Delhi High Court - Orders
Col. P.K. Uberoi (Retd.) & Anr vs Vigneshwara Developwell Pvt. Ltd. & Ors on 4 January, 2023
Author: Sanjeev Narula
Bench: Sanjeev Narula
$~CP-7
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 885/2015
COL. P.K. UBEROI (RETD.) & ANR. ..... Petitioners
versus
VIGNESHWARA DEVELOPWELL PVT. LTD.
& ORS. ..... Respondents
Present: Mr. Kunal Sharma and Mr. Shubhendu Bhattarcharya,
Advocates for Official Liquidator (OL).
Mr. Anshuman Tiwari and Mr. S. K. Tiwari, Advocates
for Vigneshwara Barter Investors Association (VBIA).
Mr. Bharat Gupta and Mr. Vishish Chauhan, Advocates
with Secretary-General for Investors Sangarsh Samiti
(ISS).
Dr. Amit George and Mr. Anish Chawla, Advocates with
Ms. Nipun Kapur, President for Vigneshwara Victims'
Welfare Association (VVWA).
Ms. Reena Choudhary and Mr. Abhinav, Advocates for
ex-Management.
Mr. Karman Bir Singh, Advocate for Non-Party Allottees
in CO. APPL. 724/2022.
Mr. Prateek Aggarwal, Advocate for Applicant in CO.
APPL. 243/2022.
Mr. Tushar Agarwal, Mr. Roopsee Pandita and Mr. Arun
Kumar, Advocates for Applicant in CO. APPL.
530/2022.
Mr. Aman Nandrajog and Mr. Arjun Nanda, Advocates
in CO. APPLs. 368/2021, 526/2021, 407/2022,
691/2022.
Wg. Cdr. H.C. Dadeech (Retd.), Mr. Puneet Dadeech and
Ms. Vibha Dadeech, Non-Party Investors.
Mr. Prabhakar Meher and Mr. Deo Prakash Sharma,
Advocates for Applicant in CO. APPL. 168/2022.
CORAM:
HON'BLE MR. JUSTICE SANJEEV NARULA
Signature Not Verified
Digitally Signed CO.PET. 885/2015 Page 1 of 7
By:SAPNA SETHI
Signing Date:06.01.2023
13:23:58
ORDER
% 04.01.2023
1. On 31st August, 2022, Official Liquidator ["OL"] submitted that the Scheme of Compromise and Arrangement [hereinafter "Scheme"] of two Companies (In. Liqn.) being - Vigneshwara Developers Private Limited ["VDPL"],1 and Vigneshwara Developwell Private Limited ["VDWPL"], sanctioned by this Court vide judgment dated 27th January, 2020 has become unworkable. On subsequent dates, prima facie observations were made by the Court indicating that the Scheme cannot be worked satisfactorily.
2. In that light, the Court has heard following stakeholders on the issue of workability of Scheme, which includes: For the Associations - Dr. Amit George, counsel for Vigneshwara Victims Welfare Association ["VVWA"], Mr. Bharat Gupta, counsel for Investors Sanghars Samiti ["ISS"], Mr. Anshuman Tiwari, counsel for Vigneshwara Barter Investors Association ["VBIA"].2 For Non-party Allottees - Mr. Karman Bir Singh, counsel for Non-Party Allottees in CO. APPL. 724/2022 and Wg. Cdr. H. C. Dadeech (Retd.), a Non-Party Investor.
3. The Scheme provides that the Propounders i.e., ex-Management of Companies (in Liqn), will clear dues of statutory authorities, which includes HSIIDC and DTCP,3 as well as outstanding dues towards landowners, after which, the allotted area under the Projects in question,4 was to be handed- over to the concerned Associations/ allottees on "as-is-where-is" basis. This fundamental step has not been taken till date. Ms. Reena Choudhary, 1 For reference - winding-up of VDPL was sought in CO. PET. 534/2015.
2Hereinafter "VVWA", "ISS" and "VBIA" are collectively referred to as "Associations".
3HSIIDC [Haryana State Industrial and Infrastructure Development Corporation Ltd.], DTCP [Department of Town and Country Planning] and any other statutory dues that may be unsettled/paid.
4Hereinafter "iValley Project" and "Aquarius Project" are collectively referred to as "Projects".
Signature Not Verified Digitally Signed CO.PET. 885/2015 Page 2 of 7 By:SAPNA SETHI Signing Date:06.01.2023 13:23:58counsel for ex-Management/ Propounders of the Scheme, cites a HSIIDC circular dated 27th September, 2021, which, inter-alia, allows part-payment to be made for the purpose of reviving the iValley Project.5 This reliance is misplaced as the circular is not contemplated under the Scheme. The Court finds no reason to make a modification to that effect as the Propounders are only attempting to prolong the proceedings and have exhibited no intention to comply with the Scheme. As noted above, the Scheme is a non-starter; Propounders of the Scheme/ ex-Management who had to infuse funds have failed to do so. The order dated 27th July, 2022 takes note of the unfortunate state of affairs demonstrating lack of interest to implement the Scheme. In fact, the Court appointed Supervisor, a Retd. Judge of this Court, has not been paid his fees and out-of-pocket expenses since April 2020. In that light, the Court requested the Supervisor to not proceed further in the matter. Even the security expenses incurred by OL are not being reimbursed by the Propounders.
4. The pre-requisite for implementation of the Scheme is clearance of statutory authorities' dues, whereafter land for the Projects in question could be handed-over to the concerned Associations for the purpose of raising construction, etc. Propounders are in judicial custody and through their counsel, they have filed applications to give a semblance of their intention to make the Scheme workable, however, the reality is that no effective steps have been taken to clear statutory dues of HSIIDC or DTCP which, in total, run into approximately INR 95 Crores. The claims of landowners also have not been settled, which is approximately INR 70 Crores. The sale of 5 iValley Project is under the name and style of - Darsons & Kissons iValley Business Park at Plot No. CP 02, Sector 8, Manesar, Gurugram, which was allotted to VDPL by HSIIDC vide Conveyance Deed dated Signature Not Verified Digitally Signed CO.PET. 885/2015 Page 3 of 7 By:SAPNA SETHI Signing Date:06.01.2023 13:23:58 properties of Companies (In Liqn.), for infusing funds, has also failed. More than three years have lapsed and there is a complete deadlock. Ms. Choudhary, counsel for ex-Management/ Propounders of the Scheme, is unable to give any concrete proposal as to how funds will be generated for clearance of dues.
5. Mr. Kunal Sharma, counsel for OL reiterates that the Scheme has become unworkable. In view of the above, the Court is satisfied that the Scheme sanctioned vide judgment dated 27th January, 2020 is incapable of performance and cannot be worked satisfactorily with or without modifications. It is ordered accordingly.
6. The Official Liquidator already stands appointed as the Provisional Liquidator by this Court in the instant petition as well as CO. PET. 534/2015 vide separate orders both dated 22nd July, 2016. Vigneshwara Developwell Private Limited is now ordered to be wound up. The Official Liquidator attached to this Court is appointed as the Liquidator.
7. At this juncture, it must also be noted that Mr. Bharat Gupta, counsel for ISS, has prayed for handing-over of the allotted area under iValley Project on "as-is-where-is" basis to ISS. According to him, this step is a part of the Scheme and once the possession is handed over, the said association would be in a position to negotiate with HSIIDC for settlement of their dues. The Court is not inclined to accept such a request. The possession of land in question is presently with the Liquidator. Since the Scheme itself, as observed above, is unworkable, the Court finds no ground to direct transfer or handing-over of possession of the allotted area to the afore-said association. The request is declined.
15th May, 2006.
Signature Not Verified Digitally Signed CO.PET. 885/2015 Page 4 of 7 By:SAPNA SETHI Signing Date:06.01.2023 13:23:588. On the other hand, Dr. Amit George, counsel for VVWA, has strongly urged that Propounders of the Scheme have swindled the investors by arriving at a settlement, which was just a window dressing. To buttress his submissions, he submits that Propounders of the Scheme sold five properties in the year-2018, while in judicial custody and have siphoned-off the receipts. This, he states, is evident from Status Reports filed by Investigating Officers before this Court in BAIL APPL. 206/2020. He further submits that VVWA is concerned with the Aquarius Project at Gurugram,6 for which, he states that they would approach this Court with a fresh scheme.
9. Now that the Liquidator has been appointed, all stakeholders are permitted to file their claims before the Liquidator, within a period of four weeks from today, who shall consider the same, in accordance with law.
10. At request of counsel for Associations, let notice be issued to Mr. Sunil Paliwal, Head Operations, HSIIDC and Mr. Sanjeev Mann, Senior Town Planner, DTCP, returnable on the next date of hearing. They shall apprise the Court if the construction of Projects in questions can be undertaken by the said authorities.
11. Re-notify on 17th April, 2023.
12. Registry is directed to place a copy of this order in CO. PET. 534/2015.
CO. APPL. 680/2022 (on behalf of OL seeking reduction of sale price of Sidhrawali Land)
13. In terms of order passed by Division Bench dated 06 th April, 2021 in 6 The genesis of the Aquarius Project was the Collaboration Agreement dated 10th March, 2007 entered into between the Promoters of VDWPL and land owners of Aquarius Project.
Signature Not Verified Digitally Signed CO.PET. 885/2015 Page 5 of 7 By:SAPNA SETHI Signing Date:06.01.2023 13:23:58CO. APP. 4/2020, followed by an order of this Court dated 09th February, 2022, it is seen that attempts to sell the property located at revenue estate of village Sidhrawali admeasuring 17.5 acres, Tehsil-Manesar, District- Gurugram, Haryana [hereinafter "Sidhrawali Land"], at Reserve Price of INR 21,90,13,000/- have failed. No bids were received and accordingly, present application has been filed seeking permission to issue fresh sale notice for auction of the said land by reducing the Reserve Price by 10%.
14. Accordingly, the application is allowed and following directions are issued:
(i) Draft sale notice [Annexure-4 of the instant application] and terms and conditions for sale of Sidhrawali Land, after reducing the reserve price by 10% from the Sale Notice published on 15th March, 2022, is approved.
(ii) Railtel Corporation of India Ltd is appointed for auctioning the said land.
(iii) Sale notice by published in Delhi-NCR editions of the newspapers -
'Times of India' (English edition) and 'Dainik-Jagran' (Hindi Edition).
(iv) Expenses incurred for publication of the above notices be taken from the Common Pool fund, subject to recovery of the same from the sale proceeds of the said land.
15. The instant application stands disposed of.
CO. APPLs. 530/2022, 716/2022, 724/2022 (on behalf of Applicants seeking claims to be raised before the OL)
16. Since the Scheme sanctioned by this Court has been declared to be unworkable, the only way forward is now for the Liquidator to consider Signature Not Verified Digitally Signed CO.PET. 885/2015 Page 6 of 7 By:SAPNA SETHI Signing Date:06.01.2023 13:23:58 claims raised by stakeholders/ Applicants.
17. For the grounds and reasons stated in the applications, the Applicants are permitted to file their claims in the requisite format before the Liquidator along with original documents if any, within a period of four weeks from today, which shall be decided in accordance with law, within a period of thirty days from receipt of such claim(s).
18. The instant applications stand disposed of.
CO. APPL. 368/2021 (on behalf of Manasvi Security Services seeking release of monies outstanding from Aug 2016 to Mar 2018), CO. APPL. 526/2021 (on behalf of Manasvi Security Services seeking release of monies outstanding from Apr 2018 to Dec 2019, CO. APPL. 168/2022 (on behalf of Wellone Wash and Clean Service Pvt. Ltd. seeking clearance of maintenance charges), CO. APPL. 407/2022 (on behalf of Manasvi Security Services seeking release of monies outstanding from Jan 2020 to Jan 2021), and CO. APPL. 691/2022 (on behalf of Manasvi Security Services seeking release of monies outstanding from Feb 2022 to Oct 2022)
19. Mr. Kunal Sharma, counsel for Liquidator, states that in light of order passed today, he will take appropriate instructions.
20. Re-notify on 07th February, 2023.
SANJEEV NARULA, J JANUARY 4, 2023 d.negi Signature Not Verified Digitally Signed CO.PET. 885/2015 Page 7 of 7 By:SAPNA SETHI Signing Date:06.01.2023 13:23:58