(Prayer : Writ Petition filed under Article 226 of the Constitution of India, praying to issue a Writ of Certiorarified Mandamus, calling for the records relating to impugned communication/decision dated 10.07.2026 by which the petitioner - Company was disqualified and declared non-responsive in respect of Tender, No.CP23/AFA02 (Ref. CMRL/PHASE-II/SYS/CP23/AFA02/2025) for the Automatic Fare Collection (AFC) System under Chennai Metro Rail Project Phase II, quash the same as being arbitrary, illegal, non-speaking and violative of Article 14 of the Constitution of India and consequently direct the respondent No.1 to consider and open the price bid of the petitioner company along with other bidders and direct the respondents to consider the petitioner company’s technical bid afresh in a fair, transparent and reasoned manner, after duly considering the clarification and representations submitted by the petitioner along with the documents and pass such further or other orders.)

1. This Writ Petition is filed for a Writ of Certiorarified and Mandamus, challenging the impugned communication dated 10.07.2026, by which the petitioner - Company was disqualified and declared non-responsive in respect of Tender No. CP23/AFA02 (Ref. CMRL/PHASE-II/SYS/CP23/AFA02/2025) for the Automatic Fare Collection (AFC) System under the Chennai Metro Rail Project Phase II. The petition seeks to quash the impugned communication as arbitrary, illegal, non-speaking, and violative of Article 14 of the Constitution of India, and to direct the first respondent to consider and open the price bid of the petitioner - Company along with other bidders, and to direct the respondents to consider the petitioner - Company’s technical bid afresh in a fair, transparent, and reasoned manner, after duly considering the clarification and representations submitted by the petitioner along with the documents.

2. In March 2025, the first respondent floated the above-mentioned tender inviting proposals for the design, manufacture, supply, installation, testing, commissioning, training & maintenance of station-level equipment of the automatic fare collection system for CMRL Phase II – Corridor 3 (From Madhavaram Milk Colony to Sholinganallur) and Corridor 5 (From Madhavaram Metro to Koyambedu Metro), and for the manufacture, supply, installation, testing, commissioning & maintenance of the automatic fare collection (AFC) system, including the replacement & retrofitting of stationlevel equipment for the existing Phase I.

3. In response, the petitioner – Company submitted its bid on 28.11.2025. Thereafter, on 22.12.2025, the second respondent sought certain clarifications from the petitioner regarding joint venture requirements, financial qualifications, experience criteria, and the interpretation of eligibility clauses. On 06.01.2026, the petitioner submitted a detailed and comprehensive response to all the clarifications, along with supporting documents. Thereafter, on 06.02.2026, the petitioner – Company voluntarily submitted an additional representation providing further clarification and supporting materials. Once again, on 04.03.2026, the petitioner sent a follow-up communication reaffirming its compliance with the eligibility and qualification criteria.

4. Similarly, it sent further representations on 24.03.2026, 26.03.2026, 04.05.2026 and 02.06.2026. Once again, the petitioner sent a detailed representation on 09.07.2026. On 10.07.2026, the respondents responded to the petitioner, stating that they had evaluated the petitioner's bid. On the same day, they opened the technical bids of the other bidders, evaluated them, and declared the petitioner's bid non-responsive. However, the online endorsement did not state any reasons; therefore, the petitioner sent a detailed representation urging the respondents to provide reasons for declaring the petitioner nonresponsive.

5. The respondents’ case is that, after the representation received pursuant to their request for clarification on 22.12.2025, the subsequent representations sent voluntarily by the petitioner from 06.02.2026 onwards cannot be entertained by them, in terms of Clause 27.1 of the instructions to bidders contained in the RFP document. It is stated that the technical bid, clarificatory statement, and documents submitted by the petitioner were duly evaluated by the general consultant of the first respondent, the tender committee and the Director-level committee and it was found that the petitioner’s bid was nonresponsive for three reasons.

6. Firstly, it is stated that the technical bid submitted by the petitioner is in contravention of the mandatory Evaluation and Qualification Criteria (EQC) provided under Clause 2 (I). As per the said clause, the qualification criteria must be satisfied by the entity comprising the bidder and not by its parent companies, group companies, subsidiaries or other affiliated entities. In the present case, the petitioner has submitted financial details based on the consolidated, audited financial statements of its parent company – EXEO Group, Inc., Japan, instead of the petitioner’s own audited financial statements.

7. The second reason for rejection of the petitioner’s technical bid is that it submitted experience details of M/s. 68 Systems & Projects Engineering Pte. Limited (68SPE), an entity in which the petitioner claims to hold 80% of the shareholding. As per EQC Clause 2 (I), the bidder cannot rely on the experience details of a claimed subsidiary or affiliated entity to satisfy the bidder qualification requirements.

8. The third reason for rejection of the petitioner’s bid is that the petitioner failed to satisfy the mandatory bidder-level experience requirements stipulated in EQC Clause 2(I), read with EQC Clauses 2.4.1 and 2.4.2(a), read with Note (vi). In addition, the experience of a claimed subsidiary or proposed specialised subcontractor cannot be considered for meeting the bidder’s qualification criteria, in view of the provisions of the Instructions To Bidders (ITB) Clauses 16.3 and 30.2, read with the EQC provisions.

9. It is the further case of the respondents that after analysis of the technical bid, the JICA (Japan International Co-operation Agency), the principal funding agency for the project, also issued a No Objection Letter on 18.06.2026. It is the further case of the respondents that after opening the technical bids, the financial bids of the eligible bidders were also opened on 10.07.2026. At this stage, the petitioner filed the present Writ Petition on 03.08.2026. By an order dated 06.08.2026, this Court passed an interim order, recording the petitioner’s contention that no reasons whatsoever were stated for treating the petitioner’s bid as non-responsive.

10. In response, the learned counsel appearing for the respondents submitted that the petitioner did not satisfy the eligibility criteria. In reply, the learned counsel for the petitioner submitted that, if the petitioner were put on notice, it would have an opportunity to explain and establish its eligibility.

11. Under these circumstances, the learned counsel for the respondents submitted that the reasons prompting the respondents to declare the petitioner’s bid as non-responsive would be disclosed on 07.08.2026, after which the petitioner would be permitted to submit its response. It was further submitted that, since the tender was still at the evaluation stage, the respondents would not award the tender until 14.08.2026.

12. After recording the aforesaid submissions, this Court observed that it would be open to the petitioner to submit its response/reply, and that, if submitted, the same would be considered by the respondents. The petitioner was also to be afforded an opportunity of hearing, and a report was directed to be filed before this Court.

13. Accordingly, on 07.08.2026, the first respondent issued a detailed communication setting out the reasons for rejection. The petitioner submitted a detailed response thereto on 10.08.2026. An opportunity of hearing was also afforded to the petitioner, and after discussion and hearing on 12.08.2026, the petitioner’s contentions were not accepted. Detailed minutes of the proceedings were thereafter issued to the petitioner on 13.08.2026.

14. Thereafter, the respondents filed a detailed counter-affidavit resisting the petitioner’s claim and contending that the petitioner’s bid had been rightly declared non-responsive. In the above circumstances, this Court heard the learned counsel appearing on either side.

15. Mr.P.R.Raman, the learned Senior Counsel appearing on behalf of the petitioner, would submit that the first reason for rejection is that in forms FIN-1 to FIN 5, that are submitted by the petitioner along with his bids, is treated as if the petitioner is relying upon the financials of its parent company and not its own financials, and as such it is held that the petitioner does not meet the basic eligibility criteria of showing a turnover of Rs.148 Crores as contained in Clause 2.3.2 of the EQC.

16. In this regard, it is the contention of the learned Senior Counsel that the consolidated statements of EXEO Group, Inc., Japan include the financial results of the bidder. EXEO Group Inc., Japan files them publicly on the Japanese stock exchange. Under Japan's independent auditing standards, the bidder's position is clearly documented. The ACRA (Accounting and Corporate Regulatory Authority) business profile shows that the bidder is wholly owned by EXEO Group Inc., Japan, and has paid-up capital of about 492 million Singapore dollars. The bidder is the group’s global headquarters for international business and currently runs all overseas operations through its subsidiaries. The consolidated structure in the audited report shows the group's overseas companies under the Singapore headquarters.

17. The bidder’s overseas revenue for the financial year 2020-2021 was taken from audited and published data. The projected revenue starts at about JPY 10.8 billion for the financial year 2020 and is given for each subsequent year. These documents also separate out the revenue attributable to the bidder. The petitioner’s parent company has also provided an unconditional financial guarantee for the entire contract value. As a matter of fact, if one looks at Section V, Clause A 3 (a) (ii), it provides that a juridical person incorporated outside Japan can be regarded as a Japanese partner if it is a subsidiary included in the scope of consolidation and factored into the aggregated accounting figure of a consolidated financial statement of a Japanese company, prepared under the Financial Instruments and Exchange Act of Japan. Thus, AFC supports the financial strength. A Japanese company and its subsidiary/joint venture partners, and the parent company’s consolidated financial statements include the financials of its subsidiaries. This does not mean that the petitioner is relying upon the turnover of its parent company. The petitioner’s own turnover is duly demonstrated and reflected in the documents referred to above. Therefore, the rejection of the petitioner’s bid, without due application of mind, cannot be sustained.

18. The second allegation, relied upon by the respondents, relates to experience. The petitioner does not depend upon M/S. 68SPE. However, the petitioner has clarified that it relies on the credentials of the specialised subcontractors. EQC 2(I) and Clause 30.2, read with Clause 16.3, permit the same, provided that the petitioner satisfies the criteria mentioned in EQC 2.4.2 (b). Therefore, the objection that the petitioner is relying upon the experience of its subsidiary is actually incorrect.

19. The learned Senior Counsel submits that Clause 16.3 provides that the bidder may propose a specialised subcontractor for key activities. Clause 30.2 and EQC 2 (1) provide that the entity comprising the bidder includes the specialised subcontractor so employed. The bidder and its specialised subcontractor together form a single entity, not a joint venture. The respondent's argument that each member must meet the requirement applies only to joint ventures and consortia. It does not apply to a single-entity bidder. The learned Senior Counsel submits that the specialised subcontractor meets both requirements: general experience (EQC 2.4.1), as the subcontractor has experience in AFC contracts, as a prime contractor or subcontractor, since January 2015. Similarly, the specific experience as per EQC 2.4.2 is also met, as at least one similar work of a minimum of 21 stations outside the bidder's country of origin since 2015 is present. The proof is produced in Forms EXP-1, EXP-2(a), and EXP-2(b), along with the bid.

20. As a matter of fact, it is the case of the respondents that they must identify the key activities and nominate the subcontractor. That contradicts Clause 16.3, which requires the bidder to propose both. Form EXP -2(b) confirms that the bidder has proposed the subcontractor. The bidder has to identify the key activities along with the specialised subcontractor in that form.

21. The learned Senior Counsel submitted that all three reasons relied upon by the respondents are unsustainable. The learned Senior Counsel further submitted that Clause 32 itself clarifies that when the technical bid is substantially responsive, the employer may waive non-conformities. The employer may also seek documents from the bidder within a reasonable time to rectify non-material non-conformities and documentation. Similarly, Clause 13.3 allows the employer to waive minor, non-material deviations in the qualification criteria when they do not materially affect the bidder's technical capability and financial resources. It must be seen that the petitioner is a highly capable bidder, with reference to its financial status, substantially qualifies, and has experience in the relevant field through its specialised contractors. Therefore, the respondents ought to have considered the same.

22. The learned Senior Counsel further submitted that the very purpose of the tender process is to ensure effective competition and to obtain the best value for public funds. Having regard to the number of participants and the status of the bidding process, the respondent authorities ought to have invoked Clauses 30.3 and 32 of the ITB. According to the learned Senior Counsel, the respondents have construed Clause 2.1 of the EQC in a pedantic and hypertechnical manner, without appreciating the petitioner’s actual financial position. By such action, the respondents have excluded the petitioner from the tender process, despite the petitioner being the lowest bidder.

23. In support of the contentions, the learned Senior Counsel would rely upon the following decision,

                     (i) CRRC Corporation Vs. Metro Link Express((2017) 8 SCC 282)

                      (ii) Subodh Kumar Singh Rathour Vs. Chief Executive Officer((2024) 15 SCC 461)

                     (iii) Shanti Construction Pvt. Ltd. Vs. State of Odisha((2025) SCC OnLine SC 2368)

                     (iv) S and P Infrastructure Developers Pvt. Ltd. Vs. National Highways Authority of India((2026) SCC OnLine Del 4384) and

                     (v) Goldair India Pvt. Ltd. Vs. AAI((2025) SCC OnLine Mad 10453)

24. Per contra, the learned counsel appearing on behalf of the respondents would submit that the tender-floating authority is not bound by the internal procedures of the petitioner or its arrangements with its parent companies. The RFP conditions require that, with reference to financial qualification, only the petitioner's qualification be considered, not that of its group companies, subsidiaries, etc. The learned counsel, by pointing out to Form – FIN 2, the average annual turnover, would submit that, though the average annual turnover is mentioned for each of the five years, the petitioner is supposed to file proof in respect of the same.

25. The supporting document filed in Form FIN -1, along with the other statements, that is, the consolidated financial statements and consolidated balance sheets filed in respect of each year, when perused, do not disclose the fact mentioned by the petitioner. The petitioner randomly claims a particular quantum of turnover with reference to each year reflected in the consolidated statement, as belonging to it, and the Tender Committee, the Consultant, and the Director-level Committee, which evaluated the technical bids to the best of their ability, could not authoritatively find it expressly mentioned in the balance sheets and consolidated financial results filed by the petitioner. Thus, having found that the statement filed by the petitioner belongs to its parent company, the authorities have no other way than to conclude that the petitioner did not submit proof of the minimum turnover of Rs.148 Crores that is required, and, as such, the rejection of the bid submitted by the petitioner was in accordance with law.

26. Similarly, with reference to the qualifications Nos. 2 and 3, the learned counsel, relying upon the EQC Clauses 2.4.1 and 2.4.2, submits that they cannot be read to include general experience, and that specific experience of the contractors and the single entity must possess the experience qualifications.The tabular column categorically states that the single entity must meet the experience criteria. In view thereof, the reasons mentioned in Sl. Nos. 2 and 3 for rejection were valid.

27. In support of his submissions, the learned counsel would rely upon the following judgments,

                     (i) Afcons Infrastructure Limited Vs. Nagpur Metro Rail Corporation Limited and Anr.((2016) 16 SCC 818)

                     (ii) Consoltium of Titagarh Firema Adler S.P.A – Titagarh Wagons Ltd Vs. Nagpur Metro Rail Corporation Limited((2017) 7 SCC 486)

                     (iii) CRRC Corporation Limited Vs. Metro Link Express for Gandhinagar and Ahmedabad (Mega) Company Limited((2017) 8 SCC 282)

                     (iv) N.G.Projects Limited Vs. Vinod Kumar Jai and Ors.((2022) 6 SCC 127)

                     (v) National High Speed Rail Corporation Limited Vs. Montecarlo Limited and Anr.((2022) 6 SCC 401)

He would specifically point out to the Judgment in N.G.Projects Limited’s case (cited supra) that this Court under Article 226 of the Constitution of India should refrain from granting interim orders relating to infrastructure projects.

28. I have considered the rival submissions made on either side and perused the material records of the case.

29. A perusal of the judgments relied upon by both sides, relevant to the issue on hand, the following legal position obtains;

                     (i) If, after evaluating the technical bids, the employer finds that a bid is not responsive, the technical bid can rightly be rejected.

                     (ii) While deciding about the qualification and other criteria, the manner in which the tender floating authority reads the qualification clauses and understands the position should be given primacy, and the Court under Article 226 cannot substitute its opinion for the opinion of the employer.

                     (iii) However, if only the conclusion reached by the employer is absurd or based on a minor technical defect not substantially affecting the qualification, thus rendering the rejection a lame excuse, this Court under Article 226 can interfere.

                     (iv) In every case, merely because the petitioner had or would have quoted a lesser amount than the persons whose technical bids have been found valid, does not warrant interference on the ground of public interest. Public interest also includes the integrity of the tender process and the selection of a person who duly has all the qualifications.

30. With the above legal position in the background, with reference to the first ground, Clause 2 (I) of the EQC relating to qualification is extracted hereunder for ready reference:-

                     “2.Qualification

                     I) Qualification of the Bidder but not of Bidder’s Affiliates

                     It is the legal entity or entities comprising the Bidder (which is/are party to the Bidder under a JV or as specialized subcontractors to be employed for the key activities listed in this Section), and not the Bidder’s parent company(ies), group companies, subsidiaries, or other affiliates, that must satisfy the qualification criteria.”

31. Clause 2.3.2 of EQC mandates that the petitioner should have an average annual turnover of Rs.148 Crores, and the compliance requirements column states that the single entity must meet the requirement. Therefore, the petitioner must meet the requirement. The respondents contend that the consolidated statements filed for each year, though they reflect the millions of Yen with reference to each period and other details, as rightly pointed out by the learned counsel for the respondents, do not make it clear from the above statements which amount(s) belong to the parent company or the other group companies, and which turnover belongs to the petitioner.

32. The learned Senior Counsel would rely upon the published extract from the audited report. In the image filed by the petitioner, a separate box mentions the overseas group companies; however, apart from the petitioner, the names of other companies are also mentioned. Similarly, in the business unitwise breakdown graphs, the overseas revenue is given in a separate box, which the petitioner claims that it should be attributable only to it.

33. This Court is not concerned with the veracity of the statement. However, when the tender document, under Clause 30.1 and 30.2 of ITB, states that the employer shall determine, to its satisfaction, whether the bidders meet the qualification criteria, and that this determination shall be based on the examination of the documentary evidence of the submitted by the bidder, if the employer has examined the documents and is unable to be satisfied about the petitioner's annual turnover, unless this Court finds that the same is patently absurd or is only a lame excuse, this Court cannot interfere.

34. As a matter of fact, on a closer examination of the set of documents filed along with the bid, it can be seen that the version of the respondent that the consolidated statements do not separately mention the turnover appears to be correct. Similarly, the graphical representation in the statement also includes figures for overseas turnover. The petitioner's contention is based on the output/graphical representation given in the publication. Even if two views are possible, the Court under Article 226 must give primacy to the manner in which the expert body reviews the bidding document and construes it in terms of clauses 30.1 and 30.2 of the ITB.

35. Accordingly, with reference to turnover, I am unable to accept the contention of the learned Senior Counsel for the petitioner. Similarly, with reference to experience, Clause 30.2 says that a single entity or a subcontractor’s experience can be considered. In the relevant column relating to eligibility and qualification criteria contained in Clauses 2.4.1, 2.4.2, 2.4.2(a) and 2.4.2(b), on a reading thereof, with reference to compliance requirements, it reads that the single entity must meet the requirement. Whether the single entity, which is now only proposing the subcontractor, can rely entirely on the subcontractor, even before the proposal is accepted and the subcontractor is identified/accepted by the employer, is debatable, and two views are possible. In such cases, the manner in which the employer understands his own tender conditions is to be given primacy by this Court.

36. Accordingly, I am not in a position to hold that the petitioner’s technical bid has been wrongfully rejected. The Writ Petition stands dismissed. No costs. Consequently, the connected miscellaneous petition is closed.