THE RAJASTHAN STATE INDUSTRIAL DEVELOPMENT AND INVESTMENT CORPORATION & ANR.versusDIAMOND AND GEM DEVELOPMENT CORPORATION LTD. & ANR.

                    [2013] 4 S.C.R. 331


  THE RAJASTHAN STATE INDUSTRIAL DEVELOPMENT                  A
       AND INVESTMENT CORPORATION & ANR.
                             v.
  DIAMOND AND GEM DEVELOPMENT CORPORATION
                     LTD. & ANR.
        (Civil Appeal Nos. 7252-7253 of 2003)                  B
                    FEBRUARY 12, 2013
   [DR. B.S. CHAUHAN AND V. GOPALA GOWDA, JJ.]

        Rajasthan State Industrial & Investment Corporation C
  Limited (Disposal of Land) Rules, 1979 - r.24 - Land notified
  for public purpose - Possession of land taken over by the
  State Government and handed over to appellant-Rf/CO -
  Appellant allotted the land to respondent-company, to
  facilitate establishment of an Industrial Estate - Lease deed D
  executed between appellant and respondent-company -
- Respondent-company asked the appellant to provide it
  accessibility via an approach road and, as the same was not
  provided, it filed writ petition seeking such approach/access
  road - Meanwhile, on ground of non-completion of project E
  within stipulated period, the appellant cancelled the lease
  deed and took back possession of the land - Same
  challenged by respondent-company by filing another writ
  petition - High Court allowed both the writ petitions - On
  appeal, held: The allotment was made on "as-is- where-is" F
  basis which was accepted by respondent-company without
  any protest - Terms of the lease deed made it clear that no
  obligation was placed upon the appellant to provide to the
  respondent the access road - As per the lease deed, the
  entire project was to be completed within five years, but G
  construction was made just on a fraction of the entire land -
   The lease deed also contemplated that, the lessee will not
  transfer nor sub-let nor relinquish rights without prior
  permission from the appellant - However, respondent-
                             331                               H
    332      SUPREME COURT REPORTS                 (2013] 4 S.C.R.


A company had negotiated with a third party for development
  of the land - Cancellation of allotment was made by appellant
  in exercise of its power under Rule 24 of the 1979 Rules read
  with the terms of the lease agreement - Respondent-
  company did not resort to any of the statutory remedies, rather
B preferred a writ petition which could not have been entertained
  by the High Court - High Court erred in treating the whole
  case to be governed only under the 1959 Rules, and in
  holding that the 1979 Rules had no application at all - It
  further mis-interpreted the amendment to Rule 11-A of the
c 1959 Rules and decided the case on speculative and
  hypothetical reasons - Order of cancellation of allotment in
  favour of respondent-company accordingly restored -
  Rajasthan Land Revenue (Industrial area allotment) Rules,
   1959 - r.11-A - Rajasthan Land Acquisition Act, 1953 - ss.
  4and6.
0
        Contract - Terms and conditions - Interpretation - Held:
  The contract is to be interpreted giving the actual meaning
  to the words contained in the contract -It is not permissible
  for the court to make a new contract, however reasonable, if
E the parties have not made it themselves.

         Constitution of India, 1950 - Article 226 - Contractual
    disputes and writ jurisdiction - Held: Generally the court
    should not exercise its writ jurisdiction to enforce contractual
F   obligation.

        Doctrines I Principles - Doctrine of estoppel by election
    - Basis of - Equity.

          Words and Phrases - "as-is-where-is" - Meaning of.
G
        Words and Phrases - "as if' - Meaning of - Rajasthan
    Land Revenue (Industrial area allotment) Rules, 1959- r.11A
    (as amended).

          Words and Phrases - "mutatis mutandis" - Meaning of
H
RAJASTHAN STATE IND. DEV. AND INT CORPN. v. DIAMOND 333
            AND GEM DEV. CORPN. LTD.

- Rajasthan Land Revenue (Industrial area allotment) Rules,   A
1959 - r.11A (as amended).

     Land was notified for a public purpose i.e. industrial
development under Section 4(1) of the Rajasthan Land
Acquisition Act, 1953. Declaration under Section 6 of the
                                                            8
Act was also made and possession of the land, was
taken over by the State Government and handed over to
appellant-RllCO. Appellant made allotment of land to
respondent no.1-company, to facilitate the establishment
of a Gem Industrial Estate. A lease deed was executed
between the appellant and respondent-company with a C
stipulation that the land was allotted on "as is-where-is"
basis, and that the respondent-company must complete
the said project within a period of 5 years. The
respondent-company asked the appellant to provide it
accessibility via an approach road and, as the same was D
not provided, the respondent-company filed Writ Petition
before the High Court, seeking the issuance of a direction
to the appellant to provide to it, such a road.

     Meanwhile, the appellant issued a show cause notice,     E
to determine the lease in light of the lease agreement, as
even after expiry of 5 years, only 10% of the total
construction work stood completed. In pursuance
thereof, the lease deed was cancelled, and possession
of the land in dispute was taken back by the appellant.       F
The respondent-company filed another Writ Petition
challenging the cancellation order and the taking over of
possession by the appellant.

    The High Court allowed both the writ petitions,
quashing the order of cancellation, and directing             G
restoration of possession of the land to respondent-
company, and further, ~lso directing the appellant to
provide to respondent-company, the approach/access
road demanded by it.
                                                              H
    334      SUPREME COURT REPORTS              [2013] 4 S.C.R.


A        In the instant appeals, the appellant-RllCO, and the
    State of Rajas than raised the following contentions: - 1)
    that as allotment of the land had been made to the
    respondent-company on 'as-is-where-is" basis, there was
    no obligation on the part of RllCO to provide to it, the said
B   access road; 2) that cancellation of the lease deed was
    in accordance with the terms and conditions incorporated
    in the lease deed; and 3) that the High Court mis-
    interpreted the amendment to Rule 11-A of the Rajasthan
    Land Revenue (Industrial area allotment) Rules 1959, and
c   thus erred in holding that the appellant had no jurisdiction
    to cancel the said lease.

          Allowing the appeals, the Court

         HELD: 1. The instant case is required to be decided
D   in the light of the following settled legal propositions:

      1.1. Approbate and Reprobate: A party cannot be
  permitted t.o "blow hot-blow cold", "fast and loose" or
  "approbate and reprobate". Where one knowingly
E accepts the benefits of a contract, or conveyance, or of
  an order, he is estopped from denying the validity of, or
  the binding effect of such contract, or conveyance, or
  order upon himself. This rule is applied to ensure equity,
  however, it must not be applied in such a manner, so as
  to violate the principles of, what is right and, of good
F conscience. The doctrine of election is based on the rule
  of estoppel- the principle that one cannot approbate and
  reprobate is inherent in it. The doctrine of estoppel by
  election is one among the species of estoppels in pais (or
  equitable estoppel), which is a rule of equity. By this law,
G a person may be precluded, by way of his actions, or
  conduct, or silence when it is his duty to speak, from
  asserting a right which he would have otherwise had.
  [Para 9, 1O] [351-E-F, H; 352-A-B]

H         Nagubai Ammal & Ors. v. B. Shama Rao & Ors. AIR 1956
    RAJASTHAN STATE IND. DEV AND INT CORPN. v.         335
        DIAMOND AND GEM DEV CORPN. LTD.

SC 593: 1956 SCR 451; CJ T. Madras v. Mr. P Firm Muar A
AIR 1965 SC 1216: 1964 SCR 45; Ramesh Chandra Sank/a
etc. v. Vikram Cement etc. AIR 2009 SC 713: 2008 (10) SCR
243; Pradeep Oil Corporation v. Municipal Corporation of
Delhi & Anr. AIR 2011 SC 1869: 2011 (4) SCR 764; Cauvery
Coffee Traders, Mangalore v. Hornor Resources B
(International) Company Limited (2011) 10 SCC 420: 2011
(12) SCR 473 and V. Chandrasekaran & Anr. v. The
Administrative Officer & Ors. JT 2012 (9) SC 260 - relied on.

     1.2. Mutatis Mutandis - meaning: The phrase "mutatis
mutandis" implies that a provision contained in other part of C
the statute or other statutes would have application as it is
with certain changes in points of detail. [Para 11] [353-C]

     Mis. Ashok SeNice Centre & Anr. etc. v. State of Orissa
AIR 1983 SC 394: 1983 (2) SCR 363; Prah/ad Sharma v. D
State of U.P. & Ors. (2004) 4 SCC 113: 2004 (2) SCR 594;
Mariyappa & Ors. v. State of Karnataka & Ors. AIR 1998 SC
1334: 1998 (1) SCR 988 and Janba (dead) thr. Lrs. v.
Gopikabai (Smt.) AIR 2000 SC 1771: 2000 (2) SCR 1035 -
relied on.                                                   E

     1.3. Contractual disputes and writ jurisdiction: Matters/
disputes relating to contract cannot be agitated nor terms
of the contract can be enforced through writ jurisdiction
under Article 226 of the Constitution. The writ court
cannot be a forum to seek any relief based on terms and F
conditions incorporated in the agreement by the parties.
Generally the court should not exercise its writ jurisdiction
to enforce the contractual obligation. [Paras 12, 14] [353-
D-E; 354-B]
                                                             G
    Bareil/y Development Authority & Anr. v. Ajay Pal Singh
& Ors. AIR 1989 SC 1076: 1989 (1) SCR 743; State of U.P.
& Ors. v. Bridge & Roof Co. (India) Ltd. AIR 1996 SC 3515:
1996 (4) Suppl. SCR 762 and Kera/a State Electricity Board
& Anr. v. Kurien E. Kalathil & Ors. AIR 2000 SC 2573: 2000 H
    336      SUPREME COURT REPORTS               [2013] 4 S.C.R.


A   (1) Suppl. SCR 581 - relied on.

          1.4. Interpretation of terms of contract: A party cannot
    claim anything more than what is covered by the terms
    of contract, for the reason that contract is a transaction
    between the two parties and has been entered into with
8
    open eyes and understanding the nature of contract.
    Thus, contract being a creature of an agreement between
    two or more parties, has to be interpreted giving literal
    meanings unless, there is some ambiguity therein. The
C   contract is to be interpreted giving the actual meaning to
    the words contained in the contract and it is not
    permissible for the court to make a new contract, however
    is reasonable, if the parties have not made it themselves.
    It is to be interpreted in such a way that its terms may not
    be varied. The contract has to be interpreted without
D   giving any outside aid. The terms of the contract have to
    be construed strictly without altering the nature of the
    contract, as it may affect the interest of either of the
    parties adversely. [Para 16] [355-C-F]

E        United India Insurance Co. Ltd. v. Harchand Rai
    Chandan Lal AIR 2004 SC 4794: 2004 (4) Suppl. SCR 662;
    Polymat India P. Ltd. & Anr. v. National Insurance Co. Ltd. &
    Ors. AIR 2005 SC 286: 2004 (6) Suppl. SCR 535 and DLF
    Universal Ltd. & Anr. v. Director, T. and C. Planning
F   Department Haryana & Ors. AIR 2011 SC 1463: 2010 (15)
    SCR 85 - relied on.

          1.5. "As-is-where-is" - means

         The phrase, "as is-where-is", has been explained by
G   Supreme Court in the case of Punjab Urban Planning &
    Development Authority, wherein it was held, that the
    allottees after having accepted the allotment on "as-is-
    where-is" basis, are estopped from contending that the
    basic amenities like parking, lights, roads, water,
H   sewerage, etc. were not provided by PUDA when the
RAJASTHAN STATE IND. DEV. AND INT CORPN. v. DIAMOND 337
            AND GEM DEV. CORPN. LTD.

plots were allotted. [Para 18] [356-F-G; 357-8-C]               A

    Punjab Urban Planning & Development Authority & Ors.
v. Raghu Nath Gupta & Ors. (2012) 8 SCC 197 and UT
Chandigarh Admn. & Anr. v. Amarjeet Singh & Ors. (2009) 4
SCC 660: 2009 (4) SCR 541 - relied on.                          B

    1.6. "As if' - means

     The expression "as if", is used to make one
applicable in respect of the other. The words "as if' create
a legal fiction. The words "as if", in fact show the            C
distinction between two things and, such words must be
used only for a limited purpose. They further show that a
legal fiction must be limited to the purpose for which it was
created. [Para 19] [357 ·D-E, F-G]

    Radhakissen Chamria & Ors. v. Durga Prasad Chamria          D
& Anr. AIR 1940 PC 167; Commr. of Income-tax, Delhi v. S.
Teja Singh AIR 1959 SC 352: 1959 Suppl. SCR 394; Ram
Kishore Sen & Ors. v. Union of India & Ors. AIR 1966 SC 644:
1966 SCR 430; Sher Singh v. Union of India & Ors. AIR 1984
SC 200: 1984 (1) SCR 464; State of Maharashtra v. Laljit        E
Rajshi Shah & Ors. AIR 2000 SC 937: 2000 (1) SCR 1239;
Paramjeet Singh Patheja v. /COS Ltd. AIR 2007 SC 168:
2006 (8) Suppl. SCR 178; Commissioner of Income Tax v.
Willamson Financial Services & Ors. (2008) 2 SCC 202: 2007
(13) SCR 376; East End Dwelling Co. Ltd. v. Finsbury            F
Borough Council 1952 AC 109 and Industrial Supplies Pvt.
Ltd. & Anr. v. Union of India & Ors. AIR 1980 SC 1858: 1981
(1) SCR 375 - relied on.

    2.1. In the instant case, the terms and conditions          G
incorporated in the lease deed reveal that, the allotment
was made on "as-is- where-is" basis. The same was
accepted by the respondent-company without any
protest, whatsoever. The lease deed further enabled the
appellant to collect charges, in case it decided to provide     H
    338    SUPREME COURT REPORTS               [2013) 4 S.C.R.


A the approach road. Otherwise, it would be the
  responsibility of the respondent-company to use its own
  means to develop such road, and there was absolutely
  no obligation placed upon the appellant to provide to the
  respondent the access road. As the respondent-
s company was responsible for the creation of its own
  infrastructure, it has no legal right to maintain the writ
  petition. The order of the High Court is in contravention
  of clause 2(g) of the lease deed. [Para 22] [358-G-H; 359-
  A-B]
c      2.2. The High Court erred in holding that the provision
  of providing the access road was an obligation on the
  part of the appellant-RllCO, deciding this on equitable
  grounds. The terms of the lease deed clearly stipulated
  that in case the appellant-RllCO provides the access
D road, it will be vested with the right to collect the charges
  incurred by 1t from the respondent-company, therein, and
  in the alternative, it would be the obligation of the
  respondent-company to develop its own infrastructure,
  and the same would include development of the access
E road. Therefore, the appellant-RllCO was not under any
  obligation to provide the said access road. [Para 26] [360-
  E-F]

       3.1. The State exercised its power in transferring the
F land to RllCO under the Rajasthan Land Revenue
  (Industrial area allotment) Rules, 1959. However, further
  allotment by RllCO to the respondent-company was
  under the Rajasthan State Industrial & Investment
  Corporation Limited (Disposal of Land) Rules, 1979.
G Therefore, the High Court committed an error treating that
  the whole case was governed only under the Rules, 1959,
  and that Rules, 1979 had no application at all. [Para 23]
  [359-C-D]

      3.2. The interpretation given to the amended Rule 11·
H A of the Rules 1959 by the High Court, takes away the
RAJASTHAN STATE IND. DEV AND INT. CORPN. v. DIAMOND 339
            AND GEM DEV CORPN. LTD.
 vested right of the appellant-RllCO in the title as well as A
 in the interest that it had acquired in the property, as it
 had paid the entire amount for the land to the State when
 possession of land was handed over to it. Rule 11-A of
 the Rules 1959 was amended only to facilitate the
 respondent-company to grant further sub-lease and not B
 to divest RllCO from its rights and title.The rule provided
 a deeming clause/fiction that for the purpose of sub-lease
 by the respondent-company to further allottees, it would
·be deemed that the State Government had executed the
 lease in favour of the respondent-company. The terms c
 "mutatis mutandis", and "as if", used in the amended
 provisions of Rule 11-A of the Rules 1959 simply
 facilitated the sub-letting of a part of the premises by the
 respondent-company, and did not take away the title and
 rights that the appellant-RllCO had over the land. Rule 11-
                                                              0
 A of the Rules 1959 has further been amended on
 12.10.2000 enabling all the allottees of RllCO to sub-lease
 further. Thus, if the interpretation given by the High Court
 is accepted, the appellant RllCO looses all its lands and
 properties and rendered the development authority
 existing on papers only, without any status/authority. E
 [Para 27) [360-G-H; 361-A-D]

     3.3. The appellant-RllCO had autonomous
functioning, and the interpretation given by the High
Court has devastating effect underlying its status, F
authority and autonomous functioning. In fact, by
interpretation the High Court had conferred an
authoritarian role to the State, taking away the right of
appellant-RllCO on its property without realizing that the
amendment to Rule 11-A of the Rules 1959 had G
specifically been engrafted therein only, for the purpose
of facilitating the respondent-company to grant further
sub-lease. Thus, it is evident that the High Court decided
the case on speculative and hypothetical reasons. [Para
28) [361-F-H]
                                                           H
    340      SUPREME COURT REPORTS            . [2013) 4 S.C.R.


A        3.4. According to clause 2(d) of the lease deed the
    entire project was to be completed within a period of five
    years. But it is evident from the material on record that
    construction was just made on the fraction of the entire
    land. Clause 2 (i) contemplated that, the lessee will not
B   transfer nor sub-let nor relinquish rights without prior
    permission from the appellant-RllCO. However, it is
    evident from the record that the respondent-company
    had negotiated with a third party for development of the
    land. [Para 30) [362-D-F]
c        3.5. The cancellation of allotment was made by
    appellant- RllCO in exercise of its power under Rule 24
    of the Rules 1979 read with the terms of the lease
    agreement. Such an order of cancellation could have
    been challenged by filing a review application before the
0   competent authority under Rule 24 (aa) and, in the
    alternative, the respondent-company could have
    preferred an appeal under Rule 24(bb)(ii) before
    Infrastructure Development Committee of the Board. The
    respondent-company ought to have resorted to the
E   arbitration clause provided in the lease deed in the event
    of a dispute, and the District Collector would have then,
    decided the case. However, the respondent-company did
    not resort to either of the statutory remedy, rather
    preferred a writ petition which could not have been
F   entertained by the High Court. It is a settled law that writ
    does not lie merely because it is lawful to do so. A person
    may be asked to exhaust the statutorylalternative remedy
    available to him in law. [Para 31) [362-F-H; 363-A-B]

G        3.6. The order of cancellation of allotment in favour
    of the respondent-company by the appellant is restored.
    [Para 32) [363-C]
                         Case Law Reference:

H         1956 SCR 451               relied on     Para 9
RAJASTHAN STATE IND. DEV. AND INT. CORPN. v. DIAMOND 341
            AND GEM DEV CORPN. LTD.

    1!l64 SCR 45               relied on    Para 9         A

    2008 (10) SCR 243          relied on    Para 9
   '2011 (4) SCR 764           relied on    Para 9
    2011 (12) SCR 473          relied on    Para 9
                                                           B
    Jr' 2012 (9) SC 260        relied on    Para 9
    1983 (2) SCR 363           relied on    Para 11
    2004 (2) SCR 594           relied on    Para 11
                                                           c
    1998 (1) SCR 988           relied on    Para 11
    2000 (2) SCR 1035          relied on    Para 11
    1989 (1) SCR 743           relied on    Para 12
    1996 (4) Suppl. SCR 762    relied on    Para 12        D

    2000 (1) Suppl. SCR 581    relied on    Para 13
    2004 (4) Suppl. SCR 662    relied on    Para 16
    2004 (6) Suppl. SCR 535- relied on      Para 16        E
    2010 (15) SCR 85           relied on    Para 17
    (2012) 8 sec 191           relied on    Para 18
    2009 (4) SCR 541           relied on    Para 18
                                                           F
    AIR 1940 PC 167            relied on    Para 19
    1959 Suppl. SCR 394        relied on    Para 19
    1966 SCR 430               relied on    Para 19
                                                           G
    1984 (1) SCR 464           relied on    Para 19
    2000 (1) SCR 1239          relied on    Para 19
    2006 (8) Suppl. SCR 178    relied on    Para 19
    2007 (13) SCR 376          relied on    Para 19        H
    342      SUPREME COURT REPORTS                [2013] 4 S.C.R.


A         1952 AC 109                 relied on      Para 20
          1981 (1) SCR 375            relied on     Para 21

        CIVIL APPELLATE JURISDICTION : Civil Appeal Nos.
    7252-7253 of 2003.
B
         From the Judgment & Order dated 30.07.2002 of the High
    Court of Judicature at Jaipur Bench Jaipur in D.8. Civil Writ
    Petition No. 5481 of 1994 and D.B. Civil Writ Petition No. 105
    of 1997.
c                                 WITH
    C.A. No. 8222-8223 of 2013.

        Dhruv Mehta, Dr. Manish Singhvi, AAG, Milind Kumar,
    Amit Lubhaya, Pragati Neekhra for the Appellants.
D
         P.S. Patwalia, Rakesh Dwivedi, M.N. Krishnamani, Ajay
    Singh, Ashok K. Mahajan, Shibashish Misra, Sanskriti Pathak,
    P.V. Yogeswaran, R. Gopalakrishnan, Sanjay Parikh, Mamta
    Saxena, Bushra Parveen, A.N. Singh, Aruneshwar Gupta for the
E   Respondents.

          The Judgment of the Court was delivered by

       DR. B. S. CHAUHAN, J. 1. These appeals have been
  preferred against the impugned judgment and order dated
F 30.7.2002 passed by the High Court of Rajasthan (Jaipur
  Bench) in Civil Writ Petition Nos. 5481/1994 and 105/1997, by
  which the High Court has allowed the writ petitions filed by the
  respondent-Diamond and Gem Development Corporation Ltd.
  (hereinafter referred to as the 'Company'), for quashing the
G order of cancellation of allotment of land and directing the
  appellants for providing the approach/access road.

        2. As these appeals have been preferred against the
    common impugned judgment, for the sake of convenience, Civil
    Appeal Nos. 7252-53/2003 are to be taken to be the leading
H
  RAJASTHAN STATE IND. DEV AND INT. CORPN. v. DIAMOND 343
    AND GEM DEV CORPN. LTD. [DR. B.S. CHAUHAN. J.]

 case. The facts and circumstances giving rise to these appeals     A
 are:

      A That a huge area of land admeasuring 607 Bighas and
 5 Biswas situate in the revenue estate of villages Durgapura,
 Jhalan Chod, Sanganer and Dhol-ka-Bad in District Jaipur,          B
 stood notified under Section 4(1) of the Rajasthan Land
 Acquisition Act, 1953 (hereinafter referred to as the 'Act') on
 18.7.1979, for a public purpose i.e. industrial development, to
 be executed by the appellant Rajasthan State Industrial
 Development and Investment Corporation (in short 'RllCO').
                                                                    c
       B. Declaration under Section 6 of the Act was made on
  22.6. 1982 for the land admeasuring 591 Eiighas and 17
  Biswas. After meeting all requisite statutory requirements
  contained in the Act, possession of the land, was taken over
_ by the Government and was subsequently handed over to             D
  appellant-RllCO, on 18.10.1982 and 17.11.1983. The Land
 Acquisition Collector assessed the market value of the land and
  made an award on 14.5.1984. RI ICO made allotment of land
  admeasuring 105 acres vide allotment letter dated 10.3. 1988
 to the respondent no.1 company, to facilitate the establishment    E
 of a Gem Industrial Estate for the manufacturing of Gem stones.

      C. In pursuance of the aforesaid allotment letter, a lease
 deed was executed between the appellant and respondent-
 company on 22.5.1989, with a clear stipulation that the land was F
 allotted on an "as is-where-is'', and that the respondent-
 company must complete the said project within a period of 5
 years, and further that, in the event that the terms and conditions
 of the lease agreement were not complied with, the appellant
 would be entitled to recover its possession in addition to which,
 various other conditions were also incorporated therein.            G

      D. After possession was taken by the respondent-
 company, construction could be carried only on a portion of the
 land allotted to it. As the development work was being carried
 out at an extremely slow pace, the appellant issued various        H
    344      SUPREME COURT REPORTS                  (2013] 4 S.C.R.


A   notices from time to time, reminding the respondent-company
    that it was under an obligation to complete the project within a
    specified period, owing to which, it must accelerate work.
    Additionally, there also arose some difficulty with respect to the
    respondent-company's attempts to sub-lease the said
B   premises, or parts thereof, and in view of this, an amendment
    dated 4.11.1991 was inserted in Rule 11-A of the Rajasthan
    Land Revenue (Industrial area Allotment) Rules, 1959
    (hereinafter referred to as the 'Rules 1959'), enabling the
    company to sub-lease the said land.
c      E. The appellant vide notice dated 4.7.1992, informed the
  respondent-company, that as per clause 2(n) of the lease deed,
  all construction had to be completed within a stipulated time
  period of 5 years. The respondent-company began asking the
  appellant to provide it accessibility via road, from the Jaipur
D Tonk main road and, as the same was not provided, the
  respondent-company filed Writ Petition No. 5481 of 1994
  before the High Court, seeking the issuance of a direction to
  the appellant to provide to it, the aforesaid road.

E      F. During the pendency of the aforesaid writ petition, the
  appellant expressing its dis-satisfaction with regard to the
  progress of the development of the said land by the
  respondent-company, filed a reply to the said writ petition before
  the High Court stating that it was not under any obligation to
F provide to the respondent-company the aforementioned
  approach road, as the lease deed had been executed between
  them, on the basis of an "as-is-where is" agreement. Further,
  the appellant issued a show cause notice dated 29.8.1996, to
  determine the lease in light of the lease agreement, in lieu of
  the fact that the respondent-company had not made any
G progress regarding the completion of the project, and even after
  the expiry of a period of 5 years, only 10% of the total
  construction stood completed. In pursuance thereof, the lease
  deed was cancelled vide order dated 1.10.1996, and
  possession of the land in dispute was taken back by the
H appellant on 3.10.1996.
RAJASTHAN STATE IND. DEV. AND INT CORPN. v. DIAMOND 345
  AND GEM DEV. CORPN. l TD. [DR B.S. CHAUHAN, J]

     G. The respondent-company filed another Writ Petition No.       A
105 of 1997, challenging the cancellation order dated
1.10.1996 and the taking over of possession by the appellant
on 3.10.1996. The appellant contested the said writ petition on
the grounds that it was entitled to restoration of possession, as
the respondent-company had failed to ensure compliance with          B
the terms and conditions incorporated in the lease deed,
according to which, the company was required to complete the
said project within a period of 5 years. However, presently, the
extent of development completed by it stood at 10%. Therefore,
in light of the aforementioned circumstances, the appellant had      c
no choice but to cancel the lease deed and take back
possession.

     H. The High Court vide its impugned judgment and order,
allowed both the writ petitions quashing the order of
cancellation, and directed the restoration of possession of the      D
aforesaid land to the respondent-company, and further, also
directed the appellant to provide to the respondent-company,
the approach/access road demanded by it.

     Hence, these appeals.                                           E
     3. Shri Dhruv Mehta, learned senior counsel appearing on
behalf of the appellant-RllCO, and Shri Manish Singhvi, learned
Additional Advocate General for the State of Rajasthan have
submitted that, as the allotment of the land had been made to
                                                                     F
the respondent-company on an 'as-is-where-is" basis, there
was no obligation on the part of RllCO to provide to it, the said
access road. The terms of the contract must be interpreted by
court, taking into consideration the intention of the parties and
not on the basis of equitable grounds. Moreover, the
cancellation of the deed was in accordance with the terms and        G
conditions incorporated in the lease deed, and therefore, in light
of the facts and circumstance of the case, the High Court has
committed an error, by quashing the order of cancellation and,
in issuing a direction for the restoration of possession and for
the provision of the access road.                                    H
    346     SUPREME COURT REPORTS                   [2013] 4 S.C.R.


A       The High Court has mis-interpreted the amendment to Rule
  11-A of the Rules 1959, and has thus held that the appellant
  had no jurisdiction to cancel the said lease. as the respondent-
  company by virtue of the operation of the amended provision.
  had become a direct lessee of the State. In such a fact-situation,
B there was no obligation on the part of the appellant to provide
  the approach road as it was not the lessor of the respondent-
  company. In case by virtue of the amendment in Rule 11-A of
  the Rules 1959, the State Government became the lessor, the
  appellant-RllCO lost the title/interest over the property which had
C been acquired by it on making payment of the huge money and
  that too, without getting any refund. Such an interpretation leads
  to absurdity. Thus, the appeals deserve to be allowed.
           4. Per contra, Shri P.S. Patwalia, learned senior counsel
    appearing for the respondent-company, has submitted that the
D   judgment and order of the High Court does not require any
    interference whatsoever, for the reason that the respondent-
    company had been invited to establish and develop the Gem
    Stone industrial park at Jaipur. In view of the fact, that the
    amendment to Rule 11-A of the Rules 1959 was made
E   exclusively to facilitate the respondent-company to sub-lease
    a part of the developed premises, the High Court has rightly
    held that the State Government became the lessor and that,
    RllCO had no concern whatsoever in relation to the said matter,
                     •
    owing to which, it had no competence to cancel the lease. In
F   the light of the fact that RllCO was in possession of other lands
    surrounding the land in question, the High Court has directed
     it to provide to the respondent-company, an access road on
    equitable grounds, taking into consideration the fact that, in the
    event that the respondent-company's area remained land
G   locked, it would be impossible for it to develop the project, and
    has stated that not providing the access road was in fact, the
    basic reason for delay in development. Thus, the appeals lack
    merit and, are liable to be dismissed.
       5. We have considered the rival submissions made by
H learned counsel for the parties and perused the record.
RAJASTHAN STATE IND. DEV AND INT CORPN. v. DIAMOND 347
  AND GEM DEV CORPN. LTD. [DR B.S. CHAUHAN, J.]

     Before proceeding further, it may be pertinent to refer to     A
the relevant statutory provisions, and certain terms of the lease
deed.

    Rule 11-A of the Rules 1959 read :

    "                                                               8

    xx                            xx               xx
    Clause (iv) of Rule 11-A.- The Rajasthan State Industrial
    Development and Investment Corporation Ltd. may sub- C
    lease the leased land or part thereof for industrial purpose;
    including essential welfare and supporting services.
    Provided that in the case of Diamond and Gem
    Development Corporation to whom the land has already
    been leased out by RllCO for 99 years, the sub-lessee i.e. D
    DGDC may further sublet and the terms and conditions
    and other provisions contained in the rules in so far as they
    relate to RllCO shall mutatis mutandis apply to DGDC
    also as if the land in question has been let out to them by
    State Government under Rule 11-A."
                                                                    E
                                             (Emphasis added)

    6. There has been further amendment to Rule 11-A of the
Rules 1959 w.e.f. 12.10.2000, and the relevant part thereof
reads as under:
                                                                    F
    "In Rule 11-A of the said rules, after condition (iv) and
    before condition (v), the following new condition (iv-a)
    shall be inserted; namely:-

    (iv-a) The sub lessee of the Rajasthan State Industrial G
    Development and Investment Corporation Limited may
    further sub-lease the sub-leased land or part thereof on
    such terms and conditions as may be mutually agreed
    between such sub-lessee and subsequent sub-lessee.
    The terms and conditions applicable to sub-lessee shall H
    348        SUPREME COURT REPORTS                 [2013] 4 S.C.R.


A         a/so mutatis mutandis apply to such subsequent sub-
          lessee".

         7. Rajasthan State Industrial & Investment Corporation
    Limited (Disposal of Land) Rules, 1979 (hereinafter referred
    to as 'Rules 1979'), deals with the allotment of land by RllCO
8
    to entrepreneurs. Relevant rules thereof read as under:

          "16. The allottee shall not except with the written consent
          of the Corporation, be allowed to sublet the constructed
          premises for industrial purpose only which can be
C         considered on following conditions:

          (i) The sub-letting of vacant and/or unutilized land in the
          industrial areas of the Corporation shall not be allowed.

          (ii) That consent of the Managing Director be given to the
D         allottee of the plot (owner) to sublet the whole or part of
          the constructed premises after the allottee has cleared all
          the outstanding dues of the Corporation and started the
          production at the allotted plot on the following conditions:

E         (iii) xx                     xx .             xx
          (iv) Permission for transfer of surplus/unutilized land with
          the units which have come into commercial production shall
          be granted on payment of premium as may be decided
          by the Corporation from time to time which is presently
F
          equal to 50% rate of development charges at the time of
          such transfer of difference amount between the prevailing
          rates of development charges and the rates of
          development charges on which the allotment was made
          whichever is higher.
G
          24. Cancellation- The Corporation shall have the right to
          cancel the allotment after issuing 30 days show cause
          notice to the allottee by the concerned Senior Regional
          Manager/Regional Manager on any breach of any of these
H         rules. condition of allotment letter and terms of lease
RAJASTHAN STATE IND. DEV. AND INT. CORPN. v. DIAMOND 349
  AND GEM DEV. CORPN. LTD. [DR. B.S. CHAUHAN, J.]

    agreement."                                                   A

    8. It may also be pertinent to refer the relevant terms and
conditions of lease deed dated 22.5.1989, which read as
under:

    "AND WHEREAS the lessor has agreed to demise and              8
    the lessor has agreed to take on lease, the piece of land
    known as plot no. SP-1 lndusrial Area, Sanganer, Phase-
    /I on "as is where is basis":

    xx    xx                     xx                               c
    2(b) That the lessee will bear, pay and discharge all
    seNice charges as may be decided by the lessor from
    time to time which for the present would be@ Rs.10.10
    (Ten paisa per sq.mtrs.) per year from the date, the lessor
                                                                0
    provided as pucca links road in this area.

    xx    xx                    xx

    (d) That the Jessee will erect on the demised premises
    ..... and will commence such construction within the period E
    of 6 months and will completely finish the same fit for use
    and start production within the period of 60 months from
    the date of these presents or within such the case of these
    presents, or within such the date of these presents or
    within such extended period of time as may be allowed F
    by the lessor in writing at its discretion.

    xx     xx                   xx

    (g) That the lessee will provide and maintain in good
    repair a properly constructed approached road or path G
    alongwith the event across drain to the satisfaction of the
    lessor/local Municipal Authority leading from the public/
    cooperation road to the building to be erected on the
    demises premises.
                                                                  H
    350        SUPREME COURT REPORTS                 [2013] 4 S.C.R.


A         xx    xx                     xx

          (i) The lessee will not without the general prior consent
          in writing of the lessor transfer, sublet, relinquish,
          mortgage or assign his interest in the demised
          premises ....... .
B
          xx    xx                     xx

          (m) ......... That lessee shall construct and complete the
          said building and put the demised premises with the
c         buildings constructed thereon to use hereinabove
          mentioned within 54 calendar months from the date of
          possession of the said land is handed over to him and
          in any case within 60 calendar months from the date of
          this agreement provided that the lessor may at his
D         discretion extend the time hereinbefore provided if in his
          opinion the delay is caused for reasons beyond the
          control of the lessee. Provided that utilized land of the
          allotted plot of land shall revert to the Corporation on the
          expiry of the prescribed/extended period for starting
          production/ expansion of the unit.
E
          xx    xx                      xx

          (r) The lessee will in each year within 2 months from the
          expiry of the account in year supply to the lessor a copy
F         of his profit and loss account pertaining to the accounting
          year and the business run by him in the demised
          premises.

          3(a) Notwithstanding anything hereinbefore contained if
          there shall have been in opinion of the lessor any breach
G         by the lessor.... or if the lessee fails to commence and
          complete the buildings in time and manner it shall be
          lawful for the lessor .... to reenter without taking recourse
          to the Court of law up on the demised premises or any
          part there of his name of whole and there on this demise
H
RAJASTHAN STATE IND. DEV. AND INT CORPN. v. DIAMOND 351
  AND GEM DEV. CORPN. l TD. [DR. B.S. CHAUHAN, J.]

     shall absolutely cease and determine and the money A
     paid by the Lessee by virtue of these preset shall stand
     forfeited to the lessor without prejudice to rights of the
     lessor here under with interest thereon at @19% per
     annum and the Lessee shall not be entitled to any
     compensation whatsoever.                                   B

     xx    xx                      xx
     3(h) Every dispute, difference or question touching or
     arising out or in respect of this agreement to the subject
     matter shall be referred to the sole arbitrator, the C
     Collector of the District wherein the leased plot is situated
     or a, person appointed by him. The decision of such
     arbitrator shall be final and binding on the parties."

     Before entering into merits of the case, it is required to deal   D
with the legal issues involved herein:

I. Approbate and Reprobate
      9. A party cannot be permitted to "blow hot-blow cold", "fast
and loose" or "approbate and reprobate". Where one knowingly E
accepts the benefits of a contract, or conveyance, or of an order,
he is estopped from denying the validity of, or the binding effect
of such contract, or conveyance, or order upon himself. This
rule is applied to ensure equity, however, it must not be applied
in such a manner, so as to violate the principles of, whafis right F
and, of good conscience. (Vide: Nagubai Ammal & Ors. v. B.
Shama Rao & Ors., AIR 1956 SC 593; C./. T. Madras v. Mr.
P. Firm Muar, AIR 1965 SC 1216; Ramesh Chandra Sank/a
etc. v. Vikram Cement etc., AIR 2009 SC 713; Pradeep Oil
Corporation v. Municipal Corporation of Delhi & Anr., AIR G
2011 SC 1869; Cauvery Coffee Traders, Mangalore v. Hornor
Resources (International) Company Limited, (2011) 10 SCC
420; and V. Chandrasekaran & Anr. v. The Administrative
Officer & Ors., JT 2012 (9) SC 260).

     10. Thus, it is evident that the doctrine of election is based    H
    352       SUPREME COURT REPORTS                  [2013] 4 S.C.R.


A   on the rule of estoppel-the principle that one cannot approbate
    and reprobate is inherent in it. The doctrine of estoppel by
    election is one among the species of estoppels in pais (or
    equitable estoppel), which is a rule of equ.ity. By this law, a
    person may be precluded, by way of his actions, or conduct,
B   or silence when it is his duty to speak, from asserting a right
    which he would have otherwise had.

    II. Mutatis Mutandis - means

         11. In Mis. Ashok Service Centre & Anr. etc. v. State of
C   Orissa, AIR 1983 SC 394, this court held as under:

          "Earl Jowitt's 'The Dictionary of English Law 1959)' defines
          'mutatis mutandis' as 'with the necessary changes in
          points of detail'. Black's Law Dictionary (Revised 4th
D         Edn. 1968) defines 'mutatis mutandis' as 'with the
          necessary changes in points of detail, meaning that
          matters or things are generally the same, but to be
          altered when necessary, as to names, offices, and the
          like ... 'Extension of an earlier Act mutatis mutandis to a
          later Act, brings in the idea of adaptation, but so far only
E         as it is necessary for the purpose, making a change
          without altering the essential nature of the things
          changed, subject of course to express provisions made
          in the later Act .... ln the circumstances the conclusion
          reached by the High Court that the two Acts were
F         independent of each other was wrong. We are of the view
          that, it is necessary to read and to construe the two Acts
          together as if the two Acts are one, and while doing so to
          give effect to the provisions of the Act which is a later one
          in preference to the provisions of the Principal Act
G         wherever the Act has manifested an intention to modify
          the Principal Act... •

         Similarly, in Prahlad Sharma v. State of U.P. & Ors.,
    (2004) 4 sec 113, the phrase 'mutatis mutandis' has been
H   explained as under:
RAJASTHAN STATE IND. DEV. AND INT CORPN. v. DIAMOND 353
  AND GEM DEV. CORPN. LTD. [DR. B.S. CHAUHAN, J.]

    "The expression "mutatis mutandis" itself implies                A
    applicability of any provision with necessary changes in
    points of detail .... "

(See also: Mariyappa & Ors. v. State of Karnataka & Ors., AIR
1998 SC 1334; and Janba (dead) thr. Lrs. v. Gopikabai (Smt.),        8
AIR 2000 SC 1771).

     Thus, the phrase "mutatis mutandis" implies that a
provision contained in other part of the statute or other statutes
would have application as it is with certain changes in points
of detail.                                                         C

Ill. Contractual disputes and writ jurisdiction

     12. There can be no dispute to the settled legal proposition
that matters/disputes relating to contract cannot be agitated nor
                                                                  0
terms of the contract can be enforced through writ jurisdiction
under Article 226 of the Constitution. Thus, writ court cannot be
a forum to seek any relief based on terms and conditions
incorporated in the agreement by the parties. (Vide: Bareilly
Development Authority & Anr. v. Ajay Pal Singh & Ors., AIR E
1989 SC 1076; and State of U.P. & Ors. v. Bridge & Roof Co.
(India) Ltd., AIR 1996 SC 3515).

    13. In Kera/a State Electricity Board & Anr. v. Kurien E.
Kalathil & Ors., AIR 2000 SC 2573, this Court held that a writ
cannot lie to resolve a disputed question of fact, particularly to   F
interpret the disputed terms of a contract observing as under:

    "The interpretation and implementation of a clause in a
    contract cannot be the subject-matter of a writ petition .
     .... If a term of a contract is violated, ordinarily the remedy G
    is not the writ petition under Article 226. We are also
    unable to agree with the observations of the High Court
    that the contractor was seeking enforcement of a statutory
    contract ..... The contract between the parties is in the realm
    of private law. It is not a statutory contract. The disputes
    relating to interpretation of the terms and conditions of H
                                   '
    354      SUPREME COURT REPORTS                    (2013] 4 S.C.R.

A         such a contract could not have been agitated in a petition
          under Article 226 of the Constitution of India. That is a
          matter for adjudication by a civil court or in arbitration if
          provided for in the contract .... The contractor should have
          relegated Jo other remedies. "
8         14. It is evident from the above, that generally the court
    should not exercise its writ jurisdiction to enforce the contractual
    obligation. The primary purpose of a writ of mandamus, is to
    protect and establish rights and to impose a corresponding
    imperative duty existing in law. It is designed to promote justice
C   (ex debito justiceiae). The grant or refusal of the writ is at the
    discretion of the court. The writ cannot be granted unless it is
    established that there is an existing legal right of the applicant,
    or an existing duty of the respondent. Thus, the writ does not
    lie to create or to establish a legal right, but to enforce one that
D   is already established. While dealing with a writ petition, the
    court must exercise discretion, taking into consideration a wide
    variety of circumstances, inter-alia, the facts of the case, the
    exigency that warrants such exercise of discretion, the
    consequences of grant or refusal of the writ, and the nature and
E   extent of injury that is likely to ensue by such grant or refusal.

        15. Hence, discretion must be exercised by the court on
  grounds of public policy, public interest and public good. The
  writ is equitable in nature and thus, its issuance is governed
  by equitable principles. Refusal of relief must be for reasons
F which would lead to injustice. The prime consideration for the
  issuance of the said writ is, whether or not substantial justice
  will be promoted. Furthermore, while granting such a writ, the
  court must make every effort to ensure from the avenments of
  the writ petition, whether there exist proper pleadings. In order
G to maintain the writ of mandamus, the first and foremost
  requirement is that the petition must not be frivolous, and must
  be filed in good faith. Additionally, the applicant must make a
  demand which is clear, plain and unambiguous. It must be
  made to an officer having the requisite authority to perform the
H act demanded. Furthermore, the authority against whom
RAJASTHAN STATE IND. DEV AND INT CORPN. v. DIAMOND 355
  AND GEM DEV CORPN. LTD. [DR. S.S. CHAUHAN, J.]

mandamus is issued, should have rejected the demand earlier. A
Therefore, a demand and its subsequent refusal, either by
words, or by conduct, are necessary to satisfy the court that the
opposite party is determined to ignore the demand of the
applicant with respect to the enforcement of his legal right.
However, a demand may not be necessary when the same is B
manifest from the facts of the case, that is, when it is an empty
formality, or when it is obvious that the opposite party would not
consider the demand.

IV. Interpretation of terms of contract
                                                                     c
     16. A party cannot claim anything more than what is covered
by the terms of contract, for the reason that contract is a
transaction between the two parties and has been entered into
with open eyes and understanding the nature of contract. Thus,
contract being a creature of an agreement between two or more D
parties, t-ias to be interpreted giving literal meanings unless,
there is some ambiguity therein. The contract is to be interpreted
giving the actual meaning to the words contained in the contract
and it is not permissible for the court to make a new contract,
however is reasonable, if the parties have not made it E
themselves." It is to be interpreted in such a way that its terms
may not be varied. The contract has to be interpreted without
giving any outside aid. The terms of the contract have to be
construed strictly without altering the nature of the contract, as
it may affect the interest of either of the parties adversely. (Vide: F
United India Insurance Co. Ltd. v. Harchand Rai Chandan Lal,
AIR '2004 SC 4794; Polymat India P. Ltd. & Anr. v. National
Insurance Co. Ltd. & Ors., AIR 2005 SC 286).

    17. In DLF Universal Ltd. & Anr. v. Director, T. and C.
Planning Department Haryana & Ors., AIR 2011 SC 1463, this           G
court held:

     "It is a settled principle in law that a contract is interpreted
     according to its purpose. The purpose of a contract is the
     interests, objectives, values, policy that the contract is H
    356       SUPREME COURT REPORTS                    (2013] 4 S.C.R.


A         designed to actualise. ?It comprises joint intent of the
          parties. Every such contract expresses the autonomy of
          the contractual parties' private will. It creates reasonable,
          legally protected expectations between the parties and
          reliance on its results. Consistent with the character of
B         purposive interpretation, the court is required to
          determine the ultimate purpose of a contract primarily by
          the joint intent of the parties at the time the contract so
          formed. It is not the intent of a single party; it is the joint
          intent of both parties and the joint intent of the parties is
c         to be discovered from the entirety of the contract and the
          circumstances surrounding its formation. As is stated in
          Anson's Law of Contract, "a basic principle of the
          Common Law of Contract is that the parties are free to
          determine for themselves what primary obligations they
          will accept... Today, the position is seen in a different light.
D
          Freedom of contract is generally regarded as a
          reasonable, social, ideal only to the extent that equality
          of bargaining power between the contracting parties can
          be assumed and no injury is done to the interests of the
          community at large." The Court assumes "that the parties
E         to the contract are reasonable persons who seek to
          achieve reasonable results, fairness and efficiency... ln a
          contract between the joint intent of the parties and the
          intent of the reasonable person, joint intent trumps, and
          the Judge should interpret the contract accordingly."
F
    V. "As-is-where-is" - means
         18. The phrase, "as is-where-is", has been explained.by
    this Court in Punjab Urban Planning & Development Authority
G   & Ors. v. Raghu Nath Gupta & Ors., (2012) 8 SCC 197,
    holding as under:

          "We notice that the respondents had accepted the
          commercial plots with open eyes, subject to the
          abovementioned conditions. Evidently, the commercial
H         plots were allotted on "as-is-where-is" basis. The allottees
  RAJASTHAN STATE IND. DEV. AND INT CORPN. v. DIAMOND 357
    AND GEM DEV. CORPN. LTD. [DR. B.S. CHAUHAN, J.]

      would have ascertained the facilities available at the time    A
      of auction and after having accepted the commercial
      plots on "as-is-where-is" basis, they cannot be heard to
      contend that PUDA had not provided the basic amenities
      like parking, lights, roads, water, sewerage, etc. If the
      allottees were not interested in taking the commercial         B
      plots on "as-is-where-is" basis, they should not have
      accepted the allotment and after having accepted the
      allotment on "as-is-where-is" basis, they are estopped
      from contending that the basic amenities like parking,
      lights, roads, water, sewerage, etc. were not provided by      c
      PUDA when the plots were allotted ... "

     (See also: UT Chandigarh Admn. & Anr. v. Amarjeet
 Singh & ors., (2009) 4 sec 660).

 VI. "As if' - means                                                 D

      19. The expression "as if', is used to make one applicable
  in respect of the other. The words "as if create a legal fiction.
  By it, when a person is "deemed to be" something, the only
  meaning possible is that, while in reality he is not that . E
  something, but for the purposes of the Act of legislature he is
  required to be treated that something, and not otherwise. It is
  a well settled rule of interpretation that, in construing the scope
  of a legal fiction, it would be proper and even necessary, to
  assume all those facts on the basis of which alone, such fiction
                                                                      F
  can operate. The words "as if', in fact show the distinction
  between two things and, such words must be used only for a
  limited purpose. They further show that a legal fiction must
  be limited to the purpose for which it was created. (Vide:
  Radhakissen Chamria & Ors. v. Durga Prasad Chamria &
  Anr., AIR 1940 PC 167; Commr. of Income-tax, Delhi v. S. G
  Teja Singh, AIR 1959 SC 352; Ram Kishore Sen & Ors. v.
  Union of India & Ors., AIR 1966 SC 644; Sher Singh v. Union
· of India & Ors., AIR 1984 SC 200; State of Maharashtra v. Laljit
  Rajshi Shah & Ors, AIR 2000 SC 937; Paramjeet Singh
  Patheja v. /CDS Ltd. AIR 2007 SC 168; and Commissioner H
    358      SUPREME COURT REPORTS                    [2013] 4 S.C.R.


A of Income Tax v. Willamson Financial Services & Ors. (2008)
    2 sec 202).

      20. In East End Dwelling Co. Ltd. v. Finsbury Borough
  Council, 1952 AC 109, this Court approved the approach which
B stood adopted and followed persistently. It set out as under:

          "The statute says that you must imagine a certain state
          of affairs; it does not say that having done so, you must
          cause or permit your imagination to boggle when it
          comes to the inevitable corollaries of that state of affairs".
c
        21. In Industrial Supplies Pvt. Ltd. & Anr. v. Union of India
    & Ors., AIR 1980 SC 1858, this Court observed as follows:-
          "It is now axiomatic that when a legal fiction is
          incorporated in a statute, the court has to ascertain for
D         what purpose the fiction is created. After ascertaining
          the purpose, full effect must be given to the statutory
          fiction and it should be carried to its logical conclusion.
          The court has to assume all the facts and consequences
          which are incidental or inevitable corollaries to giving
E         effect to the fiction. The legal effect of the words 'as if he
          were' in the definition of owner in Section 3(n) of the
          Nationalisation Act read with Section 2(1) of the Mines
          Act is that although the petitioners were not the owners,
          they being the contractors for the working of the mine in
F         question, were to be treated as such though, in fact, they
          were not so." (Emphasis added)

         22. The instant case is required to be decided in the light
    of the aforesaid settled legal propositions.
G       The terms and conditions incorporated in the lease deed
    reveal that, the allotment was made on "as-is- where-is" basis.
    The same was accepted by the respondent-company without
    any protest, whatsoever. The lease deed further enabled the
    appellant to collect charges, in case it decided to provide the
H
RAJASTHAN STATE IND. DEV. AND INT CORPN. v. DIAMOND 359
  AND GEM DEV. CORPN. LTD. [DR B.S. CHAUHAN, J]

approach road. Otherwise, it would be the responsibility of the        A
respondent-company to use its own means to develop such
road, and there was absolutely no obligation placed upon the
appellant to provide to the respondent the access road. As the
respondent-company was responsible for the creation of its own
infrastructure, it has no legal right to maintain the writ petition,   B
and courts cannot grant relief on the basis of an implied
obligation. The order of the High Court is in contravention of
clause 2(g) of the lease deed.

     23. The State of Rajasthan had acquired the land in
exercise of its eminent domain and transferred the same to the         C
appellant-RllCO after receiving the consideration amount and
executed the lease deed in its favour. The State exercised its
power in transferring the land to RllCO under the Rules 1959.
However, further allotment by RllCO to the respondent-company
was under the Rules 1979. Therefore, the High Court committed          D
an error treating that the whole case was governed only under
the Rules 1959, and that Rules 1979 had no application at all.


     24. The High Court recorded a finding, as regards the             E
submission made on behalf of the appellant-RllCO, stating that
the audit conducted by it showing various irregularities and
pointing out the mis-appropriation of public funds by the
respondent-company, was a matter entirely unrelated to the
allotment and development of the said land. Rule 11-A of the           F
Rules 1959, as amended created a legal fiction by which the
respondent-company ·had become a lessee and the State of
Rajasthan, the lessor and therefore the order passed by the
appellant-RllCO, was wholly without jurisdiction, as after
4.11.1991, RllCO had no authority whatsoever, to cancel the            G
allotment of land made in favour of the respondent-company,
since it was only the State of Rajasthan that had the authority
to cancel the said allotment; by not providing for an access
road, the purpose for which allotment was made by RllCO
stood defeated, and this was what had resulted in the delay of
                                                                       H
    360      SUPREME COURT REPORTS                  [2013] 4 S.C.R.


A the development of the said land, and in such a fact-situation,
  cancellation of land was not permissible; there was a
  constructive obligation on the part of the appellant-RllCO to
  provide an approach road with respect to the land which was
  allotted; and that RllCO had failed to co-operate with the
B respondent-company to accomplish the task it had undertaken,
  and that the order of cancellation was liable to be set aside for
  lack of jurisdiction and for want of competence.

       25. The aforesaid reasons given by the High Court are
  mutually inconsistent. When the High Court came to the
C conclusion that the appellant-RllCO had no competence to deal
  with the land and to cancel the allotment made in favour of the
  respondent-company, there was no justification to hold RllCO
  responsible for providing the approach road. Such a finding
  could be permissible only if the appellant-RllCO had
D competence to deal with the land in dispute.

       26. The High Court also erred in holding that the provision
  of providing the access road was an obligation on the part of
  the appellant-RllCO, deciding this on equitable grounds. The
E terms of the lease deed clearly stipulated that in case the
  appellant-RllCO provides the access road, it will be vested with
  the right to collect the charges incurred by it from the
  respondent-company, therein, and in the alternative, it would be
  the obligation of the respondent-company to develop its own
F infrastructure, and the same would include development of the
  access road. Therefore, the appellant-RllCO was not under any
  obligation to provide the said access road.

        27. The interpretation given to the amended Rule 11-A of
  the Rules 1959 by the High Court, takes away the vested right
G of the appellant-RllCO in the title as well as in the interest that
  it had acquired in the property, as it had paid the entire amount
  for the land to the State when possession of land was handed
  over to it.

H         Rule 11-A of the Rules 1959 was amended only to
RAJASTHAN STATE IND. DEV AND INT CORPN. v. DIAMOND 361
  AND GEM DEV CORPN. LTD. [DR. B.S. CHAUHAN, J.]

facilitate the respondent-company to grant further sub-lease and       A
not to divest RI ICO from its rights and title. It was found
necessary in wake of difficulties faced by the respondent-
company as it was not permissible for it to grant further sub-
lease. Thus, the rule provided a deeming clause/fiction that for
the purpose of sub"lease by the respondent-company to further          B
allottees, it would be deemed that the State Government had
executed the lease in favour of the respondent-company.
The terms "mutatis mutandis'; and "as if', used in the amended
provisions of Rule 11-A of the Rules 1959 simply facilitated the
sub-letting of a part of the premises by the respondent-               c
company, and did not take away the title and rights that the
appellant-RllCO had over the land.

     The. Rule 11-A of the Rules 1959 has further been amended
on 12.10.2000 enabling all the allottees of RllCO to sub-lease
further. Thus, if the interpretation given by the High Court is        D
accepted, the appellant RllCO looses all its lands and properties
and rendered the development authority existing on papers only,
without any status/authority.

      28. The ultra activist view articulated by the High Court on     E
the basis of supposed intention and imaginative purpose to the
amendment act, is uncalled for and ought to have been avoided.
It rendered the appellant-RllCO totally insignificant and irrelevant
without realising that the appellant-RllCO had autonomous
functioning, and the interpretation given by the High Court has        F
devastating effect underlying its status, authority and
autonomous functioning. In fact, by interpretation the High Court
had conferred an authoritarian role to the State, taking away
the right of appellant-RllCO on its property without realising that
the amendment to Rule 11-A of the Rules 1959 had specifically          G
been engrafted therein only, for the purpose of facilitating the
respondent-company to grant further sub-lease. Thus, it is
evident that the High Court decided the case on speculative
and hypothetical reasons.
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    362    SUPREME COURT REPORTS                 [2013) 4 S.C.R.


A      29. The terms incorporated in the lease deed itself provide
  for timely completion of construction and also for the
  commencement of production within a stipulated period.
  Records however, reveal that only 10% of total construction
  work stood completed by the respondent-company. No proper
B application was ever filed for seeking extension of time by the
  respondent-company, as per the Rules. We have been taken
  through the record.

       While providing justification for the non-completion of
C construction and commencement of production, in very vague
  terms, it was submitted by the respondent-company that
  extension of time was sought from statutory authorities.
  However, the said application did not specify how much more
  time the company was seeking, and that too, without meeting
  any requirements provided in the statutory rules.
D
       30. According to clause 2(d) of the lease deed the entire
  project was to be completed within a period of five years i.e.
  by 25.5.1994. But it is evident from the material on record that
  construction was just made on the fraction of the entire land.
E Clause 2 (i) contemplated that, the lessee will not transfer nor
  sub-let nor relinquish rights without prior permission from the
  appellant-RllCO. However, it is evident from the record that the
  respondent-company had negotiated with a third party for
  development of the land.
F      31. The cancellation of allotment was made by appellant-
  RllCO in exercise of its power under Rule 24 of the Rules 1979
  read with the terms of the lease agreement. Such an order of
  cancellation could have been challenged by filing a review
  application before the competent authority under Rule 24 (aa)
G and, in the alternative, the respondent-company could have
  preferred an appeal under Rule 24(bb)(ii) before Infrastructure
  Development Committee of the Board. The respondent-
  company ought to have resorted to the arbitration clause
  provided in the lease deed in the event of a dispute, and the
H District Collector, Jaipur would have then, decided the case.
RAJASTHAN STATE IND. DEV AND INT CORPN. v. DIAMOND 363
  AND GEM DEV CORPN. LTD. [DR B.S. CHAUHAN, J.]

However, the respondent-company did not resort to either of          A
the statutory remedy, rather preferred a writ petition which could
not have been entertained by the High Court. It is a settled law
that writ does not lie merely because it is lawful to do so. A
person may be asked to exhaust the statutory/alternative
remedy available to him in law.                                      B

     32. In view of the above, the appeals deserve to be
allowed. Thus, the appeals are allowed. Judgment and order
impugned are set aside and the order of cancellation of
allotment in favour of the respondent-company by the appellant       C
is restored. However, in the facts and circumstances of the
case, there shall be no order as to costs.

B.B:B.- .                                      Appeals allowed.