DR.DHANANJAYA Y.CHANDRACHUD,J. - (1.) This judgment has been divided into the following sections to facilitate analysis: A Factual background B Submissions of counsel C Analysis of the Concession Agreements D Terms of the consent order dated 20 September 2019 passed by the High Court E Obligations of HMRTC and HSVP to pay the debt due F Conclusion A Factual background 1. In 2008, Haryana Shehri Vikas Pradhikaran ("HSVP"), the second respondent, issued a Request for Qualification and Request for Proposal ("RFQ/RFP") for developing a metro rail link from Delhi Metro Sikanderpur Station on MG Road to NH-8 ("Project No.1"). A Consortium Agreement was entered into on 1 December 2008 between IL&FS Rail Limited ("IRL"), IL&FS Transportation Networks Limited ("ITNL") and DLF Metro Limited in which IRL was identified as the lead member of the consortium. HSVP accepted the bid submitted by the consortium and issued a letter of award of 16 July 2009, subject to the condition that a concession agreement would be executed within 60 days. Pursuant to the letter of award, the consortium incorporated the first appellant, Rapid Metro Rail Gurgaon Limited ("RMGL"), under the Companies Act, 1956 (the "Act of 1956") and requested HSVP to accept RMGL as the entity which would undertake, fulfill and exercise the rights of the consortium under the letter of award.
(2.) On 9 December 2009, HSVP entered into a Concession Agreement with RMGL for the execution of Project No 1 on a design, build, finance, operate and transfer basis. HSVP granted a concession to RMGL for a period of 99 years from the effective date, including the exclusive right, license and authority during the subsistence of the Concession Agreement to implement and operate Project No 1.
(3.) In 2012, HSVP issued another RFQ/RFP for developing a metro rail link from Delhi Metro Sikanderpur Station on MG Road to Sector 56, Gurugram ("Project No 2").;