Delhi High Court - Orders
Dinesh Mittal & Ors vs M/S Triveni Infrastructure ... on 20 December, 2023
Author: Prathiba M. Singh
Bench: Prathiba M. Singh
$~C1 & C2
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 39/2009, CO.APPLs. 543/2013, 1585/2013, 2568/2015,
765/2016, 2966/2016, 1366/2017, 75/2018, 441/2018, 689/2018,
830/2018, 545/2020, 655/2020, 5/2021, 444/2022, 733/2022,
734/2022, 21/2023, 36/2023, 50/2023, 513/2023, 634/2023,
713/2023, 754/2023, 755/2023, 756/2023, 766/2023, 776/2023,
968/2023, 969/2023, 970/2023, 971/2023, OLR 114/2018 & OLR
98/2023
DINESH MITTAL & ORS. ..... Petitioners
Through: Mr. Abhimanyu Bhandari, Ms.
Nattasha Garg, Mr. Thakur Ankit
Singh, Mr. Abhay K. Das, Advs (M.
9654998650)
Mr. Jay Savla Sr. Adv, Mr. Prabhat
Chaurasia, Mr. Rajpal Singh for
Applicant/Sicom Ltd (M.
9873849435)
versus
M/S TRIVENI INFRASTRUCTURE
DEVELOPMENT CO. LTD ..... Respondent
Through: Mr. Anil Kumar Yadav, AAG with
Ms. Noopur Singhal, Adv. with Mr.
Lalit Bazad DTP HQ., Mr. Suraj
Katiyal Planning Assistant, DTCP
and Mr. Rajbeer Singh, Chief
Accounts Officer, DTCP (M.
9312765888)
Mr. Akhil Sibal, Sr. Adv. with Ms.
Priyadarshini Dewan, Mr. Deepak
Agarwal and Ms. Aarohi
Mikkilineni, Advocates along with
CO.PET. 39/2009 & CO.PET. 333/2010 Page 1 of 14
This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above.
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Mr. Madhur Mittal and Mr. Sumit
Mittal (Ex - Directors of the
Respondent Company under
Liquidation) in person.
Mr. Abhimanyu Bhandari, Ms.
Nattasha Garg, Mr. Alok Raghav,
Mr. Thakur Ankit Singh and Mr.
Srikant Singh, Advocates for
Applicant in CA/659/2021,
655/2020, 444/2022 (M:
9026272055).
Ms. Ruchi Sindhwani, Sr. Standing
Counsel with Ms Megha Bharara,
Adv. with Mr. Vineet Rai & Dy
Official Liquidator, Mr Kataria (M:
9811533510/9871145546).
C2 WITH
+ CO.PET. 333/2010, CO.APPLs. 2375/2011, 1843/2013, 905/2016,
4542/2016, 4587/2016, 1113/2017, 315/2018, 659/2021 & OLR
255/2017
SH. SAMEER SHARMA ..... Petitioner
Through: Mr. Abhimanyu Bhandari, Ms.
Nattasha Garg, Mr. Thakur Ankit
Singh, Mr. Abhay K. Das, Advs (M.
9654998650)
versus
M/S TRIVENI INFRASTRUCTURE
DEVELOPMENT CO LTD ..... Respondent
Through: Mr. Anil Kumar Yadav, AAG with
Ms. Noopur Singhal, Adv. with Mr.
Lalit Bazad DTP HQ., Mr. Suraj
Katiyal Planning Assistant, DTCP
and Mr. Rajbeer Singh, Chief
CO.PET. 39/2009 & CO.PET. 333/2010 Page 2 of 14
This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above.
The Order is downloaded from the DHC Server on 23/12/2023 at 01:13:01
Accounts Officer, DTCP (M.
9312765888)
Mr. Akhil Sibal, Sr. Adv. with Ms.
Priyadarshini Dewan, Mr. Deepak
Agarwal and Ms. Aarohi
Mikkilineni, Advocates along with
Mr. Madhur Mittal and Mr. Sumit
Mittal (Ex - Directors of the
Respondent Company under
Liquidation) in person.
Mr. Abhimanyu Bhandari, Ms.
Nattasha Garg, Mr. Alok Raghav,
Mr. Thakur Ankit Singh and Mr.
Srikant Singh, Advocates for
Applicant in CA/659/2021,
655/2020, 444/2022 (M:
9026272055).
Ms. Ruchi Sindhwani, Sr. Standing
Counsel with Ms Megha Bharara,
Mr. Vineet Rai, Advocates with Dy
Official Liquidator, Mr Kataria (M:
9811533510/9871145546).
CORAM:
JUSTICE PRATHIBA M. SINGH
ORDER
% 20.12.2023
1. This hearing has been done through hybrid mode.
CO.APPL.659/2021 in CO.PET.333/2010
2. The present application has been filed by the Applicant-BSF Family Welfare Society (Regd.), comprising of serving & retired officers and personnel of the Border Safety Force ('BSF') and other paramilitary/armed forces.
CO.PET. 39/2009 & CO.PET. 333/2010 Page 3 of 14This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 23/12/2023 at 01:13:02
3. The Applicant-Society entered into an agreement dated 1st December, 2006 with Triveni Infrastructure Development Co. (hereinafter, 'TIDCO') for the purchase of 266 flats in the Triveni Signature Project, Sector-89, Faridabad (hereinafter, 'Sector 89 Project'). The said Sector 89 Project is stated to be developed in 10.33 acres with FAR of 14.80 acres. The total agreed cost was Rs.65 crores, and according to the Applicant-Society, the flats were to be handed over to its members by June, 2010.
4. In July, 2009, supplementary agreements to extend the timeline to complete the Sector 89 Project were also executed to complete the said Project on or before October, 2010. However, for various reasons construction was not completed.
5. The present winding up petitions came to be filed before this Court on 28th January, 2009 and a Monitoring Committee was appointed on 13th May, 2011 to try rehabilitate and revive the company under liquidation. At that time, various proposals concerning the Applicant-Society and its members were discussed. But a resolution did not fructify. The members of the Applicant- Society have endured a long wait, particularly since the company under liquidation was ordered to be wound up on 22nd March, 2012, in terms of the order passed by this Court. Thereafter, the Applicant-Society and its members have been awaiting some closure to this dispute.
6. As on date, the submission of the Applicant-Society is that out of the agreed sale consideration of 65 crores, more than 80% of the sale consideration i.e. Rs.53.89 crores was paid by April, 2011, more than a decade ago.
CO.PET. 39/2009 & CO.PET. 333/2010 Page 4 of 14This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 23/12/2023 at 01:13:02 However, the members of the Applicant-Society have not been able to enjoy the fruits of their payment to the company in liquidation.
7. The Applicant-Society has a total of 266 members. Broadly, they have been allotted 256 units in four towers in the Sector 89 Project, which are identified as B-1, B-2, B-3 & B-4, where are to be exclusively with the Applicant-Society. Remaining 10 units have been allotted to 10 members in the Tower S8.
8. In this particular portion of the property belonging to the company in liquidation, which is part of Sector-89, there are a total of 12 towers. Of these, towers in B-1, B-2, B-3 & B-4, have thus been exclusively allotted to the Applicant-Society. The Applicant-Society has filed the present application praying that the said four towers be segregated and handed over to the Applicant-Society, so that the remaining construction work could be completed at their own cost. According to the Applicant-Society, this would enable the members and their families to enjoy possession of these flats. The prayer made by the Applicant-Society is extracted below:
"a. Direct that 4 BSF Towers (viz. B-1, B-2, B-3, B- 4 & Flats spread in 4 acres of land which had been allotted to the members of BSF Society) in Project Triveni Signature at sector 89, Faridabad be segregated from other Towers of the respondent company and handover the said portion of project to BSF Society and allow them to complete the remaining construction work on their own in the interest of justice or alternatively b. Direct the DTCP to takeover the Project in Sector 89 Faridabad/ Triveni Signature as per section 8 of Act CO.PET. 39/2009 & CO.PET. 333/2010 Page 5 of 14 This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 23/12/2023 at 01:13:02 and get the construction work completed by itself or through third party and hand over the flats to the allottees including the members of applicant society (as suggested by RERA) or alternatively c. Direct the Licencee/ Maximal Infrastructure Pvt. Ltd. (formerly known as M/s Triveni Ferrous Infrastructure Pvt. Ltd.)/ex-directors TIDCO to complete the Project in Sector 89 Faridabad/ Triveni Signature at the earliest so that the flat seekers can get their home including 266 members of the applicant society.
d. Direct for making suitable /agreed provisions for construction of remaining 10 Flats in adjoining Tower S-8.
e. Observe that all other rights and interests of BSF Society in terms of principal agreement dated 1.12.2006, shall remain as creditor of the Company."
9. As can be seen from the reliefs sought, the only prayer of the Society is that the four towers be segregated and the remaining construction work be permitted to be completed by their own members, by DTCP, by TIDCO/ Maximal. However, the prayer made by the Applicant-Society has faced some roadblocks. The Applicant-Society has been facing issues owing to the Directorate Town and Country Planning (hereinafter, 'DTCP') license no. 34- 36 of 2007, which is in the name of M/s Maximal Infrastructure Pvt. Ltd. (formerly known as M/s Triveni Ferrous Infrastructure Pvt. Ltd.) which would first need to be bifurcated/ sub-divided.
10. The present petition has been taken up by the Company Court from time to time. Various proposals have been mooted by which members of the Applicant-Society hope to see some closure in the matter.
CO.PET. 39/2009 & CO.PET. 333/2010 Page 6 of 14This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 23/12/2023 at 01:13:02
11. Vide previous order dated 11th December, 2023, DTCP, Haryana was called and today, the officers of the DTCP, along with their counsels are present.
12. The stance of the DTCP, Haryana, is that the division of the 12 towers situated at Sector 89, Faridabad- being four towers for the Applicant-Society and eight towers for the company in liquidation would be permissible, but strictly in accordance with the parameters laid down in the Policy Parameters Communication dated 18th February, 2015 issued in respect of a license granted under the Haryana Development and Regulation of Urban Areas Act, 1975. The said policy applies to any case involving a change in the 'beneficial interest' of the existing Developer, requiring an application to the Director General, Town and Country Planning, Haryana (DGTCP). 'Change in beneficial interest' includes changing the existing Developer, assigning joint development and/or marketing rights, and significant changes in shareholding patterns.
13. Ms. Ruchi Sindhwani, ld. Counsel for the OL, under instructions from Mr. Vineet Rai and Mr. Kataria from the OL's office, submits that vide the present application, the Applicant-Society seeks division of the towers in the above manner. However, insofar as the 10 units (in tower S8) are concerned, the same cannot be included in this effort as only 10 units are with the Applicant-Society and there are other allottees in the said S8 tower.
14. Mr. Akhil Sibal, ld. Senior Counsel representing M/s Maximal, under instructions from the former management (Mr. Madhur Mittal who are also present in court), submits that the former management has no objection to CO.PET. 39/2009 & CO.PET. 333/2010 Page 7 of 14 This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 23/12/2023 at 01:13:02 transferring the four towers to the Applicant-Society. This is provided that the transfer is executed on an 'As Is Where Is Whatever There Is Basis' and without any further claims being raised against either the company or the former management.
15. The Court has considered the matter. The Applicant-Society is comprised of personnel who have served in the paramilitary forces. These members, having struggled hard to pay more than 80% of the consideration, and are deserving of being accommodated in the best possible manner.
16. Considering all the facts and the position of the DTCP, it is clear to the Court that since the company itself is in liquidation, finding the solution insofar as 12 towers taken as a whole, could take some time. The members of the Applicant-Society are willing to complete the remaining work on their own in respect of the 4 towers of the Sector 89 Project and at their own expense.
17. Further, in view of the fact that more than 80% of consideration was paid to the company in liquidation at the relevant point of time, this Court sees no useful purpose in including these 4 towers of the Sector 89 Project to be part of the common pool of company in liquidation.
18. In view of the Policy Parameters, which allow change of beneficial interest, upon completion of requisite formalities, this Court is inclined to accept the prayers of the Applicant-Society. However, the same would require sub-division of 4 towers in favour of the Applicant-Society and 8 towers in favour of the company in liquidation, TIDCO. Accordingly, the following directions are issued:
CO.PET. 39/2009 & CO.PET. 333/2010 Page 8 of 14This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 23/12/2023 at 01:13:02
a) The towers namely B-1, B-2, B-3 & B-4 shall now be subdivided from the total of 12 towers and the beneficial interest therein shall be transferred in favour of the Applicant-Society i.e. the BSF Family Welfare Society (Regd.).
b) Concerning the remaining 8 towers, the beneficial interest in the same shall now be transferred to TIDCO. The completion of the application procedure as per relevant regulations shall be undertaken by the OL, on behalf of the company in liquidation.
c) The present order shall be deemed as a 'No-objection' by M/s Maximal for the said transfer of beneficial interest. A written No objection letter shall also be submitted on behalf of Maximal both in favour of the Applicant society and to the OL's office within three days, so that the transfer of the beneficial interest can take place expeditiously. Required communication be given to the representative of Applicant-Society and to the OL's Office.
19. As per the affidavit dated 18th December, 2023, handed over today by the DTCP, the total amount that may be required to be paid for the purpose of said transfer of the beneficial interest is to the tune of approximately Rs.70.30 lakhs. The relevant portion of the affidavit reads as under:
" The applicant seeking such change in beneficial interest is required to deposit administrative charges at the rate of 25% of the applicable license fee prevailing on the date of such application and in the manner as prescribed under para 4.0 of the policy.
Para 4 of the policy provides the procedure for submission of application for change in beneficial CO.PET. 39/2009 & CO.PET. 333/2010 Page 9 of 14 This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 23/12/2023 at 01:13:02 interest. In case, the application for change in beneficial interest for 14.80 acres land is submitted, administrative charges would work out to Rs. 70.30 Lacs as per license fee applicable as at present. Out of this amount 40% has to be paid along with application for change in beneficial interest and balance 60% amount is to be paid after in principle approval for change of beneficial interest is granted by the Department. It is submitted that the transfer of license is not involved in such cases."
20. Therefore, the said amount be borne by BSF Society and TIDCO in the following proportion.
BSF Family Welfare Society - 1/3rd of Rs.70.30 lakhs
TIDCO /OL - 2/3rd of Rs.70.30 lakhs
21. The necessary documentation and procedures shall be completed by two representatives of the Applicant-Society in coordination with the OL's Office. Mr. Madhur Mittal and the ex-Management shall render complete cooperation for completion of the formalities. The beneficial interest, upon completion of the formalities, shall be transferred in favour of the Applicant-Society as directed above.
22. Mr. Kataria from the OL's Office and the representatives of the Applicant-Society have confirmed the existence of a bank account, opened at PNB, Khan Market, following a supplementary agreement dated 21st July, 2009. The said account is stated to be jointly held by the ex-management and the Applicant-Society. The said account is stated to contain a substantial amount of more than Rs.56 lakhs.
CO.PET. 39/2009 & CO.PET. 333/2010 Page 10 of 14This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 23/12/2023 at 01:13:02
23. In view thereof, the concerned bank officials of the PNB, Khan Market shall permit the said account to be operated by the OL's Office and Applicant- Society's representatives. Since the existence of this account is not in dispute, let the said funds be utilised for the purposes of completion of formalities of the transfer of the beneficial interest to ensure that the members of the Applicant- Society are not made to pay more for the said transfer of the beneficial interest to be effected.
24. It is clarified that the transfer of beneficial interest to the Applicant- Society would not be construed as any ownership over the common areas used by the occupants of the said 12 towers. It is further made clear that the common area shall continue to be the common area for all the occupants of the area at Sector 89 Project, including the Applicant-Society.
25. With the beneficial interest being transferred in favour of 256 unit holders of the Applicant-Society, the said 256 unit holders shall have no further pending claims against the company in liquidation. It is agreed that this would be a full and final settlement of all the claims of the Applicant-Society against the company in liquidation and their ex-management.
26. Let the list of 256 unit holders be supplied to the OL's office within one week by the Applicant-Society.
27. Regarding the 10 allottees in tower S8, their claims shall continue to be against the company. The Applicant-Society agrees, upon the beneficial interest being transferred, to withdraw all complaints and other proceedings which they may have filed against the ex-management before various authorities or Courts.
CO.PET. 39/2009 & CO.PET. 333/2010 Page 11 of 14This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 23/12/2023 at 01:13:02
28. The ex-management shall also withdraw any complaints before any authority or Court against any members of the Applicant-Society.
29. The following timelines shall be followed by the parties.
a) M/s Maximal shall give no objection to carry out the above directions to the OL within two working days.
b) The Applicant-Society and the OL's Office shall activate the bank account in PNB, Khan Market and ascertain the amount lying therein. Upon ascertaining the same, if any shortfall exists, the same shall be borne by the Applicant-
Society and OL's Office in the proportion as directed in the paragraph 20 above.
c) In any case, by 10th January, 2024, an application shall be made before the DTCP, Haryana for transfer of beneficial interest in the manner directed above. Thereafter, the DTCP shall process such application as per the prescribed procedure, and in any case, it is directed that the final order of transfer of beneficial interest shall be passed within a period of three months from the date of submission of all the documents.
d) Let the OL Office and the Applicant-Society place on record a detailed status report providing details of the exercise carried out in the terms of the above directions before the next date of hearing.
CO.PET. 39/2009 & CO.PET. 333/2010 Page 12 of 14This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 23/12/2023 at 01:13:02
e) The DTCP is also directed to process the application for beneficial interest filed by the Applicant-Society on an urgent basis. Let the DTCP file a status report in this regard.
30. The application is disposed of in the above terms.
31. List for receiving compliance on this aspect on 16th January, 2024.
32. In the meantime, if any parties wish to seek any further directions, they are free to mention the matter before the Court.
CO.APPL.2568/2015 (for recalling of order 20.05.2015) & 75/2018 (for placing on record documents) in CO.PET.39/2009 CO.APPL.1843/2013 (u/Rule 9), 659/2021 (u/Rule 9) & 749/2022 in CO.PET.333/2010
33. In view of the orders passed above, all these applications stand disposed of.
Sector 78, Faridabad
34. Insofar as Sector 78 is concerned, the license fee and the EDC charges are to be paid in order to renew the DTCP license no.37-39 of 2007, Sector 78, Faridabad.
35. The calculation of the required amount was initially placed on record by way of an affidavit of Mr. Amit Khatri, Director, DTCP.
36. However, after perusing the same, officials of DTCP were asked to compute the amounts in coordination with the Counsel of the OL and the Officials of the OL office.
37. This recalculation is to specifically take into account the interest applicable since 22nd March, 2012 in accordance with the provisions of Rule CO.PET. 39/2009 & CO.PET. 333/2010 Page 13 of 14 This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 23/12/2023 at 01:13:02 156 and Rule 179 of the Companies Rules, 1959, as the order of the winding up was passed on the said date. Let a fresh computation be placed on record tomorrow.
38. List on tomorrow i.e. on 21st December, 2023.
CO.APPL.968/2023 & 970/2023 (for delay) in CO.PET.39/2009
39. These are two applications filed by Shri Munu Swami Naidu and Shri Rajesh Naidu. The case of these applicants is that they had booked the units in Triveni Galaxy project and had made payment to TIDCO to the tune of Rs.9,89,550/-. They recently learnt that the company is in liquidation. Delay in filing the claims is, accordingly, condoned. The said claims be processed by the OL's office.
40. The applications are disposed of.
CO.APPL.969/2023 & 971/2023 (for exemption) in CO.PET.39/2009
41. Allowed, subject to all just exceptions. Applications are disposed of. CO.APPL.765/2016, 2966/2016, 50/2023 & 634/2023 (for exemption) in CO.PET.39/2009
42. Final opportunity is granted to file the reply within four weeks. Rejoinder thereto be filed within four weeks thereafter.
43. List on 29th February, 2024.
PRATHIBA M. SINGH, J.
DECEMBER 20, 2023 dk/dn CO.PET. 39/2009 & CO.PET. 333/2010 Page 14 of 14 This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 23/12/2023 at 01:13:02