IN THE HIGH COURT OF DELHI AT NEW DELHI
Present : Ms. Shweta Bari, Advocate for Petitioner in Co. Pet. 39/2009.
Mr. Sarat Chandra with Mr. Sameer Sharma, Advocates for
Petitioner No. 1 in Co. Pet. 333/2010.
Mr. B.K. Saini with Mr. Harish Sharma, Advocates for
Petitioner Nos. 2, 3 and 4 in Co. Pet. 333/2010.
Mr. Arvind K. Nigam and Mr. Rajiv Nayar, Senior Advocates with Mr. S.S. Chhabra
and Mr. Alok K. Agarwal, Advocates for Triveni Infrastructure Development Co.
Mr. A.N. Haksar, Senior Advocate with Mr. Udayan Jain, Advocate as Amicus
Mr. Akshay Bipin, Additional Standing Counsel for State with
Mr. Vinod Gandhi, Inspector (EOW).
Mr. Vikas Singh and Mr. Maninder Singh, Senior Advocates with Mr. Kunal Sinha,
Advocates for applicants.
Mr. K. Datta with Mr. Diggaj Pathak, Advocate for Applicant CA 1363/2010 in CP
Mr. Vishnu Mehra with Mr. R.L. Kadamb, Advocates for SBBJ.
Mr. Dinkar Singh, Advocate for unsecured creditor/flat buyer.
Mr. Vivek Sharma, Advocate for Applicant.
Ms. Shilpi Chowdhary, Advocate for SICOM.
Mr. Chandan Kumar, Advocate for Applicant in CA 863/2011 in Co. Pet. 333/2010.
Mr. M. Dutta, Advocate for Applicant in CA 879/2011 in Co. Pet. 8/2011.
Mr. Ashish Makhija, Advocate for Applicant in CA 883/2011 in Co. Pet. 8/2011.
Ms. Shiwani, Advocate for Ms. Suruchii Aggarwal, Advocate for Applicant in CA
Mr. R.K. Bhatnagar, Chief Manager and Mr. Ved Parkash Suneja, Deputy Manager,
State Bank of Bikaner and Jaipur in person.
Mr. Saran Suri, Mr. Brij Mohan and Mr. Basu, Officers of Oriental Bank of
Commerce in person.
Mr. S.K. Tyagi for State Bank of Patiala.
Mr. Kaustubh Sinha with Ms. Surbhi Mehta, Advocate for Investor.
Ms. Amrita Bhattacharya, Advocate for Applicant in CA 821-822/2011.
Mr. Rajat Aneja, Advocate for complainants/Investors.
Ms. Purnima Sethi, Advocate for Official Liquidator with
Mr. S.B. Gautam, Official Liquidator.
CO. APPL. 863/2011 IN CO. PET. 333/2010
At the request of learned counsel for applicant, adjourned to 2nd June,
CO. APPL. 884/2011 IN CO. PET. 8/2011
Allowed, subject to all just exceptions.
CO. APPL. 708/2011 IN CO. PET. 39/2009
CO. APPLS. 879/2011 and 883/2011 IN CO. PET. 8/2011
The present applications have been filed for impleadment.
Keeping in view the averment in the applications, the applicants are
impleaded as co-petitioners in the present petition. Let the co-petitioners also
file an affidavit disclosing their cause of action against respondent-company.
Learned counsel for applicants are directed to file amended memo of
parties within one week from today.
Accordingly, the present applications stand disposed of.
CO. APPLS. 239/2011, 708/2011 IN CO.PET. 39/2009
CO.PET. 333/2010 and CO. APPLS. 1464/2010, 2029/2010, 2180/20102248/2010,
CO.PET. 8/2011 and CO. APPLS. 879/2011, 883/2011, 884/2011
(Against Triveni Infrastructure Development Company Limited.)
All the counsel are in agreement that if an official liquidator were to
be appointed, there would be very little possibility of completing the
construction and there would be virtually no possibility of repaying the
On 30th March, 2011, Mr. A.N. Haksar, learned Amicus Curiae had
circulated draft consent terms for management and administration of respondent-
company. Thereafter certain suggestions made by the parties were incorporated
in the said draft by the Amicus Curiae. Today, all the parties have
reached a consensus. Accordingly, with the consent of parties the following
order is passed:-
1. APPOINTMENT OF A COMMITTEE
A committee is appointed under the provisions of Order 40 Rule 1 CPC to
discharge functions to achieve the Object which is to supervise the management
of Triveni Infrastructure Development Co. Ltd. (TRIVENI) conducted by the Board
of Directors as assisted by the Executive Committee.
That the consent terms are subject to review by this Court after six months.
2. CONSTITUTION OF THE COMMITTEE
The Committee shall comprise of Mr. Justice Anil Dev Singh, retired Chief
Justice of Rajasthan High Court and Mr. Justice P.K. Bahri, a retired Judge of
this Court with remuneration of Rs. 50,000/- each per month.
3. NAME OF THE COMMITTEE
?TRIVENI Monitoring Committee? (Also referred to as ?the
The appointment of the committee and its applicability will extend to all the
creditors, investors, refund-seekers, complainants, allottees, suppliers and
farmers/land owners etc., of TRIVENI other than SICOM/OBC/State Bank of Bikaner
and Jaipur (SBBJ).
a) ?Board of Directors? shall mean the Board of Directors of TRIVENI consisting
of the persons duly appointed by the this Court, Secured Creditors Unsecured
Creditors, and allottees and Share Holders pursuant to the order(s) passed by
this Court for appointment of Committee. (Fully described in clause 6)
b) ?Creditors? shall mean all secured, unsecured and statutory creditors of the
TRIVENI including investors, refund seekers, complainants, claimants, Financial
Institutions, government (for State dues and Central dues), contractors, raw-
material suppliers, labourers, farmers/ landowners etc. but shall not include
SICOM/OBC/SBBJ (since these secured creditors have chosen to pursue their
c) ?Corpus Fund? shall mean the funds generated through various means and
deposited in the designated account(s) of the Triveni Monitoring Committee.
d) ?Executive Committee? shall consist of erstwhile Directors of TRIVENI who
shall resign from the Board of the Directors on passing of the order for
appointment of the ?Triveni Monitoring Committee? as per the Consent Terms.
e) ?Complainants? shall mean all creditors, investors and allottees etc. who
have orally or in writing initiate(d) complaints/legal proceedings (now seeking
refund or not) for recovery, damages, compensation, mesne profit, and such
f) ?Erstwhile Directors? shall means existing directors who will resign from the
Board on passing of the order for appointment of the Committee as per the
g) ?Legal Proceedings? shall mean all proceedings instituted by creditors,
investors and complainants etc for recovery, damages, compensation, mesne
profit, and such other reliefs therefrom.
h) ?Sub-Committee? shall consist of group of persons to represent the investors
seeking refund and the buyers seeking allotment, in equal ratio. The sub-
committee will be appointed with the consent of the Committee with a view to
assist the Board and Committee.
i) ?Investors? shall mean any person/ complainant who has invested any amount
with TRIVENI for booking, allotment, loan or otherwise and to secure his
investment/refund had been delivered receipts, cheques, acknowledgements, or any
such documents confirming such investment.
j) ?Complaint? shall mean any allegation made orally or in writing, with a view
of taking any action including proceedings/prosecutions against TRIVENI alone or
jointly with its erstwhile Directors by creditors, investors and complainants
etc inter-alia, seeking refund, recovery, damages, compensation, mesne profit,
and such other reliefs therefrom.
6. BOARD OF DIRECTORS:
a. The Board of Directors of TRIVENI shall comprise 6 (six) persons appointed
in the following manner:-
i. One person to be nominated by the committee on the behalf of the
ii. Mr. Rajiv Bahl, Advocate on the panel of OL, appointed by this Court,
iii. Mr. Azad Singh Kataria, Secretary BSF Welfare Society as appointed
on behalf of Allottees availing allotment,
iv. One person to be nominated by the committee on the behalf of the
v. Two persons appointed by the shareholders of TRIVENI.
7. MAIN OBJECT OF THE COMMITTEE:
The committee is formed / appointed to rehabilitate and revive TRIVENI in order
to safeguard the interest of the investors and flat buyers. The Committee, to
start with, is responsible to sell the properties of TRIVENI as per law which at
the time of formation of the committee have been identified as situated at
Ghaziabad, Dharuhera, Rewari and Faridabad. The present management has assured
this Court that it has clear marketable title with regard to the said properties
and the same are free from any mortgage or encumbrances or charge. The funds
obtained from the sale of the above referred properties will form ?Corpus Fund?
which will be utilized by the committee not only to pay off the secured
creditors, investors, refund seekers, complainants who have filed legal
proceedings against the company jointly with its erstwhile directors but also to
pay off all other class of creditors etc., as well as to carry out
construction/development activities at various sites of the company to
facilitate handing over possession of flats/units in a time bound manner. The
Committee will also be empowered to sell properties developed by Triveni and the
funds so generated will also form part of the Corpus Fund. Further the
administrative expenses for routine functioning of the company will also be met
out of the Corpus Fund.
8. SCOPE OF THE COMMITTEE:
i. The Committee will be custodia-legis of all the properties/assets
owned and/ or registered in the name of the Company and its subsidiaries.
ii. The Consent terms would apply to all Statutory Creditors, Secured,
Unsecured, (including Investors, Refund Seekers, Complainants, Allottees,
Suppliers, and Farmers/Land owners etc) of TRIVENI other than SICOM/OBC/SBBJ.
iii. The committee would be incharge of and responsible for the day to
day activities of the Company broadly classified in Schedule A. The committee
will throughout be assisted by one person nominated by the Executive Committee
and the director appointed by the Court and the sub-committee.
iv. That for utilization of the Corpus created by the committee with the
assistance of the Board of Directors/Executive Committee for payment to
Creditors and refund seekers. The Committee will be assisted by a sub-committee
comprising of one representative from those seeking refund and one
representative from the buyers seeking allotment.
v. That all financial transactions of the company shall be carried out
from the designated Bank Account(s) opened in the name of A/c ?TRIVENI
Monitoring Committee? to be operated by one authorized representative of the
Company jointly with the authorized representative of the Committee introduced
as co-signatory. All financial transactions of the company shall be carried out
only through the said designated bank account(s). All deposits/sale proceeds
received by the company shall be deposited in the said designated accounts and
all payments shall be made from the said bank account(s). That all amounts
presently lying in all the bank accounts of the company including those attached
by Economic Offence Wing shall be transferred to the designated account(s) by
the Committee. Further all cash in hand as certified by the Company?s auditors
as on the date of order of this Court accepting the consent terms shall also be
deposited in the said designated account(s).
The Committee shall notify to all the existing customers of the company to make
payments in favour of ?TRIVENI Monitoring Committee?. The amount lying with this
Court deposited by the company shall be transferred to one of the said
designated account(s) opened in the name of ?TRIVENI Monitoring Committee? as
notified by the Committee to the Registrar General of this Court.
vi. The Committee with the assistance of the Board of Directors/Executive
Committee and the staff of the company shall carry out the day to day activities
of the company. All decisions as regards the sale of the properties of the
company as recommended by the Executive Committee/Board of Directors shall be
subject to the final approval of the Committee. The Committee shall have
overriding powers over the decisions taken by the Board/Executive Committee as
regards the utilization of the corpus.
vii. That all claims including those arising out of legal
proceedings/complaints against TRIVENI and/or its erstwhile Directors sued
jointly with TRIVENI shall be entertained/ processed and settled from the Corpus
by the Committee. The claims shall be processed in the manner set out in
viii. The committee will not utilize the funds available with it for the
discharge of the personal liabilities of the erstwhile directors pertaining to
ix. That the complainant / refund seekers as per the list furnished by the EOW
shall be entitled to exercise their option to either retain their allotment or
to seek refund from the company. In the event of such complainant exercising his
option to retain the allotment the committee shall be empowered to deal with the
9. LEGAL PROCEEDINGS OR CLAIMS OVER TRIVENI AND/ OR ITS DIRECTORS
i. That all Civil Proceedings for recovery of the claim/payment/compensation
shall not proceed without the leave of the Court except those proceedings
initiated or to be initiated by the secured creditors who have chosen to remain
outside the scheme. It is, however made clear that all persons seeking refund or
settlement of their claims shall be entitled to approach the Committee for the
ii. That the Executive Committee may file suitable application(s) for
settlement/compounding of criminal complaints in accordance with Law.
iii. That all claims of the Creditors, investors, refund seekers, complainants
shall be entertained / processed and settled from the Corpus by the Committee
and any person aggrieved by the decision of the Committee will be entitled to
approach this Company Court.
10. MECHANISM / SCHEDULE OF PAYMENT TO THE CREDITORS/ CLAIMANTS:
i. The schedule of payment to all class of creditors of TRIVENI for settlement
of their claim including those arising in legal proceedings will be as per the
guidelines evolved by the committee in the larger interest of the company and
its investors in installments or in lump-sum or in a manner as decided by the
ii. The Committee may settle all claims made before it on such terms as it
11. UTILIZATION OF FUNDS MADE AVAILABLE TO THE COMMITTEE:
The committee will utilize Company?s finances broadly classified as under:-
a. Disbursement of the amounts to all classes of creditors
b. Towards construction activities/ expenses carried out
at various sites.
c. Day to day running expense of the company, salaries to the staff
and monthly remuneration only to the Board of Directors (including
sitting fee). Board of Directors/Executive Committee would also be filing
monthly reports with the Committee.
d. Monthly remuneration of the Committee.
e. Fees payable to various govt., authorities on or for grant/
renewal of license(s).
f. For any other activity connected with the business of TRIVENI as
the committee deems appropriate
12. PERIOD OF THE COMMITTEE:
The committee presently shall initially have a term of one year extendable by
this Court for such period as is considered necessary keeping in view the
progress/ completion of the task assigned to the Committee. The committee shall
cease to function on the orders of this Court.
13. BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE OF TRIVENI: The Board of
Directors of the company and Executive Committee shall function to assist the
Committee and to comply with the statutory requirements stipulated under the
Companies Act, 1956. The Board of Directors shall consist of six persons. The
Executive Committee will consist of existing directors.
i. Board of Directors of TRIVENI would comprise of (a) one person to be
nominated by the committee on the behalf of the Secured Creditors, (b) Mr Rajiv
Bahl, Advocate on the panel of OL, appointed by this Court, and (c) Mr Azad
Singh Kataria, Secretary BSF Welfare Society as appointed on behalf of Allottees
availing allotment, and (d) one person to be nominated by the committee on
behalf of the Unsecured Creditors, and (e) two persons to be appointed by the
shareholders of TRIVENI. The board would be liable and responsible for taking
all future decisions and to manage the affairs of the company starting from the
date of order passed by this Court and till such time it is varied or modified
by this Court. The Board would recommend to the committee modalities, i.e.,
utilization of the amounts received and deposited in Triveni [TRIVENI ?
Committee Bank account(s)] in consultation with the executive committee.
ii. The Board of TRIVENI constituted pursuant to the present consent terms shall
in no manner be held accountable/responsible for past acts/conduct of the
iii. The Director appointed on behalf of unsecured creditors/refund seekers
shall retire by rotation after every 6 Month.
iv. All Existing Directors will resign from the Board and will function as an
?Executive Committee?, to assist the Committee/Board in day to day management
without any authority and remuneration.
14. FUNCTIONS OF THE BOARD OF DIRECTORS OF TRIVENI AND EXECUTIVE COMMITTEE:-
i. The Board/Executive Committee/employees as well as the staff of the company
shall provide full assistance/ support/ co-operation to the Committee in
managing and carrying out day to day functioning of the Company.
ii. That Board/Executive Committee may take steps to market the real estate
projects of the company within and outside India, including raising overseas
finances for the company in order to create corpus for the committee to expedite
the process of payment of debt/ liability as well as to complete the
construction activity in the ongoing projects.
15. That all the action initiated by Economic Offence Wing in exercise of power
under section 102 Cr.PC. shall stand substituted by the undertaking on behalf of
the existing directors of the company to the effect ?not to sell or create third
party right in the properties in their name, immediate family members or in the
name of the company or its subsidiaries acquired subsequent to 21st Feb, 2006
(i.e. the date of incorporation and commencement of business of the Company)
till the date of constitution of the Committee?. The Investigating Officer be
directed to issue communication to the said effect to the concerned authorities.
The erstwhile directors to file affidavits within one week to the effect that no
funds of the company have been utilised for the purchase or payment of any
property purchased prior to February, 2006.
16. That on passing of the order envisaged herein the conditions/ injunctions /
restraints imposed by this Court in Writ Petition (Crl) No. 390 of 2010 and
Bail application No. 1641 of 2009 on the Company and its erstwhile directors
where sued/prosecuted jointly shall be substituted and superseded by the
conditions imposed herein, subject to the order passed today by this Court on
13th May, 2011 in the Bail Application No. 1641/2009.
17. PAYMENT TO SECURED CREDITORS
i. The company under the supervision of the Committee shall abide by the
proposal submitted to secured creditors on best effort basis for repayment of
the loan amount. It is, however made clear that SICOM/OBC/SBBJ have chosen to
remain outside the present scheme of arrangement.
ii. The security furnished to the financial institutions is neither recalled nor
diluted on appointment of the Committee till the repayment of their respective
18. That parties are at liberty to apply to this Court for any variation/
modification of the present terms and conditions.
SCHEDULE ? A
A. To advertise, promote, market and sell the units in the ongoing and
future projects of the Company as well as to enter into Flat Buyers Agreement
with the prospective customer in the ongoing/ future real estate projects of the
B. To pursue and take all such steps on the applications filed by the
company for grant of licenses, permissions, sanctions from various development
authorities and other competent authorities for the ongoing and future real
estate projects of the company.
C. To oversee and supervise the construction activity presently carried
out on various sites as well as likely to be carried out in future projects on
license being granted in favour of the company.
D. To do necessary follow up and notify the customers availing allotment
for payment of the installments due and would fall due in future and collection
of the said installments. The Committee shall be entitled to take all steps in
terms of the existing contract between the parties in the event of any breach.
E. To take all steps to accelerate the construction activity at various
sites and to create a corpus with the assistance of the Board in order to pay
off the liabilities of the company and to all other acts beneficial and
necessary to revive and streamline the business of the company as well as to
address the grievances of those seeking refund and buyers seeking allotment.
F. To sell, transfer, alienate, lease and/ or enter into such similar
agreement with respect to the properties owned and possessed by TRIVENI with
third parties to raise finances to enable the company to meet its financial
obligations. The finances raised by the Committee shall be separately ear-marked
to be utilized for various financial obligations, including payment to refund
seekers, towards construction in the ongoing projects, towards statutory
liabilities, towards administrative charges payable to various authorities for
the construction as well as to meet the day to day expense/ liabilities of the
G. To complete the transaction with the ongoing customers whose flats,
units, plots are ready for possession and to execute the documents for transfer
at the office of the Sub-Registrar and to receive balance/ outstanding payments
from the said customers.
H. To convene quarterly meetings with the representative of the allottees
availing allotment to apprise them of the status of construction in order to
restore faith and confidence in the said allottees.
I. To monitor the preparation of daily books of accounts, cash book,
ledger journal, etc.
J. To disburse payment to the contractors, vendors, architects and all
such persons associated with the construction being carried out at various site
on daily/ weekly basis as per the requirement.
K. To monitor and pursue the legal cases pending by and against the
company as considered appropriate by the Committee.
SCHEDULE ? B
A. That all claims by creditors be received by a person designated by the
Committee to receive such claims.
B. That the claims should be accompanied with all supporting documents to
the satisfaction of the Committee.
C. The said claim would be forwarded to the management of the company for
verification/comments which shall be carried out within the time specified by
D. The claim verified shall be forwarded back to the designated person
appointed by the committee.
E. That the Committee will consult the claimants as well as Board /
Executive Committee for settling claims made against the company.
F. That the Committee alongwith the authorized representatives appointed
by the Committee shall have discussion with the Claimant for arriving at a
settlement of the amount payable to the Claimant.
G. The Settlement Agreement would be reduced in writing.
H. The payment would be made by the committee against the settlement as
per the schedule fixed by the Committee.
I. The limitation of 80% of the claims as decided in order of the Delhi
High Court dated 25.05.10 or by limitation prescribed by any other order of the
Delhi High Court shall not apply to the settlement of claims to be decided by
In fact, the present consent order is on ?best effort basis? and no
guarantee of repayment has been offered to any of the parties.
I must place on record my appreciation for all the counsel who appeared
in the present case, in particular, learned Amicus Curiae, Mr. A.N. Haksar and
Mr. Udayan Jain for their professionalism, patience and maturity.
Registrar (Vigilance) shall proceed with the matters listed before him
for 30th May, 2011, 31st May, 2011 and 1st June, 2011 for disbursement of the
claims. Thereafter the matter shall be dealt by the Committee.
The Official Liquidator has also circulated a final draft sale notice
with regard to Ghaziabad property which has been agreed to by all the parties. A
copy of the final draft sale notice has been handed over in Court to Mr. Rajiv
Nayar, learned senior counsel appearing for respondent-company so that the same
can be published in accordance with the order dated 3rd May, 2011 passed in W.P.
(Crl.) 390/2010. It is pertinent to mention that to ensure transparency and to
gain public confidence, the Official Liquidator attached to this Court had been
requested to prepare a draft sale notice.
List the matter on 2nd June, 2011 for sale of Ghaziabad property of
Registry is directed to forthwith forward a copy of this order to Mr.
Justice (Retd.) Anil Dev Singh and Mr. Justice (Retd.) P.K. Bahri.
MAY 13, 2011