Grew Energy Private Limited vs Ntpc Renewable Energy Limited
- Court
- Delhi High Court
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Judgment reserved on: 15.06.2026
Judgment delivered on: 22.06.2026
+ W.P.(C) 8148/2026, CM APPL. 38790/2026 & CM APPL.
38791/2026
GREW ENERGY PRIVATE LIMITED .....Petitioner
Versus
NTPC RENEWABLE ENERGY LIMITED .....Respondent
Advocates who appeared in this case
For the Petitioner : Mr. Sandeep Sethi, Senior Advocate
along with Mr. Krisna Gambhir, Ms.
Shreya Sethi, Mr. Monark Gahlot,
Mr. Raunak Dhillion, Mr. Nihaad
Dewan, Ms. Priyal Shah, Mr.
Himanshu Bhargava & Mr. Parthiv
Gandhi, Advocates.
For the Respondent : Mr. Rajesh Gupta & Mr. Harpreet
Singh, Advocates.
CORAM:
HON'BLE MR. JUSTICE TEJAS KARIA
HON'BLE MS. JUSTICE MADHU JAIN
JUDGMENT
TEJAS KARIA, J
1. The present writ petition has been instituted by the Petitioner under
Article 226 of the Constitution of India, 1950 (“ Constitution ”), seeking
quashing of the letter dated 08.04.2026 (“ Termination Notice ”), the notice
inviting tender dated 10.04.2026 (“ Retender Notice ”) for supply of Solar
Photovoltaic Modules (“ Solar PV Modules ”) for the 1000 MW Solar Park
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Signed By:NEELAM
SHARMA
Signing Date:22.06.2026
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Project, and the suspension order dated 01.06.2026 (“ Suspension Order ”),
issued by the Respondent.
FACTUAL BACKGROUND:
2. The Petitioner is a company incorporated under the Companies Act,
2013 and is engaged, inter alia , in the manufacture of Solar PV Modules,
and in the sale of Solar PV products, wafers and ingots.
3. The Respondent is a Government of India enterprise functioning
under the administrative control of the Ministry of Power.
4. On 02.01.2019, the Ministry of New and Renewable Energy
(“ MNRE ”) enlisted eligible models and manufacturers of Solar PV Cells
and Solar PV Modules compliant with the Bureau of Indian Standards
(“ BIS ”) and published the same in the Approved List of Models and
Manufacturers (“ ALMM ”).
5. MNRE further issued an office memorandum dated 02.01.2019
(“ ALMM Order ”), stipulating that only such models and manufacturers as
were included in the ALMM would be eligible for use in Government and
Government-assisted projects under Government schemes and programmes.
The ALMM Order comprised two lists, namely List I for Solar PV Modules
(“ List I ”) and List II for Solar PV Cells (“ List II ”). The effective date for
implementation of List I and List II (“ ALMM Lists ”) was fixed as
31.03.2020.
6. The MNRE, vide office memorandum dated 29.03.2024, clarified that
the ALMM Order would come into effect for List I from 01.04.2024.
Thereafter, vide List II order dated 09.12.2024, the MNRE proposed to
release List II, which was to become effective from 01.06.2026.
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Signed By:NEELAM
SHARMA
Signing Date:22.06.2026
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7. The MNRE, vide office memorandum dated 28.07.2025, extended the
exemption from compliance with List II to projects where the last date for
submission of bids was “ on or before the cut-off date ”, and defined the cut-
off date as the date falling exactly one month after publication of List II.
Upon publication of List II by the MNRE vide office memorandum dated
31.07.2025, 31.08.2025 was fixed as the cut-off date for implementation of
List II compliance.
8. On 31.07.2025, the Respondent issued an Invitation for Bids (“ IFB ”)
inviting bids through domestic competitive bidding for “ Supply of Solar PV
Modules for 1000 MW Solar PV Projects in Lalitpur and Chitrakoot in U.P. ”
(“ Package ”). The Package contemplated contracts for supply and
transportation of Solar PV Modules for three blocks, namely Lalitpur I,
Lalitpur II and Chitrakoot I (“ Projects ”).
9. On 20.08.2025, the Petitioner submitted its Techno-Commercial Bid
(Envelope I) and Price Bid (Envelope II). The Respondent, vide e-mail dated
03.11.2025, intimated that the Petitioner had been found eligible to
participate in the e-Reverse Auction Process for the Package. Pursuant
thereto, the Petitioner participated in the said process.
10. On 07.11.2025, the Petitioner issued a letter accepting to match the L1
bid price for the Package. The Respondent, vide letter dated 15.12.2025,
requested the Petitioner to extend the validity of its bid. The Petitioner
responded vide letter dated 16.12.2025 and extended the bid validity by a
further period of 30 days.
11. The Respondent, vide six Notifications of Award (“ NOAs ”) issued on
24.12.2025, awarded the Projects to the Petitioner. By letter dated
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SHARMA
Signing Date:22.06.2026
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29.12.2025, the Petitioner conveyed its acceptance of the NOAs to the
Respondent. On 02.01.2026 and 03.01.2026, the Petitioner sent e-mails to
the Respondent sharing the draft formal contract agreement. The
Respondent, vide e-mail dated 16.01.2026, proposed 19.01.2026 as the date
for execution of the contract agreement.
12. By e-mail dated 18.01.2026 addressed to the Respondent, the
Petitioner stated that its authorised signatory was unavailable on 19.01.2026
and requested that the date for execution of the contract agreement be
rescheduled to a mutually convenient date. Thereafter, vide e-mail dated
22.01.2026, the Petitioner sought a further extension of two weeks for
execution of the contract agreement and submission of the Contract
Performance Guarantee (“ CPG ”) on the same ground. Vide communication
dated 28.01.2026, the Petitioner informed the Respondent that, owing to the
non-availability of its Directors in India, it was unable to proceed with
execution of the contract agreement and submission of the CPG.
13. On 16.02.2026, the Respondent issued a notice of contractor’s default
dated 16.02.2026 (“ Default Notice ”), calling upon the Petitioner to execute
the formal contract agreement and submit the CPG within 30 days of
issuance of the Default Notice. The Petitioner, vide letter dated 16.03.2026
(“ Default Notice Response ”), extended the bid security until 31.05.2026
and stated that it was unable to execute the contract agreement and submit
the CPG owing to the unavailability of its authorised signatories.
14. The Procurement Policy Division, Department of Expenditure,
Ministry of Finance, issued an office memorandum dated 29.04.2026
(“ Force Majeure OM ”), notifying that the ongoing West-Asian conflict was
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SHARMA
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to be treated as war, thereby permitting invocation of the force majeure
clause.
15. The Respondent, vide the Termination Notice, terminated the Projects
awarded to the Petitioner and declared the Petitioner ineligible to participate
in the retendering of the Package. On 09.04.2026, the Respondent encashed
the bid security furnished by the Petitioner in terms of Clause 24(c) of the
General Purchase Conditions (“ GPC ”).
16. On 10.04.2026, the Respondent issued the Retender Notice inviting
fresh bids for the Package. The Petitioner, vide letter dated 02.05.2026
(“ Termination Notice Response ”), challenged the Termination Notice.
17. MNRE, vide office memorandum dated 25.05.2026 (“ List II
Exemption OM ”), declined to grant a blanket extension of the deadline for
List II compliance and carved out specific categories under which
exemption from List II could be availed. The Respondent, vide
communication dated 15.08.2025, invited bids for supply of Solar PV
Modules at Khavda RE Park, Kutch, Gujarat (“ Khavda IFB ”). Thereafter,
after terminating the communication dated 15.08.2025, the Respondent
issued communication dated 08.05.2026 inviting fresh bids for the Khavda
IFB (“ Khavda Retender Notice ”). On 01.06.2026, the Respondent issued
the Suspension Order under Clause 6.1(b) read with Clause 6.3.3 of the
Policy for Debarment from Business Dealings (“ Debarment Policy ”).
18. It is the case of the Petitioner that the Termination Notice was
erroneously issued by resorting to Clauses 42.0 and 43.0 of the GPC, despite
Clause 24(c) of the GPC and Clause 34.0 of the Special Purchase Conditions
(“ SPC ”) specifically providing for annulment of the NOAs as the
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Signed By:NEELAM
SHARMA
Signing Date:22.06.2026
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consequence of non-execution of the contract agreement and non-
submission of the CPG. It is further contended that the Retender Notice is
contrary to the List II Exemption OM, and that the Suspension Order was
issued without issuance of a show cause notice or affording any opportunity
of hearing. On these grounds, the Petitioner seeks setting aside of the
Termination Notice, the Retender Notice and the Suspension Order.
SUBMISSIONS ON BEHALF OF THE PETITIONER:
19. The learned Senior Counsel for the Petitioner made the following
submissions:
19.1. In terms of Clause 17 of the Instructions to Bidders (“ ITB ”),
the Petitioner’s bid for the Projects, formulated on the basis of
the market conditions prevailing in August 2025, was valid for
a period of 120 days, i.e., until 19.12.2025.
19.2. The e-mails dated 18.01.2026, 22.01.2026 and 28.01.2026
demonstrate the bona fides of the Petitioner, which had duly
informed the Respondent that it was in the process of extending
the validity of the bid security in order to protect the
commercial interests of both parties.
19.3. Article 3.1 of the draft contract agreement proposed by the
Respondent contemplated a period of two months from the date
of the NOAs for completion of pre-execution formalities,
including execution of the contract agreement and submission
of the CPG. The said period of two months was to expire only
on 24.02.2026. Accordingly, the Default Notice was issued
before expiry of the contractual window available for
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Signed By:NEELAM
SHARMA
Signing Date:22.06.2026
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completing the pre-execution formalities and was, therefore,
premature.
19.4. By way of the Default Notice Response, the Petitioner had
apprised the Respondent of a force majeure event arising from
disruption of supply chains and a manifold increase in the
prices of raw materials required for manufacture of Solar PV
Modules, owing to the West-Asian conflict. The said event was
stated to be unforeseeable at the time of bid submission and
beyond the control of the Petitioner.
19.5. The Respondent failed to consider the force majeure event
specifically highlighted by the Petitioner in the Default Notice
Response. According to the Petitioner, deterioration of the
supply chain for Solar PV Cells and the exorbitant increase in
the price of silver on account of the West-Asian conflict
constituted a fit case for invocation of force majeure , as
recognised in the Force Majeure OM and the List II Exemption
OM.
19.6. The Default Notice Response had also pointed out that the
Respondent’s reliance on Clauses 42.0 and 43.0 of the GPC
was misplaced, since the bidding documents provided a specific
remedy, namely annulment of the NOAs under Clause 34.0 of
the SPC, in the event of default in signing the contract
agreement and/or submitting the CPG.
19.7. The Respondent could not have terminated the NOAs by
invoking Clause 42.0 of the GPC, particularly when the law
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Signed By:NEELAM
SHARMA
Signing Date:22.06.2026
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recognises that a specific remedy prescribed for a specific
default prevails to the exclusion of a general remedy under the
contract. Clause 24(c) of the GPC and Clause 34.0 of the SPC
provide for annulment of the NOAs as the consequence of non-
signing of the contract agreement and non-submission of the
CPG. Further, Clause 45.0 of the SPC stipulates that the SPC
shall prevail over the GPC.
19.8. Having encashed the bid security under Clause 24(c) of the
GPC, which was the sole and specific remedy prescribed for the
alleged default and which resulted in annulment of the NOAs,
the Respondent could not thereafter impose a separate and
inconsistent remedy of risk purchase under Clause 43.0 of the
GPC for the same default.
19.9. Clause 43.0 of the GPC applies only to failures occurring at the
supply stage. At the time of issuance of the Termination Notice,
no material had been tendered for delivery, no scheduled
delivery period had expired, and no modules had been supplied,
rejected or found deficient. Clause 43.0 of the GPC also
contemplates forfeiture of the CPG. In the present case, no CPG
was ever submitted by the Petitioner, the same being a supply-
stage security furnished only after execution of the formal
contract agreement. What existed was only the bid
security/EMD, which was a pre-execution security. Therefore,
forfeiture of the CPG, as contemplated under Clause 43.0 of the
GPC, could not have arisen. The Termination Notice was,
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Signed By:NEELAM
SHARMA
Signing Date:22.06.2026
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accordingly, submitted to be contrary to the contractual
framework and barred by the doctrine of election.
19.10. Clause 5.6 of the Debarment Policy provides a mechanism for
suspension, and not outright termination at risk and cost, in
cases where an agency fails to sign the contract agreement or
fails to submit acceptable performance security.
19.11. In view of the prevailing market conditions, the Respondent
had terminated the Khavda IFB and issued the Khavda
Retender Notice requiring compliance with the ALMM Lists. It
was submitted that, in order to sustain a risk purchase claim, the
retender ought to be issued on substantially similar conditions.
Notwithstanding the same, the Retender Notice was issued
requiring compliance only with List I, allegedly with a mala
fide intent to saddle the Petitioner with risk purchase liability.
19.12. The List II Exemption OM prescribes the following criteria
concerning the status of Solar PV Modules for availing
exemption from List II compliance:
i. 100% of the Solar PV Modules required for the project
have been installed on the project site prior to
01.06.2026; or
ii. 100% of all Solar PV Modules required for the project
have arrived at the project site prior to 25.05.2026; or
iii. More than 50% of all Solar PV Modules required for the
project have been installed at the project site prior to
01.06. 2026.
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Signature Not Verified
Signed By:NEELAM
SHARMA
Signing Date:22.06.2026
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19.13. The Respondent did not satisfy any of the criteria under the List
II Exemption OM for claiming exemption from List II
compliance. Issuing IFBs for similar packages on materially
different conditions was, therefore, arbitrary and violative of
Article 14 of the Constitution.
19.14. The Suspension Order was issued without affording the
Petitioner a reasonable opportunity of hearing, in violation of
the principles of natural justice. Clause 2.2 of the Debarment
Policy equates ‘withholding’, ‘suspension’ and ‘banning’ with
debarment, and Rule 151(iv) of the General Financial Rules,
2017 requires a reasonable opportunity to represent before
debarment.
19.15. The Manual of Procurement of Goods, 2024 treats debarment
as a quasi-judicial process requiring adherence to natural
justice. No such opportunity was granted to the Petitioner; the
Suspension Order was issued unilaterally and deprived the
Petitioner of participation in the retender process.
19.16. The Suspension Order, which bars the Petitioner from future
tenders of NTPC Limited, its subsidiaries and joint ventures for
six months, entails serious civil and commercial consequences,
including disclosure-related prejudice in future procurement
processes.
19.17. Clause 5.3 of the Debarment Policy mandates issuance of a
legally vetted show cause notice, grant of 15 days to respond,
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Signed By:NEELAM
SHARMA
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and an opportunity of oral hearing before the Standing
Committee. None of these safeguards were followed.
19.18. Reliance was placed on M/s Techno Prints v. Chhattisgarh
Textbook Corporation & Anr. , Neutral Citation: 2025 INSC
236; Blue Dreamz Advertising Private Limited v. Kolkata
Municipal and Others , (2024) 15 SCC 264; and Gorkha
Securities Services v. Government (NCT of Delhi) and Others ,
(2014) 9 SCC 105, to submit that blacklisting or debarment
requires prior compliance with natural justice, reasoned
decision-making, and absence of arbitrariness or discrimination.
19.19. Mere delay or non-execution, without more, cannot justify
blacklisting or suspension. The Respondent ignored the
documented force majeure circumstances, the Force Majeure
OM, the List II Exemption OM, and the Petitioner’s responses
before issuing the Suspension Order.
19.20. The Respondent’s actions were, therefore, manifestly arbitrary,
discriminatory and violative of Article 14 of the Constitution.
SUBMISSIONS ON BEHALF OF THE RESPONDENT:
20. The learned Counsel for the Respondent made the following
submissions:
20.1. Upon issuance of the NOAs, the Petitioner was repeatedly
called upon to execute the formal contract agreement. The
Petitioner, however, failed to do so, initially citing the non-
availability of its authorised representatives and subsequently
raising a plea of adverse market conditions in the Default
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Signed By:NEELAM
SHARMA
Signing Date:22.06.2026
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Notice Response. The relevant extract from the Default Notice
Response is reproduced hereinbelow:
“ 4. It is pertinent to highlight that proceeding with supply
of SPV Cells at the prices quoted in August 2025, would
result in substantial financial losses for us on account of
reasons beyond our control. Further, unless the market
conditions improve, proceeding at the rates of August
2025 would defeat the commercial objective of the entire
contractual framework and would be severely detrimental
to us.
5. … We are genuinely attempting to comply with our
obligations under the NOAs. It is however imperative to
acknowledge that the prevailing market conditions present
a material challenge to our ability to do so at the
contracted price. In addition to the input cost pressures
described above, the ongoing armed conflict involving
Israel, Iran and the United States of America in the Gulf
region has caused severe disruption to international
shipping and logistics corridors, resulting in significantly
reduced availability of commercial vessels and cargo
aircraft and a corresponding increase in costs.
6. These compounding factors, i.e., the increase in raw
material and SPV cell prices on one hand, and
deterioration of global supply chains on the other, are
entirely beyond our control. These factors were
unforeseeable at the time of bid submission and have
together materially hampered our ability towards contract
execution and commencement of supply within the
originally contemplated timelines. A further period of time
would give us an opportunity to resolve that challenge
internally and mobilize towards commencement of supply.
Accordingly, we respectfully request you grant a further
extension of 6 (six) months from the date of this letter
within which we will make every effort to enter and
execute the Contract Agreement, submit the CPG and
commence supply of modules subject to the market
conditions described above. ”
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Signature Not Verified
Signed By:NEELAM
SHARMA
Signing Date:22.06.2026
15:01:00
20.2. The plea regarding escalation in silver prices, raised only at a
subsequent stage demonstrate the Petitioner’s mala fide attempt
to avoid its contractual obligations on account of adverse
market conditions.
20.3. The Petitioner cannot derive any benefit from the plea of force
majeure . The Force Majeure OM applies only to entities that
were not already in default prior to 27.02.2026, whereas the
Petitioner was admittedly in default much before the said date.
Having accepted the NOA and undertaken to execute the
contract agreement, the Petitioner cannot subsequently seek to
avoid its contractual obligations on the ground that market
prices of silver had risen to approximately double the level
prevailing at the time of bid submission.
20.4. The present case is not one of blacklisting. The suspension
imposed upon the Petitioner is limited in scope and operates
only in respect of tenders issued by the Respondent, while
leaving the Petitioner free to participate in tenders floated by
other organisations.
20.5. As regards the contention that a show cause notice ought to
have preceded the Suspension Order, it was submitted that
Clause 6.3.3 of the Debarment Policy does not contemplate
issuance of a show cause notice in cases concerning failure to
sign the contract agreement or submit the CPG. The relevant
portion of Clause 6.3.3 of the Debarment Policy is reproduced
hereinbelow:
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Signed By:NEELAM
SHARMA
Signing Date:22.06.2026
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“ 6.3.3 In cases of failure to sign the Contract Agreement
or failure to submit an acceptable Performance Security
a) The concerned C&M dept. shall put up the proposal for
"Suspension of business dealings" with the Agency for
approval of the Competent Authority. After approval of
Competent Authority, Suspension Order shall be issued
which must include the following:
i) the Agency is put on suspension list
ii) in case the agency commits aforesaid
transgression/default again in another tender of
NTPC within three (03) years from the date of
issuance of suspension order, business dealings
with the agency shall be banned for a period of two
(02) years from the date of issuance of speaking
order for banning.
In case the agency commits aforesaid
transgression/default again in another tender of NTPC
within three (03) years from the date of issuance of
suspension order, process for banning of business
dealings with the Agency shall be initiated as
mentioned at para 5.6 above.
b) Suspension of business dealings with any agency shall
be done Company-wide (entire NTPC including
Subsidiaries and JVs), for all cases including cases
processed from NTPC, Subsidiaries and JVs.
c) The Suspension Order would operate for a period of six
(06) months and is to be communicated to Agency.
d) Suspension order shall be issued by Competent
Authority himself or by a person authorized for the said
purpose.
e) The names of the Agencies with whom Business
Dealings have been suspended shall be hosted at intranet
of CC&M. During the period of suspension, no new
business dealing shall be held with the Agency.
f) The suspension of Agency shall be automatically
revoked on the expiry of the period of suspension. ”
20.6. The omission of any requirement for issuance of a show cause
notice in cases involving failure to execute the contract
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agreement or submit the CPG is deliberate and forms part of the
scheme of Clause 6.3.3 of the Debarment Policy.
20.7. The Petitioner’s conduct frustrated the tender process and
compelled the Respondent to initiate a fresh tendering exercise.
20.8. Therefore, in the facts and circumstances of the present case,
the Respondent’s actions were proportionate and founded upon
legitimate commercial considerations, including the need to
safeguard procurement processes from entities that had
previously failed to honour their contractual obligations.
ANALYSIS AND FINDINGS:
21. The principal issues that arise for consideration in the present Petition
are as follows:
i. Whether the Termination Notice is liable to be set aside on the
ground that the Respondent invoked Clause 42.0 of the GPC
notwithstanding that Clause 24(c) of the GPC and Clause 34.0 of the
SPC specifically prescribe annulment of the NOAs as the
consequence of non-execution of the contract agreement and non-
submission of the CPG?
ii. Whether Retender Notice dated 10.04.2026 warrants
interference by this Court?
iii. Whether the Suspension Order dated 01.06.2026 could have
been issued without a show cause notice and without affording the
Petitioner an opportunity of hearing?
22. The Petitioner contends that failure to execute the contract agreement
and furnish the CPG attracted only encashment of the Bid Security and
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SHARMA
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annulment of the NOAs under Clause 24(c) of the GPC and Clause 34.0 of
the SPC.
23. It is submitted on behalf of the Petitioner that the Termination Notice
invokes Clauses 42.0 and 43.0 of the GPC for the very same defaults,
namely non-execution of the contract agreement and non-submission of the
CPG.
24. A perusal of the bidding documents shows that Clause 42.0 of the
GPC empowers the employer to terminate the order/contract where the
supplier fails to remedy a default in performance within thirty days of
notice, or within such further period as may be approved in writing. Clause
43.0 of the GPC applies where the supplier fails to supply material of
acceptable quality within the scheduled delivery period, in which event the
employer may procure the material from another source at the supplier’s risk
and cost and may also forfeit the CPG.
25. Clause 24(c) of the GPC specifically provides that failure to submit
the CPG constitutes sufficient ground for annulment of the award and
forfeiture of the Bid Security. The record shows that the Respondent
annulled the NOAs and encashed the Bid Security.
26. The plea of force majeure raised by the Petitioner cannot be accepted.
The Petitioner had admittedly failed to execute the contract agreement and
furnish the CPG prior to issuance of the Force Majeure OM. The record
indicates that the difficulty projected was, in substance, commercial
hardship arising from market conditions, which does not absolve the
Petitioner of its obligations under the NOAs.
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27. In the present case, the default attributed to the Petitioner is confined
to non-execution of the contract agreement and non-submission of the CPG.
The stage contemplated under Clause 43.0 of the GPC, namely failure to
supply material within the scheduled delivery period and consequential
forfeiture of the CPG, had not arisen.
28. As regards Clause 42.0 of the GPC, Clause 24(c) of the GPC and
Clause 34.0 of the SPC specifically prescribe the consequences of failure to
execute the contract agreement and furnish the CPG, namely annulment of
the award and forfeiture of the Bid Security. Clause 45.0 of the SPC further
provides that the SPC shall prevail over the GPC.
29. It is settled law that where a specific provision governs a particular
default, recourse must be had to such provision in preference to a general
provision. The Respondent, therefore, could not have invoked Clause 42.0
of the GPC for a default for which specific consequences are prescribed
under Clause 24(c) of the GPC and Clause 34.0 of the SPC.
30. In view of the aforesaid, this Court is of the considered view that the
consequences of the Petitioner’s failure to execute the contract agreement
and submit the CPG are governed by Clause 24(c) of the GPC and Clause
34.0 of the SPC. The Termination Notice, insofar as it invokes Clauses 42.0
and 43.0 of the GPC, is accordingly liable to be set aside. This shall,
however, not affect the Respondent’s action of annulling the NOAs and
encashing the Bid Security under Clause 24(c) of the GPC and Clause 34.0
of the SPC.
31. As regards Retender Notice, the principal contention of the Petitioner
is that it was issued in derogation of the List II Exemption OM. According
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to the Petitioner, since the last date for submission of bids under Retender
Notice was after the cut-off date of 31.08.2025 prescribed by the MNRE
vide office memorandum dated 31.07.2025, the Respondent ought to have
required compliance with the ALMM Lists. Instead, Retender Notice
required compliance only with List I.
32. It is further contended by the Petitioner that the List II Exemption OM
identifies the circumstances in which exemption from ALMM List II
compliance may be granted, and that Retender Notice satisfied none of those
conditions. The Petitioner also submits that, for sustaining a risk-purchase
claim, substitute procurement must be undertaken on substantially similar
conditions.
33. Having considered the submissions, and in view of the finding that
Clause 43.0 of the GPC could not have been invoked in the facts of the
present case, this Court does not consider it necessary to examine the
challenge to the Retender Notice founded on List II Exemption OM. The
Retender Notice, therefore, does not warrant interference.
34. However, all questions concerning the applicability and interpretation
of List II Exemption OM are left open.
35. As regards the Suspension Order, the Petitioner contends that it is in
the nature of debarment and was issued without affording an opportunity of
hearing. The relevant extract from the Suspension Order is reproduced
hereinbelow:
“ 5. Accordingly, in line with Clause No-6.1 (b) and 6.3.3 of the
Policy & Procedure for Debarment from Business Dealings, this
Suspension Order is served upon you to inform that Business
Dealings with your firm, GREW ENERGY PRIVATE LIMITED (PAN
W.P.(C) 8148/2026 Page 18 of 22
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Signed By:NEELAM
SHARMA
Signing Date:22.06.2026
15:01:00
NO- AAJCG6063H) have been put on suspension for a period of six
(06) months from the date of issuance of this order.
The effect of suspension shall be as per para 6.4 of the Policy &
Procedure for Debarment of from Business Dealings. Accordingly,
during this period:
• Your firm shall not be allowed to participate in any future tender
enquiry by NTPC/ its Subsidiaries and JVs (if adopted).
• If your firm has already participated in another tender process
and the price bids are not opened, your firm's techno-
commercial bid will be rejected and price bid will not be
opened.
• Where price bid of your firm has been opened prior to issuance
of this Suspension Order, your firm's price bid shall be rejected.
• No award shall be placed on your firm by NTPC/ its
Subsidiaries and JVs (if adopted)
6. Further, in line with Clause No 6.3.3 of the Policy & Procedure
for Debarment from Business Dealings, in case you commit
aforesaid transgression/ default again in another tender as
enumerated in abovementioned Clause 6.3.3 within three (03) years
from the date of issuance of this suspension order, you shall be liable
to be banned from business dealings with NTPC including its
Subsidiaries and JVs (if adopted)) for a period of two (02) years
effective from the date of issuance of speaking order for such
banning.
7. Suspension of your firm shall be automatically revoked on the
expiry of the period of suspension. ”
36. The Petitioner submits that Clause 2.2 of the Debarment Policy
expressly provides that the expressions “withholding”, “suspension” and
“banning” convey the same meaning as debarment. It is, therefore,
contended that the Suspension Order is, in substance, an order of debarment.
Reliance has been placed on M/s Techno Prints ( supra ), Blue Dreamz
( supra ) and Gorkha Securities ( supra ) to submit that an order of debarment
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Signed By:NEELAM
SHARMA
Signing Date:22.06.2026
15:01:00
or blacklisting, having serious civil consequences, cannot be passed without
compliance with the principles of natural justice.
37. It is further submitted by the Petitioner that no show cause notice was
issued to the Petitioner, and no opportunity of hearing was afforded prior to
issuance of the Suspension Order. On this ground, the Petitioner seeks
setting aside of the Suspension Order.
38. The aforesaid submission merits acceptance. By virtue of the
Suspension Order, the Petitioner is disentitled, during the period of
suspension, from participating in future tender enquiries floated by the
Respondent and its subsidiaries; its bids in pending tender processes are
liable to be rejected; and no award can be placed in its favour. The
Suspension Order, therefore, entails serious civil and commercial
consequences.
39. The decisions in M/s Techno Prints ( supra ), Blue Dreamz ( supra )
and Gorkha Securities ( supra ) reiterate that orders of debarment or
blacklisting ordinarily cannot be passed without adherence to the principles
of natural justice. They further caution against readily resorting to
debarment in ordinary cases of contractual breach, particularly where a bona
fide dispute exists. The introduction to the Debarment Policy also records
that, since banning of business dealings entails civil consequences for the
concerned agency, adequate opportunity of hearing must be afforded and
any explanation tendered must be considered before an order is passed,
having regard to the facts and circumstances of the case.
40. As Clause 2.2 of the Debarment Policy equates suspension with
debarment, the Respondent cannot contend that procedural safeguards are
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Signed By:NEELAM
SHARMA
Signing Date:22.06.2026
15:01:00
inapplicable merely because the impugned action is styled as suspension of
business dealings and not as banning of business dealings.
41. This Court is, therefore, of the view that the Suspension Order was
issued in violation of the principles of natural justice and cannot be
sustained.
CONCLUSION:
42. This Court finds no ground to interfere with the Respondent’s
decision to treat the Petitioner as being in default of its obligations
concerning execution of the contract agreement and submission of the
Contract Performance Guarantee. However, the reliance upon Clauses 42.0
and 43.0 of the GPC for issuance of the Termination Notice dated
08.04.2026 by the Respondent was not justified. The Termination Notice
dated 08.04.2026 is, accordingly, set aside to the extent it is founded upon,
or seeks to give effect to, Clauses 42.0 and 43.0 of the GPC. The Suspension
Order dated 01.06.2026 is also set aside for violation of principles of natural
justice.
43. It is held that Retender Notice dated 10.04.2026 does not warrant
interference, however it is clarified that no action against the Petitioner can
be sustained on the basis of Clause 43.0 of the GPC or on the premise that
Retender Notice dated 10.04.2026 constitutes a valid risk-purchase
procurement against the Petitioner.
44. The present Petition is allowed in the aforesaid terms. The Petition,
along with all pending Applications, stands disposed of.
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Signature Not Verified
Signed By:NEELAM
SHARMA
Signing Date:22.06.2026
15:01:00
45. It is clarified that this Court has not adjudicated upon any claim that
may be available to either Party in relation to termination of the contract or
award of damages. All rights and contentions of the Parties in that regard are
expressly reserved, to be agitated in appropriate proceedings in accordance
with law.
TEJAS KARIA, J
(VACATION JUDGE)
MADHU JAIN, J
(VACATION JUDGE)
JUNE 22, 2026
sms/ap
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Signature Not Verified
Signed By:NEELAM
SHARMA
Signing Date:22.06.2026
15:01:00