SOUTHERN RAILWAY vs MARYMATHA INFRASTRUCTURE PRIVATE LIMITED
- Court
- Kerala High Court
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IN THE HIGH COURT OF KERALA AT ERNAKULAM
PRESENT
THE HONOURABLE THE CHIEF JUSTICE MR. SOUMEN SEN
&
THE HONOURABLE MR. JUSTICE SYAM KUMAR V.M.
ST
TUESDAY, THE 1 DAY OF SEPTEMBER 2026 / 10TH BHADRA, 1948
WA NO. 792 OF 2026
JUDGMENT DATED 27.02.2026 ARISING FROM
WP(C) NO.4162 OF 2026 OF HIGH COURT OF KERALA
APPELLANTS/RESPONDENTS/1 & 2 IN THE WP(C):
1 SOUTHERN RAILWAY
INDIAN RAILWAY FIRST FLOOR, GCDA EASTERN ENTRY
TOWER, ERNAKULAM JUNCTION REPRESENTED BY ITS
CHIEF ENGINEER (CONSTRUCTION), PIN - 682016
2 CHIEF ENGINEER (CONSTRUCTION)
SOUTHERN RAILWAY, FIRST FLOOR, GCDA EASTERN
ENTRY TOWER, ERNAKULAM JUNCTION,, PIN - 682016
BY ADV O.M.SHALINA, DEPUTY SOLICITOR GENERAL OF
INDIA
SRI. P. SREEKUMAR, ADDITIONAL SOLICITOR GENERAL
OF INDIA
RESPONDENTS/PETITIONER AND RESPONDENTS 3 TO 5 IN THE
WP(C):
1 MARYMATHA INFRASTRUCTURE PRIVATE LIMITED
AGED 54 YEARS
BUILDING NO. XVII/180, MARYMATHA SQUARE,
ARAKUZHA ROAD, MUVATTUPUZHA, ERNAKULAM,
REPRESENTED BY ITS DIRECTOR, SIBU CHERIAN, S/O.
MP CHERIAN, PIN - 686661
2 M/S. SVCPL-JVEA (JV),
NO.30, MSK ARCADE, NADARMEDU,ERODE, TAMIL NADU,
REPRESENTED BY ITS AUTHORISED OFFICER, PIN -
638002
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3 M V V SATYANARAYANA
6-1-136/3, MEHER RATNA COMPLEX, BALARAM COLONY,
WALKER TOWN, SECUNDERABAD, TELANGANA,
REPRESENTED BY ITS AUTHORISED OFFICER, PIN -
500025
4 SRI AVANTIKA CONTRACTORS (I) LTD
610 B NILGIRI BLOCK, ADITYA ENCLAVE, AMEERPET,
HYDERABAD, TELANGANA, REPRESENTED BY ITS
AUTHORISED OFFICER, PIN - 500038
5 ADDL.R5: KERALA RAIL DEVELOPMENT CORPORATION
LIMITED,
5TH FLOOR, TRANS TOWER, VAZHUTHACAUD,
THIRUVANANTHAPURAM-695014, REPRESENTED BY ITS
SECRETARY
BY ADVS.
SHRI.JOMY GEORGE
SHRI.BHARATH MOHAN
SHRI.SANTHOSH MATHEW (SR.)
SHRI.R.PADMARAJ
SRI.M.J.BENNY
SHRI.SAJEEVAN V.T.
SRI.R.AJITH KUMAR [V.K.EDOM]
SMT. CHITRA N. DAS
SHRI.JISTIN JOSE
SHRI.ANANTHAKRISHNAN D. M.
SRI. SHINTO MATHEW ABRAHAM
THIS WRIT APPEAL HAVING COME UP FOR ADMISSION ON
17.08.2026, ALONG WITH WA.799/2026, THE COURT ON
01.09.2026 DELIVERED THE FOLLOWING:
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IN THE HIGH COURT OF KERALA AT ERNAKULAM
PRESENT
THE HONOURABLE THE CHIEF JUSTICE MR. SOUMEN SEN
&
THE HONOURABLE MR. JUSTICE SYAM KUMAR V.M.
ST
TUESDAY, THE 1 DAY OF SEPTEMBER 2026 / 10TH BHADRA, 1948
WA NO. 799 OF 2026
JUDGMENT DATED 27.02.2026 ARISING FROM
WP(C) NO.4162 OF 2026 OF HIGH COURT OF KERALA
APPELLANT/3RD RESPONDENT IN WP(C):
M/S. SVCPL-JVEA (JV),
NO.30, MSK ARCADE, NADARMEDU,ERODE, TAMIL NADU,
REPRESENTED BY ITS AUTHORISED OFFICER, PIN -
638002
BY ADVS.
SHRI.JOMY GEORGE
SHRI.R.PADMARAJ
SHRI.SAJEEVAN V.T.
SRI.M.J.BENNY
SRI.R.AJITH KUMAR [V.K.EDOM]
SMT. CHITRA N. DAS
SHRI.JISTIN JOSE
SMT.SREEDEVI V.S.
SHRI.ARJUN S. PRAKASH
SHRI.ANANTHAKRISHNAN D. M.
RESPONDENTS/PETITIONER IN WP(C) AND RESPONDENTS 1, 2, 4
AND 5:
1 MARYMATHA INFRASTRUCTURE PRIVATE LIMITED
AGED 54 YEARS
BUILDING NO. XVII/180, MARYMATHA SQUARE,
ARAKUZHA ROAD, MUVATTUPUZHA, ERNAKULAM,
REPRESENTED BY ITS DIRECTOR, SIBU CHERIAN, S/O.
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MP CHERIAN, PIN - 686661
2 SOUTHERN RAILWAY
INDIAN RAILWAY FIRST FLOOR, GCDA EASTERN ENTRY
TOWER, ERNAKULAM JUNCTION REPRESENTED BY ITS
CHIEF ENGINEER (CONSTRUCTION), PIN - 682016
3 CHIEF ENGINEER (CONSTRUCTION)
SOUTHERN RAILWAY, FIRST FLOOR, GCDA EASTERN
ENTRY TOWER, ERNAKULAM JUNCTION,, PIN - 682016
4 M V V SATYANARAYANA
6-1-136/3, MEHER RATNA COMPLEX, BALARAM COLONY,
WALKER TOWN, SECUNDERABAD, TELANGANA,
REPRESENTED BY ITS AUTHORISED OFFICER, PIN -
500025
5 SRI AVANTIKA CONTRACTORS (I) LTD
610 B NILGIRI BLOCK, ADITYA ENCLAVE, AMEERPET,
HYDERABAD, TELANGANA, REPRESENTED BY ITS
AUTHORISED OFFICER, PIN - 500038
6 ADDL.R6: KERALA RAIL DEVELOPMENT CORPORATION
LIMITED,
5TH FLOOR, TRANS TOWER, VAZHUTHACAUD,
THIRUVANANTHAPURAM-695014, REPRESENTED BY ITS
SECRETARY
BY ADV O.M.SHALINA, DEPUTY SOLICITOR GENERAL OF
INDIA
SRI. P. SREEKUMAR, ADDITIONAL SOLICITOR GENERAL
OF INDIA
THIS WRIT APPEAL HAVING COME UP FOR ADMISSION ON
17.08.2026, ALONG WITH WA.792/2026, THE COURT ON
01.09.2026 DELIVERED THE FOLLOWING:
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J U D G M E N T
st
Dated this the 1 day of September, 2026
Soumen Sen, C.J.
In view of common questions of law and facts
involved in these writ appeals, both the writ appeals are
heard together and are disposed of by this common
judgment and order.
2. The appellants are the respondents in a writ
petition filed by one Marymatha Infrastructure Private
Limited (for short, “MIPL”) being W.P.(C) No.4162 of 2026, in
which, inter alia, MIPL had challenged the rejection of its
technical bid by the Southern Railway.
st
3. Briefly stated, on 1 September, 2016, a joint
venture agreement was entered into between the Ministry of
Railways and Government of Kerala for development of rail
infrastructure for critical connectivity and capacity
enhancement in the State of Kerala. They undertake to
incorporate a Public Limited Company with its
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Headquarters/Registered Office in Thiruvananthapuram (for
short, “the JV Company”). The JV Company, in terms of the
agreement would be incorporated in Kerala, with its
registered office at Thiruvananthapuram in the name of
Kerala Rail Development Corporation Ltd. (KRDCL). The
scope of the said JV Company are as follows:
“2.1 Scope of JVC
Subject to the Applicable Law, the activities of the
JVC will, amongst others, include the following:
a) development, financing and implementation of
viable railway projects and/or projects which
may require viability gap funding that are
important for critical connectivity/capacity
enhancement, as agreed by the parties,
b) undertaking surveys, preparation of Detailed
Project Report (DPR) to examine the Viability
of the railway projects;
c) processing for sanctioning of the railway
projects (identified by the Board or the
Parties)
d) Incorporation and funding of subsidiaries/
special purpose vehicles for undertaking
railway projects; and
e) Undertaking all such actions not specifically
mentioned above, that may be required to give
effect to the intent of the Parties, as set out in
the Agreement.
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(the activities set out in (a) and (e) above are
collectively referred to as “Business”)
The Board may alter the scope of the
functions of the JVC”
4. The said agreement, inter alia, defines Super
Majority Resolution in the following manner:
“Super Majority Resolution” in relation to a
Fundamental issue means a special resolution as
defined in the Act in the case of a general meeting of
the company and in the case of a meeting of the
Board, a resolution on which all Directors present
and representing each of the parties to this
Agreement and being entitled to vote on such
matter, vote unanimously in favour of the resolution
with respect to such Fundamental issue.”
(emphasis supplied)
5. Fundamental issues are mentioned in Clause 6 of
the agreement. In respect of any matters mentioned in
Clause 6, a Super Majority Resolution of the Board of
Directors or the shareholders at the general meeting is
required. Establishment of a joint venture is a fundamental
issue in terms of Clause 6 (vii) of the said agreement that
requires a Super Majority Resolution. KRDCL, in its meeting
th
held on 4 January, 2024, inter alia, passed the following
resolution:
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“Board authorised Shri. V. Ajith Kumar, Director
(Business Development & Finance) to participate in
tenders alone or through JV/Consortium. Board issued
General Power of Attorney to Shri. V. Ajith Kumar,
Director (Business Development & Finance) for meeting
the documentation requirements in all tenders with
following powers:
1. To make all such arrangements, to do all such
acts and things and to incur all such
expenditure on behalf of the company, as may be
necessary and expedient for the management of
the business of the company or in carrying out
its activities.
2. To participate in tenders on behalf of the
company alone or JV/Consortium basis and
decide on related matters.
3. To appoint attorneys from time to time as and
when necessary to participate in tenders on
behalf of the company alone or on
JV/Consortium basis and related matters.
Board further authorised Shri. Anil Kumar G.,
Additional General Manager & Company Secretary to
issue the above General Power of Attorney to Shri. V
Ajith Kumar, Director (Business Development &
Finance), based on this decision.”
(emphasis supplied)
th
6. On 27 September, 2025, a joint venture
agreement was entered into between MIPL and KRDCL
whereby they constitute a joint venture in the name and
style of Maryamatha-KRDCL (in short “the Joint Venture”),
for the purpose of jointly participating in the bidding
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process for the project relating to “Redevelopment of
Chengannur Railway Station, Kerala, India on Engineering
Procurement and Construction (EPC)” (hereinafter referred
to as “the said project). The parties agreed that the proposal
of construction in the Engineering Procurement and
Construction (hereinafter referred to as ‘EPC’) contract to be
allocated among the members in the ratio of 75% for MIPL
and 25% for KRDCL. Following the said agreement, “the
Joint Venture” company participated in a tender duly
th
notified on 8 August, 2025 by the Southern Railway in
respect of the said project. KRDCL is also referred in few
places as K-Rail.
7. The tender document, inter alia, refers to the
following documents to be enclosed by “the Joint Venture”
along with the tender:
“2.11.2(i)(c) In case one or more members of the JV
is/are companies, the following documents shall be
submitted:
i. A copy of resolutions of the Directors of the
Company, permitting the company to enter
into a JV agreement,
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ii The copies of MOA (Memorandum of
Association)/AOA (Articles of Association) of
the company
iii. A copy of Certificate of Incorporation
iv. A copy of Authorization/copy of Power of
Attorney as per format at Appendix-II issued by
the Company (backed by the resolution of
Board of Directors) in favour of the individual,
to sign the tender, sign MOU/JV Agreement on
behalf of the company and create liability
against the company”
(emphasis supplied)
8. The tender document in Section 3 has elaborately
mentioned the procedure to be followed for evaluation of
Technical Bids and opening and evaluation of financial bids.
Clauses 3.1.4 and 3.1.5 provide for clarification if required.
The said clauses read as follows:
“3.1.4 To facilitate evaluation of Technical Bids,
the Authority may, at its sole discretion,
seek clarifications in writing from any Bidder
regarding its Technical Bid. Such
clarification(s) shall be provided within the
time specified by the Authority for this
purpose. Any request for clarification(s) and
all clarification(s) in response thereto shall
be in writing. The Bids will be examined and
evaluated in accordance with the provisions
set out in this Section3. The Authority will
subsequently flag issues, if any with the
data updated by the Bidders.
3.1.5 If a Bidder does not provide clarifications
sought under Clause 3.1.4 above within the
prescribed time, its Bid may be liable to be
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rejected. In case the Bid is not rejected, the
Authority may proceed to evaluate the Bid
by construing the particulars requiring
clarification to the best of its understanding,
and the Bidder shall be barred from
subsequently questioning such
interpretation of the Authority.”
(emphasis supplied)
9. “The Joint Venture” company participated in the
tender and, inter alia, has submitted the following
documents along with the bid document:
th
“i) The joint bid agreement dated 27 September
2025 in the prescribed format being Appendix
IV in terms of clause 2.1.11.
ii) Certified true copy of the resolution passed by
the Board of Directors of MIPL at the Board
th
meeting held on 15 September 2025,
authorising the formation of joint venture and
submission of bid:
iii) The power of attorney for signing bid in the
prescribed format being Appendix II in
reference to clause 2.1.5 along with the general
power of attorney.
th
iv) An extract of the minutes of the 29 Board of
th
Directors meeting of KRDCL held on 04
Janua ry 2024.”
10. The other documents submitted are not relevant
for the present purpose having regard to the reason given by
the Tender Committee in rejecting the said bid.
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11. The technical bid submitted by the JV company
was rejected by the Tender Committee as the JV was found
to be technically unsuitable due to the following reason:
“Submission of bid not valid”.
th
This order was communicated to the MIPL on 30
January, 2026.
12. The writ petition was filed on the premise that the
reason cited by respondent Nos.2 and 3 in W.A.No.799 of
2026, namely, the Southern Railway and the Chief Engineer
(Construction), Southern Railway, for disqualifying the
petitioner is not legally sustainable and the same is not in
tune with the requirements contemplated under the tender
documents. However, the said contention was opposed by
the contesting respondents.
13. The Southern Railway, the main appellant, has
contended that the writ petitioner failed to submit the
relevant documents as required in terms of Clause 2.1.11 of
the tender documents. The deficiency in the documents
appears to be that the copy of the resolution of the Directors
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of the Company in relation to “the Joint Venture” partner of
the writ petitioner, namely, K-Rail, was not produced and
instead, what is produced was the minutes of the meeting of
the Board of Directors. Similarly, the decision taken in the
minutes of the meeting would not show that the said
decision taken therein was only to permit the person named
therein to act as power of attorney of “the Joint Venture”
partner to participate in the tender either individually or
along with a Joint Venture partner without any specific
authorisation to form a Joint Venture for the purpose of
entering into a contract based on the tender document.
Moreover, in the absence of any resolution being passed by
KRDCL, accepting and authorising formation of a Joint
Venture company with MIPL, the very existence of “the Joint
Venture” company is seriously doubtful and hence, the
decision of the Tender Committee in rejecting the technical
bid was justified.
14. The learned Single Judge considered Clause
2.11.2 and held that the decision to disqualify MIPL by the
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Tender Committee was hyper-technical. The learned Single
Judge considered the decision of the Board of Directors
th
taken on 4 February, 2024 which specifically authorised
Sri. V. Ajith Kumar, (Director, Business Development &
Finance) to participate in tenders alone or through Joint
Venture/Consortium and the relevant clauses in the said
decision which specifically conferred power upon Sri. V.
Ajith Kumar to make all arrangements necessary to do all
such acts and things and to incur all such expenditure on
behalf of the company, as may be necessary and expedient
for the management of the business of the company or in
carrying out its activities, to participate in tenders on behalf
of the company alone or on JV/Consortium basis and
decide on related matters and to appoint attorneys from
time to time, as and when necessary, to participate in
tenders on behalf of the company alone or on
JV/Consortium basis and related matters and held that
since such power of attorney authorises the said V. Ajith
Kumar to appoint an attorney for participating in tenders
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alone or as a partner of Joint Venture, another power of
th
attorney was executed by the said Ajith Kumar on 26
September, 2025 authorising Mr. Ezhilan M. as the attorney
for the company to participate in the tender process as
notified in tender document (Ext.P1). The power of attorney
in favour of Sri. Ezhilan M. was issued by the said Ajith
Kumar in the form as prescribed in Appendix-II of Ext.P1
tender notification. Thus, it is discernible from a joint
reading of the documents referred to above that, a proper
power of attorney in the manner prescribed in the tender
documents has been executed and submitted along with the
tender documents which, in turn, was executed based on
the authority conferred by the K-Rail, upon the person
executing it, by way of a decision taken by the Company on
th
4 January, 2024.
15. The learned Single Judge considered the
definition of Super Majority Resolution and accepted the
submission made on behalf of the writ petitioner that in
th th
view of the minutes of the 29 Board Meeting held on 4
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January, 2024, there has been sufficient compliance of the
terms and conditions of the tender document. The learned
Single Judge observed as follows:
“…….What is contemplated in Ext.R1(b) joint venture
agreement is to have a super majority resolution
which takes in, a resolution in which all Directors
present and representing each of the parties to this
agreement and being entitled to vote, have taken a
decision on such matter, unanimously, in favour of
the resolution. In this case, Ext. P19 would indicate
that, authorization was based on a unanimous
decision and thus there is substantial compliance of
the said clause as well. Therefore, the said objection
is not at all legally sustainable.
12. Thus, it is evident from the above that, the
st nd
reasons highlighted by the 1 and 2 respondents,
as a disqualification for the petitioner, are not
sustainable. In this regard, it is to be noted that the
defects that attracted disqualification according to
the respondents, as referred to above, are not
something which affects the quality and
efficiency/capacity of the petitioner or its joint
venture, to carry out the work involved in the tender
notification. Therefore, so long as the same are not
relating to the qualities and efficiency/capacity of the
respondents, the rejection of bids on technical reason
is not proper. It is a well settled position of law that,
when it comes to the question of public contracts, the
attempt of the public authority is to ensure
maximum participation so as to have an effective
competition in the biding process. Hyper technical
approach need not be resorted to, so long as the
requirements based on which the decision taken is
not affecting the quality of the work offered by the
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tenderer and the capability of such tenderer to carry
out the said works. In this case, the reasons
mentioned above are not affecting the capacity of the
petitioner or its joint venture, to carry out the said
works and therefore, if the petitioner is otherwise
qualified, the participation should be ensured. It is
evident from the records that, as of now, only one
tender has been accepted and therefore the
continuation of the tender process without any
competition may not be in the best interest of the
State as well.”
16. On such consideration, the writ petition was
disposed of by quashing the order disqualifying the writ
petitioner and respondent Nos.1 and 2 were directed to
permit the petitioner to participate in the tender process
and evaluation of the technical bid of the petitioner. If the
petitioner is found otherwise qualified, the petitioner's
financial bid shall be opened and proceedings shall be
finalised accordingly, without any delay.
17. The Southern Railway and one of the bidders are
th
aggrieved by the judgment dated 27 February, 2026 in
W.P.(C) No.4162 of 2026 and have preferred independent
appeals.
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18. During the course of hearing, an objection was
raised by the learned Additional Solicitor General for India
that Kerala Railway Development Corporation Ltd. (K-Rail)
is not a party to the writ petition and the presence of the
said Corporation is required for the proper adjudication of
the disputes involved. Considering the aforesaid
th
submission, by order dated 6 April, 2026, K-Rail was
added as the additional fifth respondent. K-Rail was also
directed to file an affidavit to clarify the issues involved.
K-Rail was further directed to disclose whether any
agreement has been entered into between the K-Rail and
MIPL and all other relevant facts necessary for proper
adjudication of the dispute. K-Rail has filed a detailed
affidavit. Counter affidavits have also been filed by the
appellants. The Additional General Manager and Company
Secretary of KRDCL filed the affidavit on behalf of the
additional fifth respondent. In the said affidavit, it was
stated that KRDCL (K-Rail) is a Joint Venture company
having 51% share with the Government of Kerala and 49%
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share with the Ministry of Railways, Government of India for
undertaking project development works for an identified
basket of projects, which will, inter alia, include surveys,
preparation of Detailed Project Report (DPR) and its
approval from Ministry of Railways/Government of Kerala,
processing for sanctioning of identified projects, both by
Government of Kerala and the Ministry of Railways. KRDCL
is also carrying out infrastructure development projects
such as Railway Station Redevelopment
(Thiruvananthapuram Central, Varkala Sivagiri),
Construction of Road Overbridges and Rail Under Bridges
across the State for Railways on single entity basis,
Automatic signalling of Ernakulam-Vallathol Nagar of
Southern Railway and Implementation of Kavach system in
Ernakulam-Shornur section, etc. It has been categorically
stated that the additional fifth respondent has participated
in the tender by forming a Joint Venture with MIPL. KRDCL
th
had referred to the minutes of the meeting held on 4
January, 2024. The Board of Directors in the said meeting
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unanimously authorised Sri. V. Ajith Kumar, Director
(Business Development & Finance), to participate in the
tenders alone or through JV/Consortium. The meeting
consisted of Directors, representing both Indian Railways
and Government of Kerala. KRDCL authorised MIPL to file
the writ on behalf of the JV company. The issue with regard
to the Super Majority under Articles of Association has been
dealt with in paragraph 9 of the said affidavit in which it is
th
stated that the decision taken in the 29 Board of Directors
th
meeting held on 4 January, 2024 was unanimous and
such unanimous decision inherently satisfies and fulfills the
requirement of ‘Super Majority’. Moreover, as a third party
tendering authority, the appellants are only concerned with
the formal outward authorisation presented to them and
they are legally bound to presume that the internal
corporate proceedings of KRDCL have been conducted
regularly and in strict compliance with its Articles of
Association. It is entirely beyond the jurisdiction of the
Tender Committee to act as an auditor of KRDCL’s internal
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voting mechanics thereby making an attempt to invalidate a
unanimous Board decision on mere suspicion. It is both
improper and legally untenable. The entire minutes of the
board meeting were not sought in the tender documents
and hence only the relevant decision was provided along
with the bid documents. In the said affidavit, it has been
categorically stated that, KRDCL’s Board of Directors was
th
appraised at its meeting held on 20 November, 2025 about
the participation of KRDCL in the said project and that has
th
been duly noted in the Board resolution dated 20
November, 2025. A copy of the said resolution was annexed
to the said affidavit. The said resolution, inter alia, records
as follows:
“Board noted that KRDCL has participated in the
tender of the following works.
1. EPC – Work of Redevelopment of
Ernakulam Junction Railway Station as JV
with RVNL, Project Cost: Rs. 350.02 Crores.
2. EPC – Work of Redevelopment of
Chengannur Railway Station as JV with
MARYMATHA. Project Cost: Rs. 89.50 Crores.”
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19. The learned Additional Solicitor General for India
appearing on behalf of the Southern Railway has submitted
th
that the decision of the Board of Directors in its 29
meeting cannot have any bearing on the present contract,
as it was never in contemplation of KRDCL that a project of
this kind is likely to take place in future. The resolution
with regard to authorising Sri. V. Ajith Kumar to participate
in the tender on behalf of the company alone, namely,
KRDCL or on JV/Consortium basis and decide on related
matters does not absolve him from placing the matter before
the Board of Directors for consideration and a valid
resolution being passed authorising KRDCL to enter into
any such joint venture agreement. Moreover, there was no
specific agenda in the said meeting, nor there could be any
with regard to the project forming the subject matter of the
th
writ petition as the tender was notified on 7 April, 2025
much after the said alleged Board meeting. Even at this
stage, KRDCL, in its affidavit, has failed to disclose a valid
authorisation to form a Joint Venture unlike the resolution
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produced by MIPL along with the bid document. It clearly
shows that KRDCL has not taken any conscious decision to
enter into such a Joint Venture with MIPL and in absence of
a Super Majority Resolution by KRDCL authorising
formation of Joint Venture, the Tender Committee was
justified in rejecting the technical bid. It is submitted that in
the absence of any document to show that a joint venture
has been entered into with full authority, reliance on the e-
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mail dated 9 February, 2026 of the additional fifth
respondent cannot be accepted as substitution of the legal
requirement. The said e-mail has been addressed by the
Additional General Manager and Company Secretary of
KRDCL to the writ petitioner months after the rejection of
th
the technical bid on 30 October, 2025. The said e-mail
cannot be a substitute for a resolution of the Board of
Directors of KRDCL authorising it to enter into a joint
venture with the writ petitioner. In the absence of any
separate authorisation of joint venture by KRDCL, the
decision of the Tender Committee to reject the said technical
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bid was just and proper. The learned ASGI has submitted
that the Power of Attorney (Ext.P6) in favour of the Joint
General Manager does not mention the formation of Joint
Venture.
20. Mr. Santhosh Mathew, learned Senior Counsel
appearing on behalf of the respondent-writ petitioner and
the added respondent, while reiterating the submissions
made before the learned Single Judge, has submitted that
the Southern Railway itself has accepted the identical
authorisation structure of KRDCL in two earlier station
redevelopment works – Varkala Sivagiri and
Thiruvananthapuram Central while letters of acceptance
were issued to KRDCL Joint Venture on the strength of the
very chain of Power of Attorney executed by Sri. V. Ajith
Kumar in favour of Sri. Ezhilan M.
21. Mr. Mathew has referred to the reply affidavit filed
by the MIPL wherein at paragraph 9, it has been
categorically stated that the respondent authorities have
previously accepted the very same Power of Attorney and
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Board resolutions of KRDCL for awarding work relating to
redevelopment of train stations at Thiruvananthapuram
Central as well as Varkala, two other JVs formed by KRDCL
and in both cases there was not an express tender clause to
provide Board resolution, nevertheless, the participating JV
consisting of KRDCL produced the very same Board
resolution to prove that it is an authorised entity. Based on
the aforesaid, the railway authorities have granted the work
to the JV. The present project being a similar work of
redevelopment of train stations, the Board resolution
submitted could not have been ignored and ought to have
and should have been accepted by the authorities. Sri.
nd
Mathew has referred to the letter dated 2 January 2024
issued to the letter of acceptance issued by the Southern
Railway in favour of KRDCL – RVNL JV to show that Sri. V.
Ajith Kumar (Director, Business Development & Finance),
holding additional charge of Managing Director of KRDCL,
executed a Power of Attorney in favour of Sri. Ezhilan M.,
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Joint General Manager (Business Development), KRDCL, in
respect of the tender No. 20-CE-CN-ERS2023-EPC.
22. The learned Senior Counsel has also referred to
the letter of acceptance issued in favour of M/s. KRDCL –
th
RVNL JV dated 29 April, 2024 by the Southern Railway in
respect of tender No.25-CF-CN-FRS2023-EPC for
redevelopment of Thiruvananthapuram Central Railway
Station on EPC mode. It is submitted that a similar format
for Power of Attorney for signing of bid duly signed by Sri. V.
Ajith Kumar (Director, Business Development & Finance)
holding additional charge of Managing Director, KRDCL, in
favour of Sri. Ezhilan M., Joint General Manager (Business
Development), KRDCL was accepted by the Southern
Railways. Based on the said letter of acceptance, it is
submitted that the Southern Railway cannot make a
departure from the practice they have followed in the past
as there has been no change in the relevant tender terms.
Clauses that require authorisation and the format
prescribed in respect of the past two contracts were similar
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to the present contract and accordingly the Southern
Railway could not have rejected the said bid.
th
23. Initially, the hearing was concluded on 5 August,
2026. However, during the course of the day, our attention
was drawn to a statement filed on behalf of K-Rail on that
day itself, to which no response was available on record.
th
In view thereof, an order was passed on 5 August, 2026,
as under:
“ORDER
Soumen Sen, C.J.
Hearing concluded.
2. Case Awaiting Verdict.
Later
3. After the aforesaid order, later in the day, it
was brought to our notice that a statement has
been filed by Mr. Bharath Mohan, learned
th
counsel for the 5 respondent. It contains three
Annexures, namely Annexures R5-2, R5-3 and
R5-4. During the hearing, Mr. Santhosh
Mathew, learned Senior Counsel representing
the writ petitioner as well as KRail, produced
rd
before us the minutes of the 33 meeting of the
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Board of Directors of Kerala Rail Development
th
Corporation Ltd. held on 20 November 2025,
and a copy of the resolution was shared with the
learned counsel appearing for the parties.
However, Annexures R5-2 and R5-3 were not
produced before us.
4. In view thereof, let this matter be listed as
th
'to be mentioned' on 6 August 2026 at the top
of the list in order to ascertain the views of the
learned Additional Solicitor General for India in
respect of the said disclosures. However, it
appears that a copy of the said statement has
been received by the Deputy Solicitor General of
th
India on 5 August 2026.”
24. In the statement filed by K-Rail, said respondent
has categorically stated that it has followed a transparent
st
legal process with respect to selection of the 1 respondent,
MIPL, as its JV Partner by complying with all legal
requirements. A copy of the Expression of Interest (EOI)
released by KRDCL for the purpose of finding potential JV
partners for redevelopment of railway station projects in
September, 2025 (Annexure R5-2) has been disclosed.
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Pursuant to the said EOI, MIPL has submitted its
expression of interest with all supporting documents. After a
detailed evaluation, the letter of acceptance issued by the K-
th
Rail to MIPL dated 25 September, 2025 (Annexure R5-3)
has been disclosed.
25. K-Rail has also disclosed the full minutes of the
th
meeting of the Board of Directors of K-Rail held on 20
November, 2025 at 3.30 PM (Annexure R5-4) to show the
participation of Mr. Sushil Kumar, a representative of
Indian Railways, the parent entity of Southern Railway.
th
26. The 5 respondent has stated that it is clear from
th
the said minutes of the 5 respondent that the said
st
respondent has authorised the 1 respondent, MIPL, by
following a transparent legal process without illegality.
However, the appellant – tender inviting authority, has acted
illegally by disputing the authorisation without requesting
for any clarification whatsoever.
27. It has also been contended that Southern Railway
has never pleaded or taken a ground, either in the writ
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appeal or in their counter affidavit filed in the writ petition
about the heading of the minutes of the meeting, namely,
“Adoption of RVNL policy in participation of tenders or
execution of works”. In other words, it was never a ground
for rejection of the bids of respondent Nos.1 and 5 by the
authorities. Therefore, the same cannot be raised at this
belated stage.
28. Insofar as the aforesaid submission is concerned,
we find substance in the said argument as admittedly, the
th
documents disclosed by the 5 respondent clearly show that
the same format duly signed by Sri. V. Ajith Kumar was
accepted by the Tender Committee. In fact, no explanation
was offered by the Southern Railway in its affidavit for
making a departure from its earlier stand with regard to
authorisation as done earlier. There has been no denial on
the part of the Southern Railway that the procedure adopted
in respect of the earlier tenders are same and/or similar in
respect of the present tender. Moreover, it is significant that
the Southern Railway is a part of Indian Railways and
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KRDCL is a Joint Venture of the State of Kerala and Indian
Railways. A decision was taken by the Board of Directors of
th th
KRDCL in its 29 Board meeting held on 4 January, 2024
authorising Sri. V. Ajith Kumar (Director, Business
Development & Finance), to participate in tenders alone or
through JV Consortium and the said Board meeting was
duly attended by the representative of the Indian Railways
as would appear from the minutes of the meeting and there
is no denial that the Indian Railways did participate in the
said meeting. Based on such resolution, M/s. KRDCL –
RVNL JV was allowed to participate in two contracts in
which KRDCL irrevocably nominated Sri. Ezhilan M., Joint
General Manager (Business Development), KRDCL, for
submission and participation in the bid. It would appear
from the format of Power of Attorney for signing of bid in
Appendix II, which was duly signed by Sri. V. Ajith Kumar
for KRDCL and Sri. Ezhilan M., in acceptance of the power
conferred upon him.
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29. In view of the decision of the Board of Directors
th
on 4 January, 2024, appointing Sri. V. Ajith Kumar and
permitting him to appoint attorneys, when necessary, to
participate in tender on behalf of KRDCL alone or on
JV/Consortium basis, and, in exercise of such
th
authorisation, having executed a Power of Attorney on 26
September, 2025, authorising Mr. Ezhilan M. as the
Attorney for “the Joint Venture” to participate in the tender
process as notified in Ext. P1, the technical bid could not
have been rejected. It is significant to mention that such
Power of Attorney in favour of Sri. Ezhilan M. was issued by
Sri. Ajith Kumar in the form specified in Appendix II of
Ext. P1 tender notification which is similar to the Power of
Attorney executed by Sri. Ajith Kumar in favour of
Sri. Ezhilan M. in respect of the previous two contracts.
Moreover, the joint bidding agreement for Joint Venture in
terms of Clause 2.1.11 submitted by “the Joint Venture” has
explicitly stated the formation and responsibility of “the
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Joint Venture” as would be evident from the following
clauses:
“2. {Consortium/Joint Venture}
2.1 The Parties do hereby irrevocably
constitute a Joint Venture MARYMATHA-
KRDCL (JV) (the "Joint Venture") for the
purposes of jointly participating in the
Bidding Process for the Project.
2.2 The Parties hereby undertake to
participate in the Bidding Process only
through this MARYMATHA-KRDCL (JV) Joint
Venture and not individually and/ or
through any other Joint Venture constituted
for this Project, either directly or indirectly.
7. Representation of the Parties
Each Party represents to the other Parties as
of the date of this Agreement that:
(a) Such Party is duly organized, validly
existing and in good standing under the laws
of its incorporation and has all requisite
power and authority to enter into this
Agreement;
(b) The execution, delivery and performance
by such Party of this Agreement has been
authorized by all necessary and appropriate
corporate or governmental action and a copy
of the extract of the charter documents and
board resolution/power of attorney in
favour of the person executing this
Agreement for the delegation of power and
authority to execute this Agreement on
behalf of the MARYMATHA-KRDCL (JV) Joint
Venture Member is annexed to this
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Agreement, and will not, to the best of its
knowledge:
(i) require any consent or approval not
already obtained;
(ii) violate any Applicable Law presently in
effect and having applicability to it;
(iii) violate the memorandum and articles
of association, by-laws or other applicable
organizational documents thereof;
(iv) violate any clearance, permit,
concession, grant, license or other
governmental authorization, approval,
judgement, order or decree or any mortgage
agreement, indenture or any other
instrument to which such Party is a party or
by which such Party or any of its properties
or assets are bound or that is otherwise
applicable to such Party; or
(v) create or impose any liens, mortgages,
pledges, claims, security interests, charges
or Encumbrances or obligations to create a
lien, charge, pledge, security interest,
encumbrances or mortgage in or on the
property of such Party, except for
encumbrances that would not, individually
or in the aggregate, have a material adverse
effect on the financial condition or prospects
or business of such Party so as to prevent
such Party from fulfilling its obligations
under this Agreement;
(c) this Agreement is the legal and binding
obligation of such Party, enforceable in
accordance with its terms against it; and
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(d) there is no litigation pending or, to the
best of such Party's knowledge, threatened
to which it or any of its Affiliates is a party
that presently affects or which would have a
material adverse effect on the financial
condition or prospects or business of such
Party in the fulfilment of which obligations
under this Agreement.”
The reason for rejection of the technical bid was not
immediately known, however, it is now discernible from the
counter affidavit filed in the writ petition by the Southern
Railway.
30. We have already referred to the nature and
quality of objections raised by the Southern Railway. It is
needless to mention that it was completely unnecessary for
the Southern Railway to insist on a resolution of the Board
of Directors, since earlier, based on a similar resolution,
KRDCL had been allowed to participate in the tender.
Moreover, some sanctity has to be attached to the
documents submitted by “the Joint Venture” as one of the
partners of K-Rail is Indian Railways.
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31. It is pertinent to mention that Marymatha
Infrastructure Private Limited (MIPL) submitted, amongst
others, certified true copy of the resolution passed by the
th
Board of Directors of MIPL at the Board meeting held on 15
September, 2025 whereby the said Company has taken a
resolution to form a Joint Venture in the name of
“Marymatha-KRDCL JV” with M/s. Kerala Railway
Development Corporation Ltd. (K-Rail) to submit a bid in
response to the bidding documents in relation to the said
project. The Board has also approved to execute the Joint
Bidding Agreement with M/s. KRDCL and to accept and act
as the Lead Member of the aforesaid JV. Mr. Sibu Cherian
was authorised to execute the contract agreement with
Southern Railway to carry out the work and receive
payments in respect of such works awarded to the JV. This
resolution has to be read along with the resolution dated
th
20 November, 2025 (Annexure R5-4) in which the Board of
K-Rail had noted that it had participated in the tender as JV
with Marymatha towards EPC work of redevelopment of
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Chengannur Railway Station with a project cost of 89.50
₹
Crores. The Board of Directors, inter alia, includes
Sri. Sushil Kumar, a representative of Indian Railways. In
fact, the Ministry of Railways appointed Sri. Sushil Kumar
th
IRSE in place of Shri V. Rajagopalan as the Director on 14
October, 2025, as would appear from the minutes of the
rd
33 Board Meeting.
32. As rightly observed by the learned Single Judge
the decision to confer express power upon Sri. V. Ajith
Kumar to enter into a JV agreement for the purpose of
participation in the tender is too technical as the object of
insisting on a resolution of the Board of Directors of the
Company in the case of a Joint Venture is to ensure that
such Joint Venture is entered into by the party concerned
with proper authority and once that purpose is clearly
established from the documents produced by the party
concerned, the nature of the documents as to whether it is a
minutes of a meeting or the Board resolution, is not of
much significance. Moreover, having regard to the clear
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th
stand taken by the 5 respondent, namely KRDCL, that
KRDCL has participated in the tender, there cannot be any
further objection of the Tender Committee in not accepting
and processing the technical bid.
33. Southern Railway is a part of Indian Railways and
cannot defy the decision of the Board in which Indian
Railways has participated and approved the formation of the
JV. It is like the creature disputing the authority and
decision of its creator. Southern Railway cannot defy the
resolution of which Indian Railways is a party now produced
along with the statement showing the sanctity of “the Joint
Venture”. We cannot find any satisfactory reply from
Southern Railway for not accepting the documents filed by
the JV or for not seeking clarification if there were any
doubts, as the disclosure of the documents in the
proceedings has clearly substantiated that the rejection of
the technical bid was improper. The authority ought not to
have rejected the technical bid by a cryptic communication
without seeking clarification and without considering that
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K-Rail is a partner of the JV and that K-Rail is a JV of the
Ministry of Railways and the Government of Kerala.
th
34. In fact, the 5 respondent has categorically stated
that the bid submitted by M/s. SVCPL-JVEA (JV) since
accepted is 48.85 per cent above the basic rate, whereas the
bid submitted by the writ petitioner was only 13 per cent
above the basic rate, which would be approximately 25 ₹
Crores lower than that offered by SVCPL-JVEA (JV). The
stand of M/s. SVCPL-JVEA (JV) is similar to the stand
taken by the Southern Railway. M/s. SVCPL-JVEA (JV)
cannot substitute or offer an explanation for the views taken
by the Technical Committee in rejecting the technical bid.
Its bid has not yet been accepted.
nd
35. The learned counsel for the 2 appellant, a
prospective bidder, has argued that whether the bid
submitted by a bidder suffers from material irregularity or
any substantial irregularity should be left to the author of
the bid document. This is also the submission of the learned
Additional Solicitor General for India, when extensive
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arguments were made with regard to the Super Majority
Resolution and the understanding thereof by the authority.
The argument of the learned ASGI that the essential
condition cannot be ignored, diluted, or treated as
redundant, and that the Tender Committee has rightly
rejected the technical bid in the absence of any Super
Majority Resolution, cannot be accepted for the reasons we
have elaborately indicated above. It would suffice to say
that, when we read all the above documents, we find that
there was a failure on the part of the Tender Committee in
not seeking clarification, and at this stage, after all the
documents are on record, the insistence of Southern
Railway that the rejection was proper is something more
than what meets the eye. It is appalling that the resolutions,
which have full legal sanctity, are now being questioned on
grounds which a Tender Committee is not supposed to do
while evaluating a bid. The Tender Committee cannot
question the legality and propriety of the Board resolutions
of the JV or probe into the composition of “the Joint
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Venture”, more so when Indian Railways is a partner in K-
Rail and the documents reveal that there is a Board
resolution accepting and confirming the participation of “the
Joint Venture” in the tender.
36. We are surprised that the Tender Committee was
nitpicking at the documents submitted by the JV and,
instead of giving importance to the effective and early
completion of public projects, had indulged in litigation that
was avoidable. It had only prolonged the tender process and
execution of the work. The authority, instead of trying to
find fault with the bid documents, ought to have ensured
the timely fulfillment of the contract so that the services
would be available to the public expeditiously. The authority
ought to have given more importance to the quality of the
work, efficiency and capability of the contractor and timely
completion, rather than trying to find fault with the bid
documents. The decision of the Tender Committee is now
sought to be justified on the premise that, if the tender
condition is capable of two interpretations, the
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interpretation of the author of the documents should be
adopted. The reason for the rejection, as revealed from the
affidavit filed by Southern Railway before the learned Single
Judge, was that in the absence of a Super Majority
Resolution, the bid documents cannot be accepted. The
decision of the Tender Committee rejecting the technical bid
without considering the said documents flies in the face of
common sense, logic and rationality. As observed in
1
Jagadish Mandal v. State of Orissa and Others , a court
before interfering in tender or contractual matters, in
exercise of power of judicial review, should pose to itself the
following questions:
(i) Whether the process adopted or decision
made by the authority is mala fide or intended
to favour someone;
OR
Whether the process adopted or decision made
is so arbitrary and irrational that the court
can say:
1 (2007) 14 SCC 517 P. 382
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"the decision is such that no responsible
authority acting reasonably and in accordance
with relevant law could have reached";
(ii) Whether public interest is affected.”
(emphasis supplied)
37. In the instant matter, it can be unhesitatingly said
that no reasonable person conversant with the formation of
JV and the resolution passed by the partners of the JV
along with other documents disclosed in the proceeding
could have rejected the technical bid. The reason for
rejection based on non-compliance of Clause 2.11.2(ii) is ex
facie erroneous and suffers from complete non-application
of mind. The reason for the rejection has been disclosed
only in the affidavit filed by the Southern Railway before the
learned Single Judge. There is a duty cast upon the Tender
Committee under Clause 3.1.4 to seek clarification in
writing from any bidder regarding its technical bid to
facilitate evaluation of tender bids. If the reasons were
known at the time of rejection of the technical bid, “the
Joint Venture” could have furnished the documents now
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disclosed in the proceedings. However, the matter would not
have ended there, as, by reason of the rigidity and
insistence on the part of the Southern Railway that those
documents do not fulfill a Super Majority Resolution, an
argument in futility, it is now for this Court to decide on the
legality and propriety of the decision. At this stage,
remanding the matter to the authority to decide afresh
based on subsequent disclosures, as initially we thought,
would be an empty formality. It is now a fait accompli for
the writ petitioner to approach the authority for
reconsideration. The basis of the decision now revealed in
the affidavit by the Southern Railway does not stand any
more by reason of the disclosures. The said documents
disclosed in this proceeding are essential for a proper
evaluation of the technical bid and in case of any doubt, the
authority ought to have asked for such documents for
clarification.
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38. In Shanti Construction Pvt. Ltd. v. State of
2
Odisha and Others , the Hon’ble Supreme Court has
considered the nature of the public tender and the
obligation of the Tendering Authority in accepting and
rejecting a bid. On consideration of the authorities on these
issues, the Apex Court held as under:
“10. A public tender is not a private bargain. It
is instrument of governance, a mechanism
through which the State discharges its solemn
duty as trustee of public wealth. Its purpose is
not merely procedural compliance, but
maximisation of public value through a
process i.e. fair, transparent and competitive.
The obligation of the Tendering Authority is
therefore twofold, namely, to interpret its own
terms with consistency and to ensure that
such interpretation advances, not defeats, the
object of tender. The court must intervene in a
case of demonstrable misconstruction of a
tender condition or irrationality which affects
the public interest. When an interpretation of
a tender condition narrows competition and
excludes the highest bidder on a ground
unsupported by law, the decision making
process is vitiated. The interpretation of the
terms of tender must, therefore, serve the
object and purpose of the tender mainly to
maximise the revenue to the State, when it
deals with a natural resource.”
(emphasis supplied)
2 2025 SCC OnLine SC 2368
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39. The argument advanced on behalf of M/s. SVCPL-
JVEA (JV) that courts should refrain from interfering with
the grant of tender and should instead relegate the parties
to seek damages for the wrongful exclusion, rather than
interfere with the execution of the contract, cannot be
accepted, as the technical bid has not yet been finalised
and, in the absence of such finalisation, M/s. SVCPL-JVEA
(JV) cannot claim any right under the tender. The learned
ASGI has also fairly submitted that the appeal preferred by
M/s. SVCPL-JVEA (JV) is premature.
40. The submission made on behalf of the appellant
bidder that the learned Single Judge acted contrary to the
settled principles governing judicial review by substituting
judicial assessment for that of the tendering authority and
allowed the writ petitioner to participate in the technical bid
notwithstanding non-compliance with the mandatory
requirements of Clause 2.11.2(ii) of the tender conditions
also cannot be accepted. In the event it appears to the
Constitutional Courts that the Tender Committee has taken
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a stand which is irrational, arbitrary, and defies logic, the
Constitutional Courts cannot remain idle and is duty bound
to strike down such actions. The impugned decision of the
authority is manifestly arbitrary and irrational. Moreover, a
bidder has no vested right to the awarding of the contract
merely because it has participated in the tender.
41. We cannot ignore the fact that Southern Railway
in the past has accepted similar resolution and allowed
participation of the K-Rail in Joint Venture Project. In the
instant case, same pattern was followed, but a different
stand was taken by the Southern Railway. Southern
Railway, if it were in doubt, could have asked for
clarification as the NIT clearly mandates the Tender
Committee to seek for such clarification in case of any
doubt. If the same and/or similar set of documents were
found acceptable and accepted in the past, the Tender
Committee owed an explanation for not accepting the said
documents and following the same practice and similar
exercise in evaluating the technical bid. The Tender
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Committee cannot make unnecessary and unjustified
probes into the functioning of the K-Rail. The Tender
Committee is fully aware of the fact that one of the
constituent of the K-Rail is the Indian Railways and the K-
Rail is a Joint Venture of the Government of Kerala and the
Indian Railways. It is not a private entity like the SVCPL.
The credibility of the K-Rail stands on a much better footing
and where the Government itself is involved in the formation
of “the Joint Venture”, the decision of the Southern Railway
to reject the technical bid on a technical ground raises
issues more than it answered. The Tender Committee
should evaluate the technical skill of “the Joint Venture” in
executing the work, if awarded, rather than rejecting the bid
for the absence of a Super Majority Resolution, which,
again, is unsupportable in view of the documents submitted
along with the bid and the documents disclosed
subsequently in the proceedings.
42. Moreover, when “the Joint Venture” meaning
MARYMATHA-KRDCL (JV)”,
thereby “ is able to demonstrate
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that the acceptance of technical bid of “the Joint Venture”
would save the Government exchequer by 25 Crores, we ₹
find no justification for the Southern Railway to reject the
technical bid as “the Joint Venture” was otherwise found to
be eligible. We could not find any rational explanation for
Southern Railway to prefer an appeal against the order of
the learned Single Judge, as larger participation in a public
tender brings transparency.
43. In view of the aforesaid, both the writ appeals are
dismissed, however, there shall be no order as to costs.
Sd/-
Soumen Sen,
Chief Justice
Sd/-
Syam Kumar V.M.,
Judge
ds/SSK/Eb
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APPENDIX OF WA NO. 792 OF 2026
RESPONDENT ANNEXURES
Annexure R5 (1) A Truce copy of the Board Resolution
dated 20.11.2026 of KRDCL
PETITIONER ANNEXURES
Annexure C AIR 2022 SC 1531/ (2022) 6 SCC 127
Annexure A AIR 2016 SC 4305/ (2016) 16 SCC 818
Annexure B AIR 2016 SC 3814/ (2016) 8 SCC 622
Annexure D (2020) 16 SCC 489
RESPONDENT ANNEXURES
Annexure-R5-2 A true copy of the EoI released by
KRDCL for the purpose of finding
potential JV partners for
redevelopment of railway station
projects, in September 2025.
Annexure-R5-3 A true copy of the letter of
acceptance issued to the 1st
Respondent by the 5th Respondent dated
25-09-2025.
Annexure-R5-4 A true copy of the full minutes of the
33rd Board Meeting held on 20-11.2025.