while referring the Clauses 3.2.3 and

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3.2.4 wherein it is found that the obligation of the

Concessionaire was to secure State Support Agreement;

the consequences of the default as agreed under the

agreement; coupled with the conduct of the appellant

would show that such a plea is untenable.

36. Clause 10.10 of the Concession Agreement, deals

with Termination of the Agreement. After referring to host

of judgments and the common law principle, in England,

coupled with the judgment of Hon'ble Supreme Court in

Air India Limited vs. GATI Limited1, it was held that in

case of a repudiatory breach of contract, it would be open

to the injured party, under Section 39 of the Indian

Contract Act, 1872, to simply accept the repudiation by the

offending party and in such cases, the procedure set out in

the contract need not be followed. Prima facie, we find no

reason to disagree with the view expressed by the learned

Single Judge.

37. Therefore, in view of the judgment of the Hon'ble

Supreme Court in Raunaq International Limited vs.

1 2015 SCC Online Del 10220

CPK, J & AVRB,J I.A.Nos.2 to 4 of 2022 in W.A.No.672 of 2022

I.V.R. Construction Limited and others2, the events

subsequent to the disposal of the writ petition; including

finalization of the tender for the Greenfield Area Port on

EPC basis, issuance of Letter of Award; entering into

agreement with lowest bidder; no challenge to G.O.Ms.No.9

and having regard to the requests made in Interlocutory

Applications, which could not be granted at this stage and

the order of the learned Single Judge, which cannot be said

to be perverse, we feel that it is in-equitable to grant Status

quo, as sought for by the appellant, more so when the

balance of convenience is not in favour of the petitioner.

For the aforesaid reasons, we find no grounds to grant the

interim relief including an order of status quo, as sought for

by the petitioner/appellant.

38. Accordingly, I.A.Nos.2 to 4 of 2022, are dismissed.

There shall be no order as to costs.

_______________________________ JUSTICE C.PRAVEEN KUMAR

_________________________________ JUSTICE A.V. RAVINDRA BABU Date:29.09.2022 MS

2 (1999) 1 SCC 492

CPK, J & AVRB,J I.A.Nos.2 to 4 of 2022 in W.A.No.672 of 2022

THE HON'BLE SRI JUSTICE C.PRAVEEN KUMAR

AND

THE HON'BLE SRI JUSTICE A.V. RAVINDRA BABU

I.A.Nos.2 to 4 of 2022 in Writ Appeal No.672 of 2022 (per the Hon'ble Sri Justice C. Praveen Kumar) Date:29.09.2022

MS