Supreme Court of India (Division Bench (DB)- Two Judge)

Writ Petition (Civil), 13029 of 1985, Judgment Date: May 13, 2016

                                                                  REPORTABLE

                        IN THE SUPREME COURT OF INDIA
                         CIVIL ORIGINAL JURISDICTION

               I.A. Nos.363-364, I.A NO.425 IN I.A. NO.364 IN
                           I.A. NOS.344, 355, 362
                                     IN
                     WRIT PETITION (CIVIL) No.13029/1985

M.C.MEHTA                                                       ...Appellant

                                   Versus

UNION OF INDIA & ORS.                                         ...Respondents
IDBI BANK LIMITED AND STATE BANK OF INDIA      …Applicants


                               J U D G M E N T

            Interlocutory applications No.363 and  364  of  2015  have  been
filed by the Consortium of Banks seeking direction from this Court that  the
rights of the Consortium of  Banks  who  has  financed  the  Kundli-Manesar-
Palwal Expressway (‘BOT’) in the State of Haryana and has  outstanding  dues
approximately Rs.1419.15 crores as on 28.02.2015 are not prejudiced by  this
Court’s order dated 30.01.2015 passed  in  I.As.  No.344,  355  and  362  in
W.P.(C) No.13029 of 1985.
2.          Shorn of unnecessary  details,  facts  leading  to  the  present
applications are as follows: Haryana  State  Industrial  and  Infrastructure
Development Corporation Limited (HSIIDC)  invited  bids  for  developing  of
135.650 kms long Kundli-Manesar-Palwal Expressway in the State  of  Haryana.
Following  the  bidding   process,  three  companies  viz.,  M/s.   Madhucon
Projects  Limited,  M/s.  D.S.  Construction   Limited   and   M/s.   Appolo
Enterprises set up a Special Purpose Vehicle (SPV)  named  ‘KMP  Expressways
Limited’  (“concessionaire”)  and  letter  of  acceptance  was   issued   on
14.11.2005.  The  concessionaire  and  HSIIDC  entered  into  a   concession
agreement dated 31.01.2006 and the same was for a  period  of  twenty  three
years and nine months from the appointed date.
3.          The concessionaire  raised  a  loan  from  consortium  of  banks
comprising of  the  banks  namely  IDBI  Bank,  State  Bank  of  India,  the
applicants herein and other banks such as State Bank of Mysore,  State  Bank
of Travancore, State Bank of Patiala, Canara Bank, Dena  Bank,  United  Bank
of India, UCO Bank, Vijaya Bank and  India  Infrastructure  Finance  Company
Ltd. The original project cost of  Rs.1915.00  crores  was  proposed  to  be
financed by way of equity capital of Rs.766.00 crores and  Rupee  Term  Loan
of        Rs.1149.00  crores.  The  lender   banks   have   disbursed   sums
aggregating to Rs.1075.03 crores for the project.   On  08.01.2007,  a  loan
agreement  was  executed  between  the  lender  banks   and   concessionaire
recognizing and  strengthening  the  lenders’  security  interest  over  the
concession agreement. In terms of loan  agreement, concessionaire had  inter
alia agreed to create security interest  over  various  documents  like  all
project documents which include concession agreement and  all  other  assets
and properties of the existing concessionaire. The  concessionaire  executed
the indenture of mortgage dated 09.01.2007  securing  the  interest  of  the
lenders as per the requirement of the loan agreement.  In order  to  further
secure the interest of the lender banks, on the same date  i.e.  08.01.2007,
a  tripartite  agreement  was  also  entered  into   between   HSIIDC,   the
concessionaire and the IDBI Bank as lenders’ agent.
4.          Proposed Kundli-Manesar-Palwal Expressway135.650 kms long  takes
off from NH-1 near  Kundli,  crosses  NH-10  in  the  west  of  Bahadurgarh,
crosses NH-8 near Manesar  and  finally  joins  NH-2  near  Palwal.  As  the
project is being developed around the national capital, Delhi, by  an  order
of this Court dated 18.08.2005 in IA No. 182-183 in W.P. (C) No.  13029/1985
titled as ‘M.C. Mehta v. Union of India’ the same is being  monitored  by  a
special monitoring committee under the chairmanship of  Secretary,  Ministry
of Road Transport and Highways with Chief Secretaries of Delhi, Haryana  and
U.P.,  Chairman,  NHAI  and  Chairman,   Environmental   Pollution   Control
Authority (EPCA) as members.  Also, the progress of the  project  was  being
reviewed by a High Powered Committee established under the  chairmanship  of
Chief Secretary, Haryana and others. There was delay  in  execution  of  the
work and the concessionaire was unable to achieve the  commercial  operation
of the  project.   Consequently,  this  Court  appointed  the  Environmental
Protection Control Authority  Committee  (EPCA)  to  expedite  the  project.
Several meetings were held between EPCA, HSIIDC, the concessionaire and  the
lender banks, the details of which may not be relevant for the issue  raised
before us. Suffice to note that it was agreed that an amicable  substitution
of the existing concessionaire shall be made so as to expedite the  project.
It was further agreed that in terms  of  the  contract,  the  concessionaire
would be paid Rs.1300.00  crores  as  termination  payment  for  utilization
towards payment of the debts due.  However, HSIIDC  vide  its  letter  dated
28.01.2015 addressed to EPCA informed that it had  revoked  the  arrangement
of making  termination  payment  to  the  concessionaire  and  approval  for
payment of the same was withdrawn. At the same time, HSIIDC issued a  notice
dated  28.01.2015  to  the  then  existing  concessionaire   conveying   its
intention to terminate the Concession agreement, subject to  a  cure  period
of one month for curing the defaults.
5.          At this  juncture,  applications  being  I.As.  No.344/2012  and
362/2014 were filed  by  the  amicus  curie  and  I.A.No.355/2014  filed  by
Government of NCT of Delhi in WP (C) No.13029/1985.   This  Court  vide  its
order dated 30.01.2015,  directed  the  State  of  Haryana  to  replace  the
existing concessionaire by following due procedure. The  operative  part  of
the order dated 30.01.2015 reads as under:-
“In the meanwhile, the State of Haryana will ensure that  appropriate  steps
would  be  taken  to  award  the  contract  for  the  project  to  the   new
concessionaire within two months’ time from today.  The  new  concessionaire
shall commence the work within a month’s time thereafter.”

6.          Later, vide a letter  dated  13.02.2015,  HSIIDC  informed  IDBI
Bank that in view of the order of the Supreme Court  dated  30.01.2015,  the
process of selecting a new concessionaire through its own efforts  is  under
process and that if lender banks propose to bring a new concessionaire,  the
lenders would have to adhere to the time frame fixed by the  Supreme  Court.
Vide its letter dated 16.02.2015, IDBI intimated HSIIDC  that  in  order  to
facilitate compliance with the  order  of  the  Supreme  Court,  the  senior
lenders have agreed  that  the  entity  selected  by  HSIIDC  shall  be  the
‘selectee’ of the lenders for the purposes of  the  substitution  agreement.
However, lender banks asked HSIIDC to ensure  that  the  new  concessionaire
takes over the debt due to  the  lenders.   Applicant  No.1-IDBI  Bank  vide
letters dated 16.02.2015,  25.02.2015,  27.02.2015,  05.03.2015,  16.04.2015
and 02.05.2015 repeatedly asked HSIIDC to comply with clause 3.5 (i) of  the
substitution agreement and to ensure that the new concessionaire takes  over
the senior lenders’ debt dues.
7.           Subsequently,  HSIIDC  issued  tender  dated   20.02.2015   and
subsequent addendum dated  10.03.2015  and  13.03.2015  inviting  bids  ‘for
execution  of  development  of   access   controlled   Kundli-Manesar-Palwal
Expressway Section  (Manesar  RD.  83.320  km  to  Palwal  RD  135.650  kms)
(Balance Work) on Item Rate Mode  amounting  to  Rs.4,01,49,97,931.00’.  Bid
submitted by M/s. KCC  Buildcon  Pvt.  Ltd.-Dilip  Buildcon  Ltd.  (JV)  was
accepted by HSIIDC on  28.03.2015  for  execution  and  development  of  the
project on ‘Item Rate Mode’ for the said stretch  of  the  road  project  of
52.33 km (Manesar-Palwal) (Balance Work).  Subsequently, in the  first  week
of April, 2015, HSIIDC issued invitation for bids for development of  access
controlled six lane Kundli-Manesar Section (km 0.00 to km 83.320) valued  at
Rs.1774.00 crores on ‘BOT’ (annuity basis).  After evaluation  of  the  bids
from the qualified bidders, HSIIDC  accepted  the  bid  of  ESSEL  on  ‘BOT’
(annuity basis) and  issued  letter  of  acceptance  on  31.07.2015  with  a
project cost of Rs.1863.00 crores. ESSEL  incorporated  M/s.  Kundli-Manesar
Expressways Limited as  a  limited  liability  company  and  the  concession
agreement was  executed  by  HSIIDC  with  M/s.  Kundli-Manesar  Expressways
Limited on 03.09.2015  for  execution  of  work  of  development  of  access
controlled six lane Kundli-Manesar Section km  0.00  to  km  83.320  in  the
State of Haryana on ‘BOT’ (annuity basis).  Be it noted, in  the  tender  as
well as the concession agreement with the ESSEL, there was  neither  mention
of debts due to the lender banks nor any clause was incorporated  to  secure
the loans of the lender banks.
8.          In this factual background, the lender banks  have  come  before
us by these applications inter alia seeking various directions:
(a)   To direct HSIIDC to amend the concession agreement between HSIIDC  and
ESSEL so as to include a suitable condition to  take  over  the  notice  and
other amounts owed to the senior lenders;
(b)   To direct HSIIDC to take over the balance loan and other amounts  owed
to the lenders under the financing documents proportionate to the 52.33  kms
of the project road which is constructed  and  completed  by  the  new  EPCA
Director and subsequently taken over by the HSIIDC;
(c)   To direct HSIIDC to ensure that new concessionaire/  ESSEL  who  would
substitute  the  existing  concessionaire  to  assume   all   the   existing
liabilities and obligations  of  the  existing  concessionaire  towards  the
senior lenders proportionate to 83.320 kms.;
(d)   To direct HSIIDC to enter into  a  supplementary  agreement  with  the
ESSEL so as to include a suitable condition to ensure  that  the  rights  of
senior lenders under the substitution agreement are duly protected;
(e)   To direct and collect all tax levy  from  both  the  sections  of  the
project road i.e. Kundli-Manesar Section (83.320 kms) awarded to  ESSEL  and
Mensar-Palwal of 52.33 kms as  taken  over  by  HSIIDC  are  deposited  into
Escrow Account to be opened with applicant No.1 the lead bank

9.          Grievance of the lender banks is that though the rights  of  the
senior lenders were acknowledged by HSIIDC in its letter  dated  13.02.2015,
HSIIDC proceeded with the bid without disclosing to the  new  concessionaire
that it will have to take upon debts due to the lender banks. On  behalf  of
the appellants, the learned Attorney General, Mr.  Mukul  Rohtagi  appearing
along with Additional Solicitor General of India,  Mr.  Neeraj  Kishan  Kaul
submitted that inspite of repeated letters by banks asking HSIIDC to act  in
terms of substitution agreement, HSIIDC has ignored the request  of  lenders
and has gone ahead  with  the  appointment  of  new  concessionaire  without
acknowledging the rights of the lenders and thus HSIIDC  failed  to  act  in
terms of the contract, in particular clause  3.5  (i)  of  the  substitution
agreement.
10.         Contention of the lender banks is that in terms  of  clause  3.5
(i) of the substitution agreement while substituting the  concessionaire  by
ESSEL, HSIIDC ought to have taken into account lenders’ dues  and  ought  to
have incorporated necessary clause in the  concession  agreement  obligating
the Selectee to take over lender banks’ dues. It is  contended  that  HSIIDC
is bound to execute a substitution agreement with the Selectee on  the  same
terms and  conditions  as  provided  in  the  substitution  agreement  dated
08.01.2007 and that  HSIIDC  has  committed  breach  of  contract.   Further
grievance of the lender banks is  that  unilateral  revocation  of  HSIIDC’s
commitment to make termination payment of Rs.1300.00 crores for  utilization
towards payment of dues payable to  the  lender  banks  has  caused  serious
prejudice to the rights of the lender banks.  Yet another grievance  of  the
lender banks is that corresponding to clause  3.5.(i)  of  the  substitution
agreement, no clause was shown in the advertisement for development  of  six
lane access controlled Kundli-Manesar Expressway km 0.00 to  km  83.320  nor
the same was incorporated in the concession agreement which was  awarded  to
ESSEL for the development  of  six  lane  access  controlled  Kundli-Manesar
Expressway from km 0.00 to km 83.320.  It was submitted that while  awarding
the work to ESSEL, HSIIDC ought to have acted in accordance with  the  terms
of substitution/tripartite agreement dated 08.01.2007 and  HSIIDC  committed
breach of contract by not incorporating the suitable condition  in  the  new
concession agreement for the payment or take over of lenders’  dues  by  the
new concessionaire/ESSEL. It was further argued that  unilateral  revocation
of consensus arrived at between HSIIDC and lender banks to make  termination
payment of Rs.1300.00 crores for utilization towards payment of dues to  the
lender banks was in breach of HSIIDC’s contractual obligations and the  same
caused serious prejudice to the rights of the banks.
11.         Lender banks relied upon clause 7.1.2 of the Common  Rupee  Term
Loan Agreement dated 08.01.2007 between the lender banks and  concessionaire
where right of the lenders to receive toll  collections  from  the  project,
deposited in an escrow  account  is  recognised.   Lender  banks  rely  upon
various  clauses  in  tripartite  agreement/substitution   agreement   dated
08.01.2007 between HSIIDC, the concessionaire and the  lenders’  agent.   As
per the  substitution  agreement/tripartite  agreement,  obligation  of  the
HSIIDC to inform the lenders’ agent about any notice of termination  of  the
concession  agreement  is  provided  in  clause  5.1  of  the   substitution
agreement.   In  case  of  default,  right  is  given  to  lender  banks  to
substitute the concessionaire by a Selectee  subject  to  approval  of  such
‘Selectee’ by HSIIDC. Clause 2.1 of the substitution agreement provides  for
substitution of  the  concessionaire  by  a  ‘Selectee’.  Clause  3  of  the
substitution  agreement  provides  the  modality  for  substitution  of  the
Selectee by the lender banks. On behalf of the banks, much emphasis is  laid
upon  clause  3.5.1  to  contend  that  as  per  clause  3.5.1  it  is   the
responsibility of HSIIDC to ensure that a suitable condition  acceptable  to
the lenders’ agent is provided for payment or  take  over  of  the  lenders’
dues. Clause 3.5 (i) of the substitution agreement very much relied  by  the
banks reads as under:-
“3.5 (i) If HSIIDC decides to substitute the  Concessionaire  by  any  other
person (“HSIIDC Nominee”), it shall take into account  the  Senior  Lender’s
Dues while  considering  offers  from  such  persons  and  shall  include  a
suitable condition as agreed to by the  lenders’  agent  on  behalf  of  the
Senior Lenders for payment or take over of such dues by such HSIIDC  Nominee
to  the  extent  agreed  by  the  lenders’  agent  while  substituting   the
Concessionaire by the HSIIDC Nominee.  The HSIIDC  Nominee  shall  similarly
be bound to execute a  supplementary/fresh  substitution  agreement  on  the
same terms and conditions as provided herein.”

12.         Having regard to the nature of the order we propose to pass,  it
is not necessary for us to go into the  merits  of  the  submission  of  the
banks and interpretation of the various clauses relied upon  by  the  lender
banks. Suffice to notice the facts emerging and the material on  record  and
the need to protect the interest of the lender banks by an interim order.
13.   (a) Delay in Completion of Work  and  Substitution  of  Concessionaire
thereafter: As brought on record that  though  concessionaire  had  executed
part of the work, progress of the work by  the  concessionaire  was  delayed
and the concessionaire was unable to achieve the  work  target.  The  lender
banks served a notice of occurrence  of  default  dated  13.08.2013  to  the
concessionaire asking him to cure the defects  within  a  period  of  thirty
days from the date of delivery of the notice.   The  concessionaire  replied
to the default notice vide its  reply  dated  17.09.2013  stating  that  the
payment default was on account of delay by HSIIDC in making payments to  the
concessionaire.  On  13.01.2014,   substitution   notice   was   served   on
concessionaire by the lender banks under article  2.2  of  the  substitution
agreement which was objected by the concessionaire  vide  its  letter  dated
03.02.2014.
(b)   Termination Payment and Unilateral Revocation of the same  by  HSIIDC:
While hearing I.A. No.344 of 2012, an interim  order  dated  10.03.2014  was
passed by this Court, thereby authorizing Environmental  Protection  Control
Authority  (EPCA)  to  proceed  with   the   proposal   of   replacing   the
concessionaire. Accordingly several meetings were held between the  lenders,
HSIIDC and the EPCA.   Vide  letter  dated  01.07.2014,  EPCA  recorded  its
comments to the Government of Haryana on the proposal regarding fixation  of
amount of ‘consideration for work done’ sent to EPCA by  the  lenders.   The
lender banks sought termination payment to the tune  of  Rs.1711.38  crores.
However, HSIIDC vide its letter dated 05.08.2014 conveyed  its  decision  to
pay Rs.1300.00 crores as a settlement/termination payment and the  same  was
maintained in the EPCA meeting on 09.08.2014. In the  said  meeting,  HSIIDC
informed that termination payment of Rs.1300.00 crores has been approved  by
its highest authority and HSIIDC cannot accede to  the  lenders  request  to
increase the amount to Rs.  1711.38  crores.   In  the  EPCA  meeting  dated
01.11.2014 HSIIDC informed that in view of formation of the  new  government
in the State of Haryana, a fresh approval from the new government  would  be
required on the amount of Rs.1300.00 crores fixed to be paid as  termination
payment. According to the  lender  banks  in  its  letter  dated  05.08.2014
(Annx. R-3), HSIIDC stated that:
“it has been decided that INR 1300 crore (is)  the  most  reasonable  amount
out of different valuations  done  by  the  Lenders’  Engineer,  Independent
Consultant, Lenders’ Consultant  and  Lead  Lenders”…….“while  conveying  as
above, I would also like to assure full  support  and  co-operation  of  the
State Government in your endeavour for getting the Project implemented.”

Later,  HSIIDC  is  said  to  have  unilaterally  revoked  its  consent   to
termination payment of Rs.1300.00 crores vide its  letter  dated  28.01.2015
to  EPCA  while  simultaneously   issuing   notice   of   default   to   the
concessionaire.  According to lender banks,  HSIIDC  had  not  kept  up  its
commitment and has not honoured the consensus arrived at between the  lender
banks and HSIIDC regarding the termination payment of Rs.1300.00 crores  and
committed breach of contract.
(c)   Order of this Court dated 30.01.2015: As  noticed  earlier,  by  order
dated  30.01.2015,  this  Court   directed   HSIIDC   to   appoint   a   new
concessionaire.  On behalf of the applicants,  it  was  submitted  that  the
above developments and various communications between the lender  banks  and
HSIIDC and concessionaire, consensus arrived at between the parties  to  pay
termination payment of Rs.1300.00 crores and the rights of the lender  banks
were not brought to the notice of this Court.   It  was  submitted  that  in
order to facilitate compliance of the order  of  this  Court,  lenders  vide
letters dated 16.02.2015 and 25.02.2015 intimated HSIIDC that  the  Selectee
by HSIIDC is acceptable to the  lenders  as  Selectee  for  the  purpose  of
substitution agreement. However, lender banks  repeatedly  requested  HSIIDC
to ensure that the Selectee/ concessionaire takes  over  the  debts  due  to
lender banks and secure the same by  incorporating  appropriate  clauses  in
the concession agreement.
(d)   Proceedings before the  Debt  Recovery  Tribunal:  As  seen  from  the
material on record, the consortium of banks has filed an application  before
the Debts Recovery Tribunal for recovery of their dues of  Rs.1607,97,51,108
against the previous concessionaire and others.  It  is  brought  on  record
that in the said proceeding, by order dated 23.12.2015, the  Debts  Recovery
Tribunal restrained outgoing concessionaire  M/s.  KMP  Expressways  Limited
from receiving any amount/fee/charges from the Government of Haryana or  any
other authority in respect of  refund/transfer  of  KMP  Expressway  Project
without permission of Debts Recovery Tribunal. This was communicated by  the
lender banks to HSIIDC vide its letter dated 27.01.2016 calling upon  HSIIDC
not to make any payment to the outgoing concessionaire.
(e)   Arbitration Proceedings: As seen from legal notice  dated  03.07.2015,
M/s. KMP Expressways Limited invoked arbitration clause contained in  clause
39.2 of the concession agreement. Arbitration claim is  pending  before  the
Arbitral Tribunal comprising of Justice N.K. Sodhi  (Former  Chief  Justice)
presiding Arbitrator, Justice (Retd.) T.S. Doabia, arbitrator and Shri  K.B.
Lal Singal  (Engineer-in-Chief)  (Retd.),  arbitrator  in  Arbitration  Case
No.103 of 2013 against HSIIDC.
14.         As discussed earlier, development of  4/6  lane  Kundli–Manesar-
Palwal Expressway from km 0.00 to km 83.320  in  the  State  of  Haryana  on
‘BOT’ basis was awarded to erstwhile  concessionaire  M/s.  KMP  Expressways
Limited.  Because  of  the   incompletion  of  the  work  as  aforesaid  and
intervention of this Court by order dated 30.01.2015, the work  was  divided
into two parts  and awarded to M/s. KCC Buildcon  Pvt.  Ltd.-Dilip  Buildcon
Ltd. (JV) and ESSEL as under:-
|         Stretch          |   Amount      |To whom awarded       |
|Manesar-Palwal Expressway |INR 401.49     |M/s. KCC Buildcon Pvt.|
|Section (Manesar RD.83.320|crores         |Ltd.-Dilip Buildcon   |
|km to Palwal RD 135.650km)|               |Ltd. (JV)             |
|(Balance Work) on Item    |               |                      |
|Rate Mode.                |               |                      |
|Development of access     |INR 1774 crores|M/s  ESSEL            |
|controlled 4/6 Lane       |               |                      |
|Kundli-Manesar (0.00km to |               |                      |
|83.320 km) in the State of|               |                      |
|Haryana on                |               |                      |
|Build-Operate-Transfer    |               |                      |
|(Annuity basis) (Balance  |               |                      |
|Work)                     |               |                      |


15.         Since the work of development  of  access  controlled  six  lane
Kundli-Manesar Section (from km 0.00  to  km  83.320)  is  awarded  to  M/s.
ESSEL,  the  applicants  now  seek  a  direction  to  amend  the  concession
agreement between HSIIDC and ESSEL, so as to include a  suitable   condition
to take over lenders’  dues and other amounts due  to  the  senior  lenders.
In our view, such a relief cannot be granted by an order of this  Court,  as
the same would amount to variation of  the  contractual  terms  between  the
parties i.e. HSIIDC and ESSEL. Even so  the  lender  banks  are  complaining
about the violation of the terms of the tripartite  agreement  between  them
and concessionaire. Any such dispute regarding the alleged violation of  the
terms and conditions  of  a  contract  shall  have  to  be  resolved  in  an
appropriate civil action before the competent civil court.  That is  because
the  same  are  not  amenable  to   adjudication   in   these   proceedings.
Fortunately, however, the parties may  not  have  to  resort  to  any  civil
action because of the presence of clause 7.11 in  the  tripartite  agreement
between the lender banks, HSIIDC and erstwhile concessionaire which  provide
for  adjudication  inter-se  disputes  between  the  parties   by   way   of
arbitration. Clause 7.11 reads as under:-

“7.11 Any dispute, difference or claim arising out of or in connection  with
or in relation to this Agreement which is not  resolved  amicably  shall  be
decided finally by reference  to  arbitration  to  a  board  of  arbitrators
comprising of one nominee of each party to the  dispute.   Such  arbitration
shall be held in accordance with the Rules  of  Arbitration  of  the  Indian
Council of Arbitration and  shall  be  subject  to  the  provisions  of  the
Arbitration and Conciliation Act,  1996.   The  arbitrators  shall  issue  a
reasoned award.  The venue of  such  arbitration  shall  be  at  Chandigarh,
India.   The award shall be final and binding on the parties.   The  parties
agree and undertake to carry out the award of the arbitrators (the  “Award”)
without delay.”

16.         That certain disputes  between  HSIIDC  and  the  concessionaire
have  already  been  referred  by  arbitration  to  an   Arbitral   Tribunal
comprising of Justice N.K. Sodhi, Former Chief  Justice  of  Karnataka  High
Court and Justice (Retd.)  T.S.  Doabia,  former  Judge  of  the  Jammu  and
Kashmir High Court is admitted.  Given the fact that two of the  parties  to
the disputes sought to be  raised in the present applications,  are  already
before the Arbitral Tribunal, we see no reason why the  disputes  raised  in
the present applications  should  also  not  be  referred  to  the  Arbitral
Tribunal in terms of clause 7.11 (supra).  To the credit of learned  counsel
for the parties, we must mention  that  they  were  also  agreeable  to  the
making of such a reference leaving it  open  to  the  arbitral  tribunal  to
entertain claims and counter claims based  on  the  contractual  obligations
flowing from the agreements and to adjudicate upon the same.
17.         The only question then is whether we ought to make  any  interim
arrangement pending adjudication of the disputes by the  arbitral  tribunal.
Having heard learned counsel  for  the  parties  at  some  length,  on  that
aspect, we are inclined  to  make  a  suitabe  arrangement  to  protect  the
interest of all concerned.  We say so,  because  Manesar  RD  83.320  km  to
Palwal RD 135.650 km = 52.330 km has been completed at least in part by  the
outgoing concessionaire while  the  remaining  was  completed  by  M/s.  KCC
Buildcon Pvt. Ltd.  The amount advanced by the lender banks to the  outgoing
concessionaire  has  been,  it  is  reasonable  to  presume,   utilized  for
construction of the said portion of the road.  HSIIDC has now  appointed  an
agent to collect the toll for the use of the said road.   Ends  of  justice,
in our opinion,  demand that the amount  so  collected  is  secured  to  the
extent of 80 percent by deposit of the same  in  an  escrow  account  to  be
opened in the IDBI  (Lead  bank)  while,  the  balance  20  percent  can  be
utilized by the HSIIDC for maintenance etc.   The amount so collected  shall
be available to the arbitral tribunal for disbursement in such ratio as  the
arbitral tribunal may after hearing the parties  deem  just  and  proper  to
direct.
18.         In the  result,  we  dispose  of  these  applications  with  the
following directions:-
(i)   All disputes between the lender banks, the  HSIIDC  and  the  outgoing
concessionaire-KMP Expressways Ltd. arising out of or  in  relation  to  the
tripartite agreement dated 08.01.2007 executed  between  the  parties  shall
stand referred to the arbitral tribunal headed by Justice N.K. Sodhi.
(ii)  The  parties  namely,  the  lender  banks,  HSIIDC  and  the  outgoing
concessionaire shall file  their  claims,  and  counter  claims  before  the
arbitral tribunal who shall then adjudicate upon  and  decide  the  same  in
accordance with the law giving to each one of them an opportunity  of  being
heard in the matter.
(iii) Pending adjudication of the claims as aforesaid, we direct deposit  of
eighty percent of the amount collected towards  toll  for  use  of  Manesar-
Palwal Section (Manesar RD 83.320 km to Palwal RD 135.650 km= 52.330 km)  in
an escrow account to be opened in IDBI-the lead bank. The said amount  shall
then be available to the arbitral tribunal for disbursement  to  the  lender
banks by way of an interim arrangement  or  otherwise  as  it  may  consider
appropriate after hearing the parties.
(iv)  This order  of  reference  to  arbitration  or  the  pendency  of  the
proceedings before the arbitral tribunal  shall  not  be  considered  as  an
impediment for the new concessionaire to commence its work of  widening  4/6
lane  work  pertaining  to  Kundli-Manesar  (0.00  km–83.320  km.),  subject
however,  to  the  condition  that  before  ESSEL,  the  new  concessionaire
commences the work in Kundli-Manesar (0.00 km–83.320 km)  in  terms  of  the
contract  allotted  to   it,   HSIIDC   shall   appoint   a   committee   of
engineers/experts for measurement of the work done  on  (i)  Kundli-Manesar-
0.00km-83.320km and (ii) Manesar-Palwal–83.320km-135.650km by  the  outgoing
concessionaire. The report shall be  filed  before  the  arbitrators  within
four weeks from the date of this order.  The  outgoing  concessionaire,  the
lender banks and the new concessionaire shall associate with the process  of
measurement of the work.
(v)    Needful  shall  be  done  expeditiously  to  avoid   any   delay   in
commencement of the work by ESSEL.

Reference of the disputes to arbitration shall not be an impediment for  the
Debts Recovery Tribunal to proceed with the application filed by  the  banks
pending before it.  We make it clear that we have not expressed any  opinion
as to the merits of the claims or contentions opened to the  parties  before
the arbitral tribunal.  No costs.

                                                               …………………….CJI.
                                                               (T.S. THAKUR)


                                                                ……………………….J.
                                                              (R. BANUMATHI)
New Delhi;
May 13, 2016