W.P.(C) 13640/2021

Page 1 of 36

$~2

*

IN THE HIGH COURT OF DELHI AT NEW DELHI

Judgment reserved on: 03.01.2022

%

Judgment delivered on: 04.03.2022

+

W.P.(C)13640/2021 and CM No. 43063/2021

HFCL ADVANCE SYSTEMS PRIVATE LIMITED .....Petitioner

Through:

Mr.

Bishwajit

Bhattacharyya,

Senior

Advocate

with

Mr.

Rohit

Khurana,

Advocate.

versus

CENTRE FOR DEVELOPMENT OF ADVANCE COMPUTING

(C-DAC)

..... Respondent

Through:

Mr. Sanjay Jain, ASG with Mr.Sanjoy

Ghose, Senior Advocate and Ms.Meenakshi

Ogra, Mr. Abhijeet Deshmukh, Mr. Vikram

Singh & Mr.Keshav Singh, Advocates.

CORAM:

HON'BLE MR. JUSTICE VIPIN SANGHI

HON'BLE MR. JUSTICEJASMEET SINGH

J U D G M E N T

JASMEET SINGH, J

1.

The present petition has been filed seeking quashing of communication

dated 16.11.2021 issued by respondent No. 1, whereby the petitioner

has been communicated its disqualification in respect of RFP tender

No. CDACP/Safety City/MSI/2020/313, for selection of Master System

Integrator (MSI) for Implementation, Operation and Maintenance of

Surveillance System under Safe City Project of Delhi Police.

2.

The case of the petitioner in a nutshell is that the petitioner– HFCL

Advance Systems Private Limited (hereinafter called “HASPL”) is a

Joint Venture (JV), with M/s HFCL Limited holding 90% shares in the

2022:DHC:813-DB

W.P.(C) 13640/2021

Page 2 of 36

Petitioner company, and M/s Polixel Security Systems Private Limited,

holding 10% share. M/s HFCL Limited and M/s Polixel Security

Systems Private Limited are both incorporated companies under the

Companies Act, 1956/2013.

3.

Respondent, C-DAC is a Scientific Society of the Ministry of

Electronics and Information Technology, Government of India,

registered under Societies Registration Act, 1860, with administration

and management of the Society vesting in the Governing Council of the

Society, chaired by Union Minister of Communication and IT.

4.

On 18.12.2020, the respondent floated RFP/ tender No. CDACP/Safety

City/MSI/2020/313, for selection of Master System Integrator (MSI)

for Implementation, Operation and Maintenance of Surveillance

System under Safe City Project of Delhi Police.

5.

On 30.06.2021, Pre-Bid Corrigendum was issued by the respondent,

wherein, the definition of Joint Venture was given for the first time. As

per the petitioner, the petitioner was entitled to bid for this tender/ RFP

as a Joint Venture.

6.

The petitioner company was originally incorporated on 23.02.2015

under the Companies Act, 1956/2013, as a wholly owned subsidiary of

M/s HFCL Limited. For the purpose of convenience, HFCL Advance

Systems Private Limited for the period from 23.02.2015 till 13^thAugust

2021–when HFCL limited transferred 10% equity to Polixel Security

System, is referred to as “HASPL Pre”, and not the Petitioner company.

7.

Towards making petitioner a Joint Venture on 13.08.2021, M/s HFCL

Limited divested its 10% shareholding in HASPL Pre, and transferred

10,000 equity shares of face value of Rs. 10/- each– comprising 10% of

2022:DHC:813-DB

W.P.(C) 13640/2021

Page 3 of 36

the paid-up equity share capital of the HASPL Pre, to M/s Polixel

Security Systems Private Limited. As per the petitioner, with the

transfer of equity shares on 13.08.2021, the status of HASPL Pre-

changed to a Joint Venture (herein after referred to as „JV‟) within the

requirement of the RFP document, and within the meaning of Section

2(6)(b) of the Companies Act, 2013.

8.

In compliance of Form-13 of the RFP, on 17.08.2021, the petitioner

ensured execution of JV documents/undertakings/agreement by the

members of JV, duly signed by the petitioner, M/s HFCL Limited and

M/s Polixel Security Systems Private Limited.

9.

On 20.08.2021, the petitioner submitted its bid as a JV. On 02.10.2021,

the Technical Evaluation Committee of respondent raised certain Pre-

Qualification queries, which were responded to by the petitioner on

07.10.2021.

10.On