M/S ANANTAA-MRKR-ARINFRA (JV) PVT. LTD. v. OIL AND NATURALGAS CORPORATION LIMITED

1. The Petitioner has filed the present writ petition being aggrieved by thedecision of theRespondent No. 1/ONGC dated 29.07.2025 [‘impugned decision’] to disqualify its bid in Tender No. ZV9SC25002, issued on 06.03.2025 for the Jetty Revamping Project. The impugned decision proceeds on the premise that the Petitioner failed to submit a valid GST certificatealong with its bid thus non-compliance of Clause No. 10.5.[1] of theInstructions to Bidders [‘ITB’] at Annexure-I of the Tender Document and Clause 4 (j) of the Bid Evaluation Criteria [‘BEC’]. Factual Matrix

2. Facts relevant to the adjudication of the present writ petition are as under: - 2.[1] The Petitioner is a joint venture company engaged in infrastructure development. Pursuant to the tender issued on 06.03.2025, the Petitioner submitted its bid within the prescribed timelines along with all requisite documents. At the time of submission of the bid on 19.06.2025, the Petitioner’s GST registration was under process, and the Application Reference Number [‘ARN’] dated 03.06.2025 bearing number A360625004822D along with an undertaking dated 03.06.2025 was providedby thePetitioner pursuant to the GST requirements at Clause NO. 10.5.[1] of ITB and Clause 4(j) of BEC of the bid. Subsequently, the Petitioner obtained a permanent GST Registration Certificate issued on 23.06.2025. 2.[2] The Respondent, through emails dated 07.07.2025 and 12.07.2025, disqualified thePetitioner on thegroundof non-submission of a valid GST certificate. The Petitioner availed the one-time representation mechanism and submitted a detailed representation dated 15.07.2025, enclosing the permanentGST certificateand an officialclarification dated 14.07.2025, by theAssistantCommissioner (ST), GovernmentofTelangana, affirming that the ARN is a valid document for tender participation. 2.[3] It is stated that despite the Petitioner’s compliance, the Respondent rejected thePetitioner’sbid vide the impugned decision dated 29.07.2025, on the ground thata valid GST certificatewas not submitted along with the bid. The Petitioner contends that this finding is ex facie erroneous and contraryto the record, as the ARN constitutes valid interim proof of GST registrationunder law, and the permanent GST certificate was issued well before the Respondent raised any query. Submissions by the Petitioner

3. Mr. Rakesh Tiku, learned senior counsel for the Petitioner submits that therejection is ex facie arbitrary, contraryto therecord, violative of the tender conditions, andinfringes Articles 14 and 19(1)(g)of the Constitution. 3.[1] He assertsthatPetitionerhas complied with alltheGST requirements; as it applied for GST registration on 03.06.2025 and obtained an ARN on thesame day, which is a statutory acknowledgment of a valid application; and it also furnished an undertaking dated03.06.2025to providethe GSTIN and subsequentlyobtainedtheGST registrationon 23.06.2025, prior to any evaluation or objection by the Respondent. 3.[2] He further submitsthatARN is statutorily recognized as valid proof of GST applicationand is sufficient for participation in tender processes, as clarified by the AssistantCommissioner (ST) vide letter dated 14.07.2025. He submits thatthe distinctionbetween ARN and GST certificate is merely procedural, and once GSTIN was granted, any perceived deficiency stood cured. It is argued that a hyper-technical approach defeating substantive compliance is impermissible in law[1]. 3.[3] He contends that the Respondent has mischaracterised the tender conditionsby treatingsubmission ofa GST certificate as a rigid, mandatory pre-bid requirement, however, a holistic reading of the tender document shows thatGST compliancecould be establishedeither through a certificate or an undertakingand even permitted deferredsubmission. He submits that thePetitioner satisfied bothmodesby submittingARN, an undertaking, and later theGSTIN, and therefore, theconditionis at best directoryand curable, and not a ground for outright rejection. 3.[4] He submits that theRespondent hadthepowerto seek clarifications, it failed to exercise such power fairly despite the Petitioner furnishing all requisite information. 3.[5] He further argues thattherejection led to elimination of competition, resultingin a single-bid situationand award ofthecontractat a significantly higher price, causing prejudice to the public exchequer. He invokes the doctrine of substantial compliance, submitting that any minor deficiency stood cured well before evaluation and could not justify disqualification.

1 Reliance is placed on ‘Poddar Steel Corporation v. Ganesh Engineering Works’, (1991) 3 SCC 273, at paragraph nos. 6 and 7. 3.[6] He submits thattherejection is arbitrary, disproportionate, and legally unsustainable, seeking setting aside of the impugned decision with a direction to treatits bid as responsiveand consider it in the tender process. Submissions by the Respondent No. 1

4. Mr. Chetan Sharma, learned counsel for Respondent No. 1 submits that the requirement of submitting a valid GST Registration Certificate along with the bid is a mandatory and essential condition of the tender; reliance is placed on Clause No. 10.5.[1] of the ITB and Clause 4(j) of the BEC, which unequivocally stipulatethatfailureto furnish such a certificate renders thebid liable to rejection. He submitsthatit is an admitted position that thePetitioner did not submit a GST Registration Certificate by the bid closing date and instead relied on an ARN, which, according to the Respondent, is merely an acknowledgmentofapplicationand notequivalent to a registration certificate, therefore, the Petitioner’s bid was rightly rejected for non-compliance with an essential eligibility condition. 4.[1] He further contends that the distinction between ARN and a GST RegistrationCertificateis substantiveand rooted in thestatutory framework of the CGST Rules, 2017[‘CGST Rules’]. Hesubmits that as per Rule 8(5) of the CGST Rules, ARN only evidences a pendingapplication, and a GST certificate is issued upon due verification and approval by the authorities under Rule[9] of the CGST Rules. Judicialprecedents[2] have also recognized that an ARN cannotsubstitutea valid GST registration certificate. Heasserts that it duly communicated the reasons for rejection to the Petitioner, 2 ‘MDC Pharmaceuticals Pvt. Ltd. vs Employee Insurance Corporation’, 2025: DHC:797-DB, at paragraph nos. 12, 13, 16, 17; ‘ASR Hospitals vs State of Andhra Pradesh’, (2021) SCC Online AP 2969, at paragraph nos. 23-26. considered its representation, and even sought an expert opinion from the Corporate Finance Department [dated 21.07.2025, filed as Annexure R[1] with the written submissions], which confirmed that ARN is not a valid substitute. Hesubmits thattherefore, the decision was reasoned, informed, and not arbitrary. 4.[2] He submits that on the interpretation of tender clauses, the Respondentargues thatClause4(j) of BEC, requiring submission of a GST certificate, is a pre-qualification and non-negotiable condition, whereas Clause4(k) of BEC, which permits undertakings,operates only at the postaward stagein relation to invoicingand compliance for input tax credit. He submitsthattheseclausesfunctionin distinct fields and cannotbeconflated; in the absenceof GST registration,thebidder is legally incapable of issuing valid tax invoices, rendering any undertaking ineffective. He submits that the Petitioner’s attempt to rely on the undertaking clause to cure a fundamentaleligibility defect is thereforemisconceived and contrary to the scheme of the tender. 4.[3] He also submits that permitting bidders without a valid GST registration certificate to participate would create uncertainty and risk, particularlyin a high-valuetender involvingsubstantial public funds; since GST registration is subject to approval, there is no guarantee that an applicationwouldbeaccepted or processedin time, which could jeopardize contract execution. He submits that the tender conditions, therefore, justifiably require strict compliance at the bid stage to safeguard public interest. 4.[4] AddressingthePetitioner’srelianceon other clauses, he clarifies that Clause10.5.2ofthe ITB provides only a limited relaxation in cases where additionalGST registrationis required for theexecuting office in a different State, but it does not dispensewith themandatoryrequirementofpossessing and submittingat least one valid GST registration certificate at the time of bidding. He submitsthat in thepresentcase, thePetitioneradmittedly hadno GST registrationat all on the bid submission date, making it ineligible. He statesthatthe interpretationofthetender clauses advanced by the Petitioner is erroneous and contrary to the plain language of the tender. 4.[5] He further argues thatthetenderingauthority, being the author of the tender, is best placed to interpret its terms, and such interpretation should not be interfered with unless found to be arbitrary or perverse[3]; in the present case, the interpretation is consistent with the express terms and serves theobjectiveof ensuringcomplianceand certainty. He also contends that the Petitioner has attempted to raise new arguments, particularly regardingtheundertakingclause 10.5.[2] ofITB and 4(k) of BEC, which were neither pleaded norraisedin earlier representations and therefore ought not to be considered. 4.[6] He submits that external documents, such as the clarification issued by the GST authority, cannot override or influence the interpretation of tender conditions; in any event, even such documents do not equate ARN with a GST certificate. Submissions by Respondent No. 3 3 Reliance is placed on ‘Afcon Infrastructure Ltd. vs Nagpur Metro Rail Corporation Ltd. & Anr.’

5. Mr. Chetan Lokur, learned counselfor theRespondent No. 3 submits that NotificationofAward [‘NOA’]was issued in favourofRespondentNo. 1 vide notification dated 21.11.2025. 5.[1] He submits thatpursuantto NOA, Respondent No. 3 has furnished a PerformanceBond/InsuranceSecurityBondof the value of Rs. 19.76 crore to RespondentNo. 1 and for the issuanceof this bond, an amount ofRs. 1.68 crore was paid by Respondent No. 3. He submits that additionally, RespondentNo. 3 has progressedsubstantial amount of on-site and off-site operationalworksand as such significantlytakenstepstowardsexecution of the tender project. 5.[2] He submits thatClause 10.5.[1] of ITB makes it mandatory for every bidder to have a valid GST registration certificate; Clause 4(j) clearly stipulated thatany offer madewithouta valid GST registration certificate is liable to be automatically rejected, without exception; Clause 6.8.[1] of the Manual for Procurement of Goods requires every bidder to be registered under GST legislation and to furnishtheGST registration certificate in their offer unless they are specifically exempted. He submits that the interpretation ofthe Petitioner of Clause 10.5.[2] of ITB is misplaced as the first paragraphitselfapplies only to situationswheretheContract Executing Office is different from bidding office of the bidder, and it is only in such cases that thebidder may submittheGST details of the Contract Executing Office pursuant to being declared as the successful bidder. 5.[3] He submits that the Petitioner had delayed, without explanation, to file its application for GST Registration. He submits that the Tender Document was released on 06.03.2025 whereas the application for GST Registrationwas filed by thePetitioner as lateas on 03.06.2025, i.e., nearly threemonthsafter thetender documentwas published and no reasons have been provided by the Petitioner for its delay in filing its delay in filing its application for registration. Findings and Analysis

6. This Court has heard the learned counsel for the parties and has perused the relevant tender clauses and the annexures filed on record.

7. The tender clauses which are relevant for determining the dispute are as under: - ITB Clauses-: “The bidder will have to bear all Income Tax liability both corporate and personal tax 10.[5] GST Liability on Supply of Services: 10.5.[1] In accordance with the notification no.10/2017 Integrated Tax (rate) dated 28.06.2017 (as may be amended) issued under GST legislations, the liability to pay 100% GST is on ONGC. Hence, the Bidder shall not include GST in their quoted prices for the Services falling in the above notification. The Bidder should quote the applicable GST, clearly indicating the rate and the amount of GST included in the bid and the description of the respective service (as per GST rules) under which the GST is payable. In the contracts involving multiple services or involving supply of certain goods or materials (which should be consumable in nature forming part of taxable service) along with the services, the Bidder should give separate break-up for cost of goods and cost of various services, and quote GST as applicable for the taxable services and/or goods). In case the GST is not quoted explicitly in the offer by the Bidder, the offer will be considered as inclusive of all liabilities of GET and ONGC will not entertain any future claim in respect of GST against such offers. In case, the quoted information related to various taxes and duties subsequently proves wrong, incorrect or misleading:a) Payment towards GST shall be restricted to the GST amount as charged on the Tax-Invoice' or the quoted GST rate, whichever is lower unless the same is due to applicability of change in law clause. ONGC shall have no liability to reimburse the difference in the duty/tax, if the finally assessed amount is on the higher side. b) ONGC will have the right to recover the difference in case the rate of duty/tax finally assessed is on the lower side. (i) (Applicable for Indigenous tenders): The Service Provider should have a valid GST registration certificate under GST legislation and a copy of such registration certificate should be submitted along with the offer. Service to be provided from outside the taxable territory of India: As per GST rules, for Services received by ONGC in Taxable Territory of India from a Service Provider from outside the taxable territory of India, who is not required to be Registered under GST Law, the liability to pay GST lies with ONGC. Therefore, such Bidder shall not include GST in the quoted prices, but shall submit a declaration to the effect that they are not required to take GST Registration in the State of Supply as per GST Provisions. However, at the time of evaluation, GST as applicable shall be loaded on the portion of services which attract GST. In case the Bidder does not give break-up of the quoted prices, indicating the components of taxable services and/or goods separately, the GST will be loaded on entire quoted/Contract value for evaluation considering higher rates, if any, as per the provisions of the statute. 10.5.[2] In case Contract executing office(s) based on the tender scope of work are different from bidding office of bidder, the bidder shall also provide details of Contract executing office(s) based on the tender scope of work in their bid duly indicating/providing their respective ONGC Vendor Code (if already available). In case ONGC vendor code is not available for such contract executing location of bidder, GSTIN and Bank account details etc. shall also be submitted by bidders in their bid for creation of vendor code for such office. If bidder indicates that details like GSTIV and Bank account details etc. of the office identified by bidder in their bid for executing work, would be provided only after they emerge as successful bidder, they shall provide the same at least 15 days before submission of first invoice, Such bidder shall provide an undertaking to this effect. …….” [Emphasis Supplied] BEC Clauses-: “4.0 Offers of following kinds will be rejected: …….. (j) Offers not accompanied with a copy of valid registration certificate under GST Legislation of India. (k) Offers not accompanied with an undertaking to provide all the necessary compliances/Invoice/documents required under GST legislation for enabling ONGC to avail Input tax (GST) credit.” [Emphasis Supplied]

8. The issuewhich has arisen for considerationin this petition is whether an ARN issued under Rule 8(5) of CGST Rules can be considered as a temporary GST registration OR equivalent to regular GST registration certificate, till regular GST certificate is issued to the bidder.

9. At the outset, weobservethat Clause10.5.1oftheITB unequivocally stipulates that the bidder “should have a valid GST registration certificate….anda copy ofsuch registration certificate should be submitted alongwith the offer”. The languageemployed is clear, mandatory, and has no ambiguity. This requirement is furtherreinforced by Clause 4(j) of BEC, which expressly provides that offers not accompanied by a valid GST registrationcertificateareliable to be rejected. Theconjoint readingof these provisionsleaves no mannerofdoubt that possession and submission of a valid GST registrationcertificateat thebid stageis stipulated as an essential pre-condition to eligibility.

10. RespondentNo. 1 has contendedthatClause[8].[3] of ITB at Annexure- II of the Tender Documentunequivocally mandates thecontractorto bear all tax liabilities, including GST, and to furnish all requisite compliances, invoices, and documentsto enablethe Respondent to avail input tax credit [‘ITC’]. It is contendedthatunderSection 22 of the CGST Act, 2017 [‘Act of 2017’], every supplier is liable to obtain GSTregistration, and in terms of Section 31 of the Act of 2017, only a registered person is legally competent to issue a valid tax invoice and since the successful bidder is a supplier under the contract, it is mandatory for bidder to have GST registration in accordancewith Section 25 of theAct of 2017, which is granted under Rule 9 of the CGST Rules upon approvaloftheapplicationfiled under Rule 8(4), failing which thePetitioner cannotissuetax invoices necessary for availing ITC.

11. The Petitionerhas fairly not disputed that having a GST registration as per Clause10.5.[1] is an essentialcondition of the tender. However, it has sought to contend thatsincethe Petitionerheld ARN as on 19.06.2025 (the bid submission date)and theGST numberwas allotted on 23.06.2025(prior to evaluation of the bids) the Respondent No.1 ought to have taken into consideration thepostfacto grantof GST registration and not insisted on a strict complianceof Clause10.5.1of ITB. It has relied upon a letter issued by AssistantCommissioner, Agapuracircle, Hyderabad to contend that the ARN can be validly relied uponby a bidder in tender processes as a proofof GST registration.

12. The Petitioner’s contention that submission of an ARN as on 19.06.2025, coupled with a subsequent grant of GST registration on 23.06.2025, amounts to substantialcompliance and thereforeits bid has been wrongly rejected by Respondent No.1, cannot be accepted by this Court. The distinction betweenan ARN and a GST Registration Certificate is not merely procedural but substantive in nature. An ARN is only an acknowledgment of a pending application under Rule 8(5) of the CGST Rules, whereas a GSTIN is granted only upondueverification andapproval under Rules 9 and 10 of theCGST Rules. Therefore, an ARN cannot,in law, be equated with a valid registration certificate. We notethat Respondent No. 1 as well did not outrightly reject the bid of the Petitioner and sought an opinion from the Corporate Finance Department, Delhito understand the legal effect of the grant of ARN vis-àvis GST registration number, the said opinion dated 21.07.2025, though advisory, lends supportto theRespondent’s understanding of the statutory frameworkand reinforced the position that the Petitioner did not meet the eligibility requirement on the bid submission date. It is thereafter that RespondentNo. 1 rejected the bid on 29.07.2025. The relevant part of the opinionofCorporateFinanceDepartment, Delhi dated 21.07.2025 read as under: - “In this context, it is clarified that, as per GST law, the ARN is merely an acknowledgment of receipt of the application for GST registration in terms of Rule-8(5) of CGST Rules, 2017 (FORM GST REG-02). It is a systemgenerated number issued at the time of submission of the application and is used mainly to track the status of the registration request. The GST Registration Number (i.e. GSTIN), which is a 15-digit alphanumeric code, is allotted only after due verification of the application and supporting documents by the concerned GST authorities in terms of Rule-9 of CGST Rules, 2017. Post such approval/deemed approval, a certificate of registration is issued in FORM GST REG-06 in terms of Rule-10(1) of CGST Rules, 2017. In view of the above, from GST Law perspective, the submission of an ARN cannot be considered equivalent to holding a valid GST Registration Certificate. However, while the tender conditions constitute contractual terms between the parties, considering the commercial aspects involved, the matter may be examined at unit level in the context of the specific tender conditions…….” In our considered opinionthe stand taken by Respondent No. 1 that ARN is neither a temporaryGST registrationnor equivalent to regular GST registration is in conformity with the CGST Rules. The issue framed at paragraph no. 08 is answered accordingly. We find no legal basis for the opinion expressed by the Assistant Commissioner, Agapura circle, Hyderabad in his letter dated 14.07.2025.

13. The Division Bench ofthis Court,in similar facts, by its judgement in W.P. (C) 1072/2025 titled as ‘MDC Pharmaceuticals Private Limited v. EmployeeState InsuranceCorporation’4, held that decision of tendering authorityto not accept ARN as a substitute for GST was valid and held as under: -