2025 (5) TMI 1273 - HC - GST

Validity of tender for supply of items in pursuance of an advertisement - seeking to quash the agreement executed - Premature firm - newly constituted firm with a recently issued PAN and GST registration - validity of the contract granted - change in the status of the firm from a proprietorship firm to that of a partnership firm - HELD TAHT - It is apparent from the record that on the inclusion of the partner in the firm merely the status of the firm has changed from a proprietorship firm to that of a partnership firm whereas neither the substantive nature of work of the firm has been changed or modified nor it appears to us that any material alteration was made in that firm for the purpose of applying or for the purpose of grant of the tender in favour of the respondent No.5 firm. Accordingly the allegations of the petitioner are misconceived being based on no substance. Thus the writ petition is devoid of merit. It is accordingly dismissed.

Summary

1. ISSUES PRESENTED and CONSIDERED

The core legal questions considered by the Court in this matter are:

• Whether the tender granted to respondent No.5 for supply of Bhusa, Chokar, and Hara Chara by the Nagar Nigam, Kanpur Nagar, pursuant to tender ID 2024-NNKAN-893535-1, was valid and lawful.
• Whether respondent No.5, being a newly constituted firm with a recently issued PAN and GST registration, was eligible to apply for and be granted the tender under clauses 7 and 8 of the tender advertisement.
• Whether the change in the status of respondent No.5 from a proprietorship firm to a partnership firm constitutes the formation of a new entity or merely a technical change, impacting the eligibility and validity of the tender grant.
• Whether the petitioner is entitled to a mandamus directing the concerned authorities to allocate the tender in its favor instead of respondent No.5.
• Whether there is any collusion between the Nagar Nigam and respondent No.5 affecting the tender process.

2. ISSUE-WISE DETAILED ANALYSIS

Issue 1: Validity and Lawfulness of the Tender Granted to Respondent No.5

Relevant legal framework and precedents: The tender process is governed by the terms and conditions set out in the tender advertisement, specifically clauses 7 and 8, which prescribe eligibility criteria for bidders. The Court also considered principles of administrative law regarding fair tendering and contract awards.

Court's interpretation and reasoning: The Court examined whether the tender committee's evaluation and grant of contract to respondent No.5 complied with the tender conditions. The Court noted that the tender committee conducted the evaluation on 19.02.2024 and found respondent No.5 eligible. The Court gave weight to the written instructions from the Chief Veterinary Officer, which clarified the firm's status and history.

Key evidence and findings: The written instructions dated 09.04.2024 revealed that respondent No.5 was originally registered as a proprietorship firm on 03.11.2022 and later changed to a partnership firm on 19.12.2023. The PAN and GST numbers changed accordingly, but the firm continued to be managed by the same individual and had been supplying cattle food since January 2023 with satisfactory performance.

Application of law to facts: The Court found that the change in the firm's status did not amount to the creation of a new entity but was a technical modification. Since the firm had prior experience and was continuously engaged in supplying the required items, the tender grant was lawful and valid.

Treatment of competing arguments: The petitioner argued that the newly issued PAN and GST numbers indicated a new firm, thus rendering respondent No.5 ineligible under clauses 7 and 8. The Court rejected this, relying on documentary evidence showing continuity and no substantive change in the firm's nature.

Conclusion: The tender awarded to respondent No.5 was valid and in accordance with the tender conditions.

Issue 2: Eligibility of Respondent No.5 in Light of Newly Issued PAN and GST Registration

Relevant legal framework and precedents: Tender conditions often require bidders to have valid registrations and experience. The Court considered the interpretation of eligibility criteria in the context of firm status changes.

Court's interpretation and reasoning: The Court interpreted the eligibility requirements in light of the firm's history. It noted that the PAN and GST numbers changed due to the conversion from proprietorship to partnership, which is a recognized legal change but does not create a new firm per se.

Key evidence and findings: The firm's initial registration date (03.11.2022), continuous management by the same individual, and uninterrupted supply of materials since January 2023 were critical evidences. The firm's financial reports, GST returns, and TDS submissions for previous years further supported continuity.

Application of law to facts: The Court applied the principle that a change in firm status, without substantive alteration of business or management, does not reset eligibility criteria. Thus, the recent issuance of PAN and GST in the name of the partnership firm was a technicality.

Treatment of competing arguments: The petitioner's reliance on the recent dates of registration was dismissed as a misunderstanding of the legal effect of firm status changes.

Conclusion: Respondent No.5 met the eligibility criteria despite the recent issuance of PAN and GST numbers.

Issue 3: Effect of Change from Proprietorship to Partnership Firm on Tender Eligibility

Relevant legal framework and precedents: Legal principles governing business entity changes and their impact on contracts and tenders were considered.

Court's interpretation and reasoning: The Court recognized that the change from proprietorship to partnership involved a change in legal status but did not constitute the formation of a new business entity for tender purposes. The assets, liabilities, experience, and management continuity were maintained.

Key evidence and findings: The firm's registration documents, bank account continuity, and declaration of assets and liabilities upon status change were pivotal. The firm's satisfactory past performance in supplying cattle food was also noted.

Application of law to facts: The Court applied the principle that such status changes do not affect substantive rights or eligibility unless expressly disallowed by tender conditions.

Treatment of competing arguments: The petitioner's argument that the status change created a new entity was rejected as lacking substance.

Conclusion: The change in firm status did not affect respondent No.5's eligibility or the validity of the tender grant.

Issue 4: Petitioner's Entitlement to Mandamus for Tender Allocation

Relevant legal framework and precedents: The Court considered the principles governing writ petitions for mandamus, particularly in the context of tender allocations and administrative discretion.

Court's interpretation and reasoning: Since the tender process was found to be valid and respondent No.5 eligible, the petitioner's claim for mandamus directing allocation of the tender in its favor lacked merit.

Key evidence and findings: The petitioner's prior writ petition was dismissed on similar grounds, reinforcing the absence of entitlement.

Application of law to facts: The Court applied the principle that mandamus will not be issued to interfere with a valid administrative decision unless there is a clear legal right or violation.

Treatment of competing arguments: The petitioner's request was dismissed as the tender process was proper and lawful.

Conclusion: No mandamus was warranted in favor of the petitioner.

Issue 5: Allegation of Collusion Between Nagar Nigam and Respondent No.5

Relevant legal framework and precedents: Allegations of collusion require clear and convincing evidence to invalidate administrative actions.

Court's interpretation and reasoning: The Court found no material or credible evidence supporting the allegation of collusion. The detailed written instructions and documentary evidence contradicted the petitioner's claim.

Key evidence and findings: Absence of any complaint or adverse report regarding respondent No.5's performance and the transparent tender process were noted.

Application of law to facts: The Court applied the principle that unsubstantiated allegations cannot override documented facts and lawful administrative decisions.

Treatment of competing arguments: The petitioner's allegations were dismissed as baseless.

Conclusion: No collusion was established, and the tender grant stands valid.

3. SIGNIFICANT HOLDINGS

"The change in GST number and the PAN number of the firm is only a technical change which has occurred in pursuance of the change of the status of the said firm from a proprietorship to that of a partnership firm."

"The allegations of the petitioner are misconceived being based on no substance."

"On the inclusion of the partner in the firm, merely the status of the firm has changed from a proprietorship firm to that of a partnership firm whereas neither the substantive nature of work of the firm has been changed or modified nor it appears to us that any material alteration was made in that firm for the purpose of applying or for the purpose of grant of the tender in favour of the respondent No.5 firm."

"The writ petition is devoid of merit. It is, accordingly, dismissed."

Core principles established include that a change in the legal status of a firm (from proprietorship to partnership) does not constitute the formation of a new entity for tender eligibility purposes if the management, assets, liabilities, and business operations remain continuous. Eligibility criteria based on PAN and GST registration dates must be interpreted in context, recognizing such technical changes. Allegations of collusion require credible evidence and cannot be presumed.

Final determinations are that the tender granted to respondent No.5 was valid, the firm was eligible despite recent PAN and GST registrations due to the status change, and the petitioner's writ petition challenging the tender and seeking mandamus is dismissed.