2025:JHHC:31616-DB 1 LPA Nos.67 & 61 of 2023 IN THE HIGH COURT OF JHARKHAND AT RANCHI L.P.A. No.67 of 2023 ------ 1. Union of India through the Secretary, Ministry of Coal, Government of India, having its office at 120, 1st floor, F-wing, Shahstri Bhawan, P.O. & P.S.-New Delhi, District-New Delhi 2. The Nominated Authority, Ministry of Coal, Government of India, having its office at 120, 1st floor F-wing, Shahstri Bhawan, P.O. & P.S.-Shastri Bhawan, District-New Delhi …. …. Respondents/Appellants Versus 1. JSW Steel Ltd., a Company Incorporated under the Companies Act, 1956, having its registered office at JSW Center, Bandra Kurla Complex, P.O. & P.S. Bandra East District Mumbai, and it’s Project Office at B-236, Ground Floor, Road No.3, Ashok Nagar, P.O. Ashok Nagar, P.S. Argora, District-Ranchi, through its authorized representative and Associate Vice President-Projects, Sri Dhananjay Kumar Sinha, son of Sri Upendra Nath Sinha, aged about 55 years, resident of Flat No.201, Shakti Apartment, Ashokpuram, P.O. Ashok Nagar, P.S. Argora, District Ranchi. 2. Dhananjay Kumar Sinha, son of Sri Upendra Nath Sinha, aged about 55 years, resident of Flat No.201, Shakti Apartment, Ashokpuram, P.O. Ashok Nagar, P.S. Argora, District Ranchi. .... .... Petitioners/Respondents With L.P.A. No.61 of 2023 ------ 1. Union of India through the Secretary, Ministry of Coal, Government of India, having its office at 120, 1st floor, F-wing, Shahstri Bhawan, P.O. & P.S.-New Delhi, District-New Delhi 2. Nominated Authority, Ministry of Coal, Government of India, having its office at 120, 1st floor F-wing, Shahstri Bhawan, P.O. & P.S.-Shastri Bhawan, District-New Delhi …. …. Respondents/Appellants Versus 2025:JHHC:31616-DB 2 LPA Nos.67 & 61 of 2023 1. JSW Steel Ltd., a Company Incorporated under the Companies Act, 1956, having its registered office at JSW Center, Bandra Kurla Complex, P.O. & P.S. Bandra East District Mumbai, and it’s Project Office at B-236, Ground Floor, Road No.3, Ashok Nagar, P.O. Ashok Nagar, P.S. Argora, District-Ranchi, through its authorized representative and Associate Vice President-Projects, Sri Dhananjay Kumar Sinha, son of Sri Upendra Nath Sinha, aged about 55 years, resident of Flat No.201, Shakti Apartment, Ashokpuram, P.O. Ashok Nagar, P.S. Argora, District Ranchi. 2. Dhananjay Kumar Sinha, son of Sri Upendra Nath Sinha, aged about 55 years, resident of Flat No.201, Shakti Apartment, Ashokpuram, P.O. Ashok Nagar, P.S. Argora, District Ranchi. .... .... Petitioners/Respondents CORAM : HON’BLE MR. JUSTICE SUJIT NARAYAN PRASAD HON’BLE MR. JUSTICE ARUN KUMAR RAI ------ For the Appellants : Mr. Prashant Pallav, DSGI Ms. Shivani Jaluka, Advocate For the Respondents : Mr. Indrajit Sinha, Advocate Mr. Rohitashya Roy, Advocate Mr. Vibhor Mayank, Advocate Mr. Shivam Kumar, Advocate Ms. Oishi Das, Advocate ------ C.A.V. on 23.09.2025 Pronounced on 13/10/2025 Per Sujit Narayan Prasad, J. Prayer 1. Both these appeals, preferred by the Union of India under Clause-10 of the Letters Patent, are directed against the common order/judgment dated 06.12.2022 passed in W.P.(C) No.1128 of 2020 (impugned in L.P.A. No.67 of 2023) and W.P.(C) No.1126 of 2020 (impugned in L.P.A. No.61 of 2023), whereby and whereunder, the writ petitions have been disposed of by quashing 2025:JHHC:31616-DB 3 LPA Nos.67 & 61 of 2023 the show cause notices issued by the Deputy Secretary being the Nominated Authority, Ministry of Coal, Govt. of India with a liberty to pass order afresh. Factual Matrix 2. Since, similar facts and prayers have been made in both the cases as such for the sake of convenience, the brief facts of one of the cases, i.e., L.P.A. No.67 of 2020 arising out of W.P.(C) No.1128/2020, is being referred hereinbelow. 3. The brief facts of the case, as per the pleading made in the writ petition [W.P.(C) No.1128/2020], requires to be enumerated, which read as under: - (i) It is the case of the writ petitioner that the petitioner is a company registered under the Companies Act, 1956. (ii) The petitioner proposes to set up an integrated steel plant in Jharkhand. The State of Jharkhand and the petitioner had entered into a Memorandum of Understanding on 09.11.2005 in terms of which the Government of Jharkhand had assured to provide all assistance to the petitioner inter alia in acquiring land, getting mining lease etc. (iii) The Hon’ble Apex Court vide its judgment dated 25.08.2014 and 24.09.2014 passed in Manohar Lal Sharma vs. The Principal Secretary & Ors., (2014) 9 SCC 516, had de- allocated 214 Coal Blocks which were previously allocated by the Ministry of Coal, Government of India including the Moitra Coal Block which allocated to the prior allottee. 2025:JHHC:31616-DB 4 LPA Nos.67 & 61 of 2023 (iv) Subsequent to the aforesaid judgment, an ordinance was promulgated by his Excellency the President of India, being Coal Mines (Special Provisions) Ordinance, 2014.Thereafter, the Coal Mines (Special Provisions) Act, 2015 was brought into force retrospectively from 21.10.2014 and in terms thereof the Central Government has also framed Coal Mines (Special Provisions) Rules, 2014. (v) After passing of the Act by the Parliament, fresh bidding was conducted for allocation of the different Coal Blocks in which the petitioner had also participated. In the auction, Moitra Coal Block was allocated to the petitioner. (vi) Pursuant thereof, an agreement was executed between His Excellency the President of India, acting through the Central Government represented by the Nominated Authority and the petitioner on 17.03.2015 in terms of Rule- 13(5) of the Coal Mines (Special Provisions) Rules, 2014 and the said agreement is termed as “Coal Mines and Development and Protection Agreement”. (vii) Pursuant to the aforesaid agreement, the petitioner was required to furnish a bank guarantee of Rs. 1,715,803,210.00 in terms of Clause 6.1 of the agreement, the petitioner accordingly furnished a bank guarantee of Rs. 1,715,803,210.00 dated 26.03.2015. (viii) The Government of India through Office of Nominated Authority, Ministry of Coal, issued a vesting order no. 2025:JHHC:31616-DB 5 LPA Nos.67 & 61 of 2023 104/21/2015/NA dated 22.04.2015 in terms of Section 8(4) of the Act of 2015, read with Rule 7(2)(b) and Rule 13(1) of the Rules of 2014, in favour of the petitioner by virtue of which all rights, title and interest of the prior allottee in and over the land (including land compensatory afforestation) and mine infrastructure of the prior allottee vested in the petitioner free from all encumbrances. (ix) The Moitra Coal Block was earlier allocated to M/s Jayaswal Neco Industries Ltd. For the purpose of working the coal block, the prior allottee had purportedly acquired 242.55 acres of land within the coal block area comprised within 10 villages in the District of Hazaribagh within the State of Jharkhand. (x) The prior allottee had also acquired a total area of 266.17 acres of land in the district of Dhanbad, Garhwa, Gumla and Palamau for the purpose of Compensatory Afforestation. (xi) The said CMDPA was amended on 06.05.2015 whereby the efficiency parameter was rescheduled. (xii) In terms of the provisions of Section 8(4) of the Act of 2015, once a vesting order is issued in terms of Rule 7(2)(b) and Rule 13(1) of the Rules of 2014, all the rights, title and interest of the prior allottee in an over the land and mining infrastructure stand fully and absolutely transferred and vested in the successful bidder, i.e., the petitioner free from all encumbrances. (xiii) Therefore, the land purchased by the prior allottee in connection to Moitra Coal Project stood statutorily transferred by 2025:JHHC:31616-DB 6 LPA Nos.67 & 61 of 2023 way of legal fiction in favour of the petitioner. (xiv) The respondent No. 1 vide its letter dated 19.05.2015 had categorically directed the Chief Secretary, Government of Jharkhand for transfer of all licenses of the prior allottee in favour of the successful bidder including mutation of the land without any delay and with no extra liability. (xv) After the issuance of the vesting order, the petitioner made several representations before the concerned respondent authorities through its letters dated 03.06.2015 and 10.07.2015 requesting the respondent authorities to transfer and mutate the land held by the prior allottee both within the mining lease area and land for compensatory afforestation, in favour of the petitioners, otherwise the petitioner will be rendered incapacitated to comply with the efficiency parameter contained in Schedule-E of the CMDPA. (xvi) The State of Jharkhand in order to resolve the issue relating to transfer and mutation of the vested land, constituted a committee headed by the Chief Secretary of the State, which in a meeting held on 10.08.2015 had proposed to realize stamp duty and registration charges by executing a registered deed of transfer. (xvii) While the decision regarding payment of registration fee and stamp duty was pending, the petitioner vide its letter dated 04.09.2015 had apprised the State of Jharkhand that the vesting order is issued in terms of Rule-7(2)(b) and Rule-13(1) of 2025:JHHC:31616-DB 7 LPA Nos.67 & 61 of 2023 the Coal Mines (Special Provision) Rules, 2014 as per which the land and mining infrastructure stand fully and absolutely transferred and vested in favour of the successful bidder, i.e., the petitioner. (xviii) The respondent No. 1 once again through its letter being letter No. F. No. 13016/36/2015-CA-III dated 13.10.2015 clarified that the entire land owned by the prior allottee whether the same was previously owned and/or acquired by the government and transferred to the prior allottee or purchased by the prior allottee have directly vested in favour of successful bidder, i.e., the petitioner in the present case as per Section 8(4) read with Section 3(1)(p) of the Act of 2015 and the same is required to be transferred and mutated in favour of the successful allottee without any extra liability. (xix) In the said letter dated 13.10.2015, the respondent No. 1 had specifically mentioned that any guideline which stipulates payment of sum to the Government on the basis of assessment of present value of land are not applicable in the case of vesting done under the Coal Mines Special Provision Act. It was also stated that the special act has an overriding effect on any other law which is inconsistent with or in contravention to the provision of the Coal Mines Special Provision Act as such the same will prevail over any rules or guidelines. (xx) The petitioner made a representation dated 24.11.2015 before the Ministry of Coal, Government of India that 2025:JHHC:31616-DB 8 LPA Nos.67 & 61 of 2023 the Government of Jharkhand is intending to take a decision to charge stamp duty and registration fee for the transfer of land from the prior allottee to the petitioner ignoring the fact that the same has already been vested upon the petitioner by legal fiction and an Act of legislature, as such the decision to that effect will be totally inconsistent and contrary to the notification issued by the Ministry of Coal. (xxi) The Govt. (xxi) The Govt. of Jharkhand through Department of Land Revenue, Registration and Land Reforms issued notification no.5281 dated 26.11.2015 specifying that the land owned by the prior allottee will be transferred and mutated in favour of the successful bidder, i.e., the petitioner on payment of registration fee and stamp duty over the present valuation of the land. (xxii) The petitioner made a representation dated 10.03.2016 requesting the concerned respondent for their intervention and support on expeditious transfer and mutation of the land in favour of the petitioner. The petitioner has specifically informed that delay in transfer and mutation of the vested land will adversely affect in achieving the milestone. (xxiii) It is the case of the petitioner that the respondents have not responded to the representations made by the petitioner. In spite of repeated requests and representations made by the petitioner, the Govt. of Jharkhand failed to take any positive step for complying with the clarification issued by the Ministry of Coal, Govt. of India and the petitioner did not receive 2025:JHHC:31616-DB 9 LPA Nos.67 & 61 of 2023 any favourable response from the State of Jharkhand till 25.05.2016. (xxiv) The State of Jharkhand vide its letter dated 25.05.2016 issued the direction after notification dated 26.11.2015 directing the petitioner to get the vested land transferred by way of a registered transfer deed and on payment of requisite stamp duty. (xxv) In order to avoid any further delay, the petitioner was compelled and constrained to enter into transfer of land vide 10 deeds of transfer executed on payment of the demanded stamp duty and registration charges. Therefore, the transfer of vested land within the mining lease area was affected by executing registered transfer deeds on 30.05.2016 on payment of stamp duty and registration fee. (xxvi) Meanwhile, the Deputy Commissioner, Hazaribagh has issued a communication dated 02.01.2016 wherein the petitioner has been informed that prior to mutation of the vested land, a permission under Section 49 of the CNT Act is required to be obtained and a proceeding under Section 49 of the CNT Act will be initiated with respect to the vested land and in this regard, the Circle Officer, Barkagaon, Hazaribagh had issued notice(s) to several persons who were the original owners of the land. (xxvii) The transfer and mutation of land for compensatory afforestation being major pre-requisite for achieving Stage-II Forest Clearances and subsequent execution of mining lease, the 2025:JHHC:31616-DB 10 LPA Nos.67 & 61 of 2023 petitioner made several representations before the concerned authorities for expediting the matter of transfer and mutation. However, the petitioner failed to fetch any favourable response from the concerned respondents. (xxviii) The petitioner had also represented before the concerned respondent for their intervention and support in achieving the Efficiency Parameter No.9, i.e., Forest Clerance and subsequent achievement of Efficiency Parameter No.12, i.e., Grant of Mining Lease well before eleven months from the schedule date of completion, i.e., on 24.03.2016. However, the concerned respondents never replied to the same. (xxix) The mining lease thereafter granted to the petitioner on 31.10.2019 but the same has not been executed. However, the respondents in their endeavour to shift the entire blame upon the petitioner started issuing show cause notices to the petitioner for not meeting the time schedule as provided under the efficiency parameter. (xxx) In this regard, the respondent nos.1 and 2 issued the first show cause notice dated 21.03.2017 for not meeting the timeline with respect to Forest Clerance. The said show cause notice was replied by the petitioner. (xxxi) Without considering the aforesaid reply of the petitioner, respondent nos.1 and 2 had again issued a show cause notice dated 19.02.2018 for not meeting the time schedule. The respondent nos.1 and 2 further informed the petitioner that 2025:JHHC:31616-DB 11 LPA Nos.67 & 61 of 2023 the petitioner is liable for an appropriation of 5 per cent of bank guarantee constituting performance security as per clause 6.3 and 10.3 of the CMDPA. The said cause notice was again replied by the petitioner vide its letter dated 03.08.2019. (xxxii) Thereafter, petitioner state that the aforesaid show cause notices is illegal and without jurisdiction. The petitioner has challenged the aforesaid show cause notices in the separate writ proceedings. (xxxiii) The petitioner has been served with another show cause notice dated 24.07.2019 blaming the petitioner for not being able to meet the time schedule as provided under the efficiency parameter contained in CMDPA. Consequently, the respondents have arbitrarily and unreasonable informed the petitioner that the petitioner is liable for an appropriation of 17 per cent of the bank guarantee constituting performance security as per clause 6.3 and 10.3 of the CMDPA. (xxxiv) Being aggrieved with the aforesaid, writ petitions being W.P.(C) Nos.1126, 1127 and 1128 of 2020 have been filed and the same have been allowed by the learned Single Judge of this Court, which is the subject matter of the instant appeals. Submissions of the learned counsel for the Appellants-U.O.I. 4. Mr. Prashant Pallav, learned counsel for the appellants-U.O.I. has taken the following grounds in assailing the impugned judgment: - (i) Learned Single Judge has not taken into consideration the fact that the terms and 2025:JHHC:31616-DB 12 LPA Nos.67 & 61 of 2023 conditions as referred under Clause 6.2 of the Coal Mine Development and Production Agreement (in short ‘CMPDA’) for Moitra Coal Mine has not properly been appreciated, reason being that, due show cause notice has been issued as required to be issued under Clause 6.3 of the Agreement and as such, there was no need to have an opportunity at the stage of determination, as referred under Clause 6.2 of the Agreement. (ii) It has been contended that the writ petitioners have submitted to the jurisdiction of the Nominated Authority, in pursuance to the show cause notice issued in the light of Clause 6.3 of the Agreement without raising the issue of non- compliance of the issue of determination, as referred under Clause 6.2 of the Agreement. (iii) The ground has been taken that once the respondents-writ petitioners have submitted to the jurisdiction of the concerned authority, it is not available for the respondents-writ petitioners to take the ground that merely because the determination is not there, as required to be there under Clause 6.2 of the Agreement, the decision so taken by the authority, suffers from infirmity. 2025:JHHC:31616-DB 13 LPA Nos.67 & 61 of 2023 (iv) The ground has been taken that the authority while considering the response furnished on behalf of the writ petitioners in pursuance to the show cause notice issued in terms of Clause 6.3 of the Agreement, has taken into consideration the issue of waiver or appropriation depending upon the factual aspect, as also, depending upon the said response. Therefore, the issue is still left open by the authority and after getting the report from the State, the issue either of waiver or appropriation is to be considered and in case, the State will not forward its report, then, the Nominated authority will decide the issue of waiver or appropriation of amount, therefore, it cannot be said that any prejudice has been caused to the writ petitioner. (v) Learned counsel for the appellant, based upon the aforesaid grounds, has submitted that the learned Single Judge since has not taken into consideration these aspects of the matter, hence, the impugned order requires interference. Submissions of the learned counsel for the Respondents-writ petitioners 5. Per contra, Mr. Indrajit Sinha, learned counsel for the respondents-writ petitioners has submitted that it is a case where 2025:JHHC:31616-DB 14 LPA Nos.67 & 61 of 2023 the terms and conditions of the bilateral contract in pursuance to the Coal Mine Development and Production Agreement has not been complied with, which aspect of the matter has been taken into consideration by the learned Single Judge and based upon the same, the order impugned passed by the authority, has been interfered with. 6. The contention which has been raised of no prejudice having been caused to the writ petitioners, cannot be said to be acceptable and it is not acceptable at all, reason being that, when the terms and conditions of the contract is available, then, it is the bounden duty of the parties to comply with the terms and conditions of the contract, there cannot be any go-by to the terms and conditions of the agreement. 7. It has been contended that in the agreement, it has been taken care of, the opportunity is to be provided to the respondents-writ petitioners before taking the decision of the appropriation of the performance security at two stages, i.e., at the stage of condition stipulated under Clause 6.2 and 6.3 of the Agreement. Clause 6.2 provides the issue of determination of the laches committed on the part of the respondents-writ petitioners and on the basis of such determination, the penal action is required to be taken in view of the terms and conditions stipulated under Clause 6.3 of the Agreement. 8. The argument therefore has been advanced that directly taking action in view of the provision of Clause 6.3 after issuance of 2025:JHHC:31616-DB 15 LPA Nos.67 & 61 of 2023 show cause notice to the writ petitioners, the vital right of the issue of determination as required to be there in view of Clause 6.2 of the Agreement, has been taken away and thereby, the petitioners have been deprived to have one opportunity to put their defence. 9. Learned counsel, based upon the aforesaid grounds, has submitted that if the learned Single Judge after taking into consideration these issues, has interfered with the impugned judgment by passing the judgment dated 06.12.2022 (impugned in the instant memo of appeals), the same cannot be said to suffer from an error. Response of the learned counsel for the appellants-U.O.I. 10. Learned counsel for the appellants has submitted, in response to the argument, that once the respondents-writ petitioners have submitted to the jurisdiction of the authority, the issue of non- compliance of the condition stipulated under Clause 6.2 is not available to be agitated and the same is not having force, reason being that, even if the response has been given but the terms and conditions of the contract, cannot be diluted merely on account of furnishing the reply in terms of Clause 6.3 of the Agreement. Analysis 11. We have heard the learned counsel for the parties and gone through the finding recorded by the learned Single Judge in the impugned judgment. 12. This Court, on consideration of the arguments advanced on 2025:JHHC:31616-DB 16 LPA Nos.67 & 61 of 2023 behalf of the parties and the pleading as available in the paper book as also the finding recorded by the learned Single Judge, needs to consider the following issues; (i) Whether merely because the respondents-writ petitioners have submitted to the jurisdiction of the authority in terms of the show cause notice issued under Clause 6.3, they are seized to agitate the deprivation of their right to be heard at the time of determination, as required to be there under Clause 6.2 of the Agreement. (ii) Whether skipping from the consideration of the issue of determination as per the condition stipulated under Clause 6.2 of the Agreement, if the appellants straightaway take the recourse of Clause 6.3, will it be said to be proper on the part of the appellants and in these circumstances, will it not be said to cause the prejudice to the writ petitioners. 13. Both the issues are interlinked and as such, the same are being taken up together. 14. But, before considering the aforesaid issues, this Court is of the view that the settled position of law on the issue of deviation from the terms and conditions of the Contract, needs to be referred herein. 15. It is the settled position of law that terms and condition of the contract is strictly to be adhered to and any condition contained 2025:JHHC:31616-DB 17 LPA Nos.67 & 61 of 2023 therein, if allowed to be flouted, the same to be contrary to the terms and conditions and will amount to re-writing the terms and conditions of the contract. 16. The Hon'ble Apex Court in the case of Rakesh Kumar Verma Vrs. HDFC Bank Ltd., 2025 INSC 473 has categorically observed that a concluded contract pre supposes the existence of at least two parties with mutual rights and obligations and once a concluded contract comes into existence, it is axiomatic that such rights and obligations of the parties are governed by the terms and conditions thereof. 17. Further, it requires to refer herein the settled position of law that once the parties have accepted the terms and conditions of lease or any agreement, it binds the parties and there cannot be any breach of terms and conditions. Reference in this regard may be made to the judgment rendered by the Hon'ble Apex Court in the case of Tamil Nadu Electricity Board and Another vs. N. Raju Reddiar and Another, reported in (1996) 4 SCC 551 wherein it has been held that it must be borne in mind that the agreement between the parties was a written agreement and therefore the parties are bound by the terms and conditions of the agreement. 18. Further, the law is well settled that once the terms and conditions of the agreement have been accepted by the parties, it is not available to them to assail the same, reference 2025:JHHC:31616-DB 18 LPA Nos.67 & 61 of 2023 in this regard may be made to the judgment rendered by Hon'ble Apex Court in the case of Panna Lal and Others v. State of Rajasthan and Others, reported in (1975) 2 SCC 633 wherein it has been held that the licensee having voluntarily accepted the contract and after having fully exploited to its advantage the contract to the exclusion of other, cannot resile from the contract and cannot challenge the terms either on the ground of inconvenient 19. It requires to refer herein the settled position of law that if any terms and conditions have been agreed upon by the parties the same cannot be relaxed by the High Court sitting under Article 226 of the Constitution of India otherwise it will amount to re-write the terms and conditions of contract as has been held in the case of Union Territory of Pondicherry and Ors Vs. P.V. Suresh and Ors., reported in (1994) 2 SCC 70 wherein at paragraph 11 it has been held that the Court has no jurisdiction to alter the terms or rewrite the contract between the parties, for ready reference the same is being quoted as under: "11. In the circumstances of this case, .......................... Otherwise, the Court has no jurisdiction to alter the terms or rewrite the contract between the parties.” 20. In the case of Polymat India (P) Ltd. and Anr. Vs. National Insurance Co. Ltd. and Ors., reported in (2005) 9 SCC 174 2025:JHHC:31616-DB 19 LPA Nos.67 & 61 of 2023 wherein, the Hon'ble Apex Court by taking aid of the judgment rendered in the case of United India Insurance Co. Ltd. Vs. M.K.J. Corp., reported in (1996) 6 SCC 428 has been pleased to observe that "after the completion of the contract, no material alteration can be made in its terms except by mutual consent”. 21. Adverting to the factual aspect of the present case, in the premises of the settled position of law that there cannot be any deviation from the terms and conditions once the contract has been entered in between the parties, the relevant conditions of the agreement, which is relevant for the present lis require reference in the present context are Clause 6.2 and Clause 6.3, for ready reference, the same are being quoted as under:- “6.2 Events for appropriation of the Performance Security 6.2.1. The Performance Security may be appropriated by the Nominated Authority upon occurrence of any of the following events (the “Appropriation Event”), to be determined by the Nominated Authority in its sole discretion: (a) failure of the Successful Bidder to provide the duly acknowledged duplicate copy of the Vesting Order as required under Clause 4.6; (b) failure of the Successful Bidder to make payment of the first instalment, second instalment or the third instalment of the Upfront Amount within the specified in Clause 3.1(b), Clause 5.2.2 or Clause 5.2.3, respectively; (c) failure of submission of Commencement Plan within the time specified in Clause 5.1.1. (d) failure of the Successful Bidder to comply with the Efficiency Parameters as required under Clause 10; (e) any change in Control or transfer of right, title or interest in the Coal Mine which is not in conformity with Clause 13; 2025:JHHC:31616-DB 20 LPA Nos.67 & 61 of 2023 (f) failure to make payment of the Monthly Payment in accordance with this Agreement; (g) any utilization of coal which is in conformity with Clause 8; or (h) any other breach or non-compliance of any of the provisions of this Agreement including in case of the Warranties being untrue or misleading or incorrect in any manner whatsoever. 6.2.2 Provided however that in the event an Appropriation Even has occurred solely on account of an Event of Force Majeure which could not have been mitigated by the Successful Bidder through Good Industry Practice as provided in Clause 23, then the Performance Security shall not be appropriated for such specific Appropriation Event. 6.3. Manner of appropriation of the Performance Security 6.3.1 Upon occurrence of an Appropriation Event, to be determined by the Nominated Authority, the Nominated Authority shall have the unconditional right to appropriate the Performance Security by providing a written notice to the Successful Bidder in the following proportion: # Appropriation Event Amount of the Performance Security appropriated 1. Failure of the Successful Bidder to provide the duly acknowledged duplicate copy of the Vesting Order as required under Clause 4.6 Entire Performance Security. 2. Failure of the Successful Bidder to make payment of the first instalment, second instalment or the third instalment of the Upfront Amount within the time specified in Clause 3.1(b), Clause 5.2.2 or Clause 5.2.3, respectively An amount equal to the first instalment, and/or second instalment and/or third instalment of the Upfront Amount together with 12% per annum simple interest on such amount starting from the date on which such amount was due and until the date of appropriation of the Performance Security. 2025:JHHC:31616-DB 21 LPA Nos.67 & 61 of 2023 3. Failure of submission of Commencement Plan within the time specified in Clause 5.1.1 An amount equal to 10% of the Performance Security 4. Failure of the Successful Bidder to comply with the Efficiency Parameters as required under Clause 10 Such Per cent of the Performance Security for each failure to comply with the Efficiency Parameters as specified in SCHEDULE E. 5. Any change in Control or transfer of right, title or interest in the Coal Mine which is not in conformity with Clause 13 Entire Performance Security. 6. Any utilization of coal which is not in conformity with Clause 8 Entire Performance Security. 7. Failure of the Successful Bidder to make payment of the Monthly Payment The amount of Monthly Payment due and payable, along with a simple interest of twelve per cent per annum starting from the date on which such amount was due and until the date of appropriation of the Performance Security. 8. Any other breach or non-compliance with any of the provisions of this Agreement, including in case of the Warranties being untrue or misleading or incorrect in any manner whatsoever. Such proportion as may be determined by the Nominated Authority in its sole discretion. 6.3.2 Any Appropriation Even resulting in appropriation of the entire Performance Security shall be Termination Event for the purposes of Clause 24 (EFFECTIVE DATE, TERM AND TERMINATION) 6.3.3 In the event of a part appropriation of the Performance Security, the Successful Bidder shall be required to: (i) rectify the Appropriation Event; and (ii) top-up the bank guarantee constituting the Performance Security within fifteen Business Days of receipt of a notice under Clause 6.3.1, failure to do so shall be a Termination Event for the purposes of Clause 24 (EFFECTIVE DATE, TERM AND TERMINATION). Appropriation Event except as 2025:JHHC:31616-DB 22 LPA Nos.67 & 61 of 2023 mentioned in clause 6.2.1 (d) shall be rectified within seven Business Days of receipt of a notice under Clause 6.3.1. Appropriation Event mentioned in clause 6.2.1 (d) shall be rectified within the time specified in SCHEDULE E. 6.3.4 In the event that on account of one or more Appropriation Events, an amount equal to hundred per cent of the Performance Security is appropriated in aggregate in one or more instances, the same shall be Termination Event for the purposes of Clause 24 (EFFECTIVE DATE, TERM AND TERMINATION).” 22. It is evident from the condition stipulated under Clause 6.2 that in case of any lapses on the part of the second party, the Nominated Authority is first to determine the liability. 23. Clause 6.3 stipulates that after such determination the initiation will be taken for appropriation of the performance security. 24. This Court, after going through the condition stipulated under Clause 6.2 and Clause 6.3, is of the view that both the Clauses are to be read together, since, the condition stipulated under Clause 6.3 is the consequence by taking action depending upon the issue of determination of the liability, as per the condition stipulated under Clause 6.2 of the Agreement. 25. The word “determined” under Clause 6.2 is having bearing which means that the issue of liability of the second party is to be decided for the purpose of taking initiation for appropriation of the performance security as per the condition stipulated under Clause 6.3. 26. It cannot be denied and also not disputed that when any liability is being determined then incumbent upon the authority, would be to call upon the party against whom any liability is being determined so as to follow the principle of natural justice. 2025:JHHC:31616-DB 23 LPA Nos.67 & 61 of 2023 27. At this juncture, Mr. Prashant Pallav, learned counsel appearing for the appellants-U.O.I. has submitted that there is no reference of following the principle of natural justice as under Clause 6.2. 28. But, this Court is not impressed with such argument, reason being that, when the issue of liability is being determined then if the same is going to lead the civil consequence, which cannot be assessed at the initial stage, rather, the same can only be assessed after considering the response of the party concerned and for which, the mandatory requirement would be to call upon such party to put-forth his defence. 29. It requires to refer herein that even if there is no statutory provision requiring an opportunity to be given, in order to follow the cardinal principle of natural justice, an opportunity of hearing is to be given to the party concerned who is going to be adversely affected, reference in this regard may be made to the judgment rendered by the Hon’ble Apex Court in the case of Mrs. Maneka Gandhi Vrs. Union of India and Anr., reported in (1978) 1 SCC 248, wherein, the proposition has been laid down that even if there is no statutory provision requiring an opportunity to be given, in order to follow the cardinal principle of natural justice, an opportunity of hearing is to be given to the party concerned who is going to be adversely affected. 30. Such decision has been given by the Hon’ble Apex Court while dealing with Section 10(3) of the Indian Passport Act, wherein, the validity of the said provision was challenged on the ground 2025:JHHC:31616-DB 24 LPA Nos.67 & 61 of 2023 that there is no provision to provide an opportunity of hearing before impounding the passport. However, the Hon’ble Apex Court has upheld the constitutional validity of the said provision, but has laid down the proposition that even if there is no provision or stipulation made in the statutory provision, then also, it will be the bounded duty of the concerned authority to provide opportunity of hearing before taking any adverse decision, for ready reference, the relevant paragraph of the said judgment needs to be referred, which reads as under:- “9. We may commence the discussion of this question with a few general observations to emphasise the increasing importance of natural justice in the field of administrative law. Natural justice is a great humanising principle intended to invest law with fairness and to secure justice and over the years it has grown into a widely pervasive rule affecting large areas of administrative action. Lord Morris of Borth-y-Gest spoke of this rule in eloquent terms in his address before the Bentham Club: “We can, I think, take pride in what has been done in recent periods and particularly in the field of administrative law by invoking and by applying these principles which we broadly classify under the designation of natural justice. Many testing problems as to their application yet re-remain to be solved. But I affirm that the area of administrative action is but one area in which the principles are to be deployed. Nor are they to be invoked only when procedural failures are shown. Does natural justice qualify to be described as a ‘majestic’ conception? I believe it does. Is it just a rhetorical but vague phrase which can be employed, when needed, to give a gloss of assurance? I believe that it is very much more. If it can be summarised as being fair-play in action — who could wish that it would ever be out of action? It denotes that the law is not only to be guided by reason and by logic but that its purpose will not be fulfilled; it 2025:JHHC:31616-DB 25 LPA Nos.67 & 61 of 2023 lacks more exalted inspiration. And then again, in his speech in the House of Lords in Wiseman v. Borneman, the learned Law Lord said in words of inspired felicity: “... that the conception of natural justice should at all stages guide those who discharge judicial functions is not merely an acceptable but is an essential part of the philosophy of the law. We often speak of the rules of natural justice. But there is nothing rigid or mechanical about them. What they comprehend has been analysed and described in many authorities. But any analysis must bring into relief rather their spirit and their inspiration than any precision of definition or precision as to application. We do not search for prescriptions which will lay down exactly what must, in various divergent situations, be done. The principles and procedures are to be applied which, in any particular situation or set of circumstances, are right and just and fair. Natural justice, it has been said, is only ‘fair play in action’. Nor do we wait for directions from Parliament. The common law has abundant riches: there may we find what Byles, J., called ‘the justice of the common law’ ”. Thus, the soul of natural justice is “fair-play in action” and that is why it has received the widest recognition throughout the democratic world. In the United States, the right to an administrative hearing is regarded as essential requirement of fundamental fairness. And in England too it has been held that “fair-play in action” demands that before any prejudicial or adverse action is taken against a person, he must be given an opportunity to be heard. The rule was stated by Lord Denning, MR in these terms in Schmidt v. Secretary of State or Home Affairs — “where a public officer has power to deprive a person of his liberty or his property, the general principle is that it has not to be done without his being given an opportunity of being heard and of making representations on his own behalf”. The same rule also prevails in other Commonwealth countries like Canada, Australia and New Zealand. It has even gained access to the United Nations (vide American Journal of International Law, Vol. 67, p. 479). Magarry, J., describes natural justice “as a distillate of due process of law” (vide Fontaine v. Chastarton16). It is the 2025:JHHC:31616-DB 26 LPA Nos.67 & 61 of 2023 quintessence of the process of justice inspired and guided by “fair-play in action”. If we look at the speeches of the various Law Lords in Wiseman case it will be seen that each one of them asked the question “whether in the particular circumstances of the case, the Tribunal acted unfairly so that it could be said that their procedure did not match with what justice demanded”, or, was the procedure adopted by the Tribunal “in all the circumstances unfair?” The test adopted by every Law Lord was whether the procedure followed was fair in all the circumstances and “fair-play in action” required that an opportunity should be given to the taxpayer “to see and reply to the counter-statement of the Commissioners” before reaching the conclusion that “there is a prima facie case against him”. The inquiry must, therefore, always be: does fairness in action demand that an opportunity to be heard should be given to the person affected?” 31. This Court, therefore, is of the view that merely because there is no reference to provide an opportunity of hearing to the writ petitioners under Clause 6.2, the vital right of putting their defence at the stage of determination of liability cannot be taken away, otherwise, the same will violate the principle of natural justice. 32. Clause 6.3 is the consequence of the issue of determination which is to be done as per the condition stipulated under Clause 6.2 of the Agreement. 33. Initiation which is to be taken under Clause 6.2 of the Agreement is to be based upon the determination of the liability of appropriation of the performance security and for which also, depending upon the outcome of the issue of determination as per Clause 6.2 of the Agreement, a fresh show cause notice is to be 2025:JHHC:31616-DB 27 LPA Nos.67 & 61 of 2023 given to the party concerned. 34. However herein, show cause notice has been given in terms of Clause 6.3 of the Agreement which has been responded by the respondents-writ petitioners and for that reason, the ground has been taken that the writ petitioners have submitted to the jurisdiction of the authority concerned and hence, the writ petitioners are seized to agitate the issue of non-compliance of the condition stipulated under Clause 6.2 of the Agreement. 35. This Court, is of the view that merely because the petitioners have responded to the response given in view of Clause 6.3, they will not seize in agitating the issue of laches committed on the part of the appellants in depriving the petitioners in providing the opportunity of being heard by issuance of show cause notice at the stage of determination. 36. The issue of natural justice has been held to be instinct and if not followed, then the same will be said to be in the teeth of Article 14 of the Constitution of India and in that view of the matter, even if the writ petitioners have submitted to the jurisdiction by submitting response to show cause notice in terms of Clause 6.3, the issue of having no opportunity of hearing at the stage of determination is being in the teeth of Article 14 of the Constitution of India and hence, the contention which has been raised that merely because the writ petitioners have submitted to the jurisdiction of the Nominated Authority in terms of show cause notice issued under Clause 6.3, will seize to agitate the non- 2025:JHHC:31616-DB 28 LPA Nos.67 & 61 of 2023 determination of the issue as required to be determined in view of Clause 6.2 of the Agreement, is having no foundation. Hence, such argument is hereby, rejected. 37. Hence, such argument is hereby, rejected. 37. Further, if the stage of Clause 6.2 and Clause 6.3, the proceeding is at two stages and if the petitioners will be deprived from their right to have opportunity at the stage of Clause 6.2 of the Agreement, then, petitioners will lose one opportunity and straightaway, the party concerned will have to jump to the stage of condition stipulated under Clause 6.3 of the Agreement. 38. The law is well settled that if the terms and conditions of the agreement has been provided, the same are to be adhered to in strict sense and there cannot be any deviation and if the deviation will be permitted, then, the same will amount to re-writing the terms of the Contract, which is not permissible. Otherwise also, deviating from the terms and conditions will amount to relaxation in the terms and conditions, which is also not permissible once the agreement has been entered in between the parties. 39. Accordingly, both the issues are being answered. 40. This Court, adverting to the impugned judgment, has found that the learned Single Judge has taken into consideration before the recourse of Clause 6.3, it was mandatory requirement to follow the condition required under Clause 6.2 with regard to the performance security, the said consideration has been given in terms of the condition stipulated in the Agreement. 41. This Court, considering the finding so recorded in the impugned 2025:JHHC:31616-DB 29 LPA Nos.67 & 61 of 2023 judgment and based upon the discussions made hereinabove, is of the view that the judgment impugned needs no interference. 42. Accordingly, the instant appeals fail and are, dismissed. 43. Pending interlocutory application(s), if any, stands disposed of. (Sujit Narayan Prasad, J.) I Agree (Arun Kumar Rai, J.) (Arun Kumar Rai, J.) 13/10/2025 Rohit/-A.F.R. Uploaded on 14.10.2025