Brajesh Kumar Tripathi & Anr. & Ors vs Hastimal Kachhara & Ors. & Ors

Company Appeal (AT) (Ins) No. 938 of 2026 & I.A. No. 3739 of 2026 (Arising out of the Order dated 09.03.2026 passed by the National Company Law Tribunal, Indore Bench, in IA(Plan)/3(MP)/2025 in CP(IB)/26(MP)/2024

IN THE MATTER OF: Brajesh Kumar Tripathi S/o Late Shri Sharad Bhushan Tripathi R/o 88, Shrinagar, Indore - 452018, M.P. Email of counsel: atpr@rishabhjain.com ...Appellant No. 1

ABHISHEK TRIPATHI S/o Shri Rajesh Tripathi R/o 88, Shrinagar, Indore - 452018, M.P Email: at1988@yahoo.com ...Appellant No. 2

Versus

Hasti Mal Kachhara Resolution Professional of Pushp Ratna Realty Private Limited A-602, Nirman Apartments, Pump House, Vikas Nagar, Andheri (East), Mumbai - 400093, Maharashtra Email: hastimal.kachhara@gmail.com ...Respondent No. 1

Pushp Ratna Realty Private Limited (Corporate Debtor) Through its Authorised Representative G-1, Pushpratna Castle, 12, Kanchanbag, South Tukoganj, Indore - 452001 Email: pushpratnarealty@gmail.com ... Respondent No. 2

Rajendra Hirani (Successful Resolution Applicant) 2302, Shiv Tapi Apartment, HG Road, Near Dharam Palace, Gamdevi, Mumbai - 400007 Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

Email: hirani.rajendra@outlook.com ...Respondent No. 3

With Company Appeal (AT) (Ins) No. 939 of 2026 & I.A. No. 3741 of 2026 (Arising out of the Order dated 09.03.2026 passed by the National Company Law Tribunal, Indore Bench, in IA 260(MP)/2025 in CP(IB)/26(MP)/2024

IN THE MATTER OF: Brajesh Kumar Tripathi S/o Late Shri Sharad Bhushan Tripathi R/o 88, Shrinagar, Indore - 452018, M.P. Email of counsel: atpr@rishabhjain.com ...Appellant No. 1

Abhishek Tripathi S/o Shri Rajesh Tripathi R/o 88, Shrinagar, Indore - 452018, M.P Email: at1988@yahoo.com ... Appellant No. 2

Versus

Hasti Mal Kachhara Resolution Professional of Pushp Ratna Realty Private Limited A-602, Nirman Apartments, Pump House, Vikas Nagar, Andheri (East), Mumbai - 400093, Maharashtra Email: hastimal.kachhara@gmail.com ... Respondent No. 1

Pushp Ratna Realty Private Limited (Corporate Debtor) Through its Authorised Representative G-1, Pushpratna Castle, 12, Kanchanbag, South Tukoganj, Indore - 452001 Email: pushpratnarealty@gmail.com ...Respondent No. 2

Rajendra Hirani (Successful Resolution Applicant)

Page 2 of 32 Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

2302, Shiv Tapi Apartment, HG Road, Near Dharam Palace, Gamdevi, Mumbai - 400007 ...Respondent No. 3 Email: hirani.rajendra@outlook.com Present For Appellant: Mr. Rishabh Jain, Advocate.

For Respondents: Mr. Ayush J. Rajani and Ms. Khushboo Shah Rajani, Advocates for RP/R-1.

JUDGEMENT

( 13.07.2026)

NARESH SALECHA, MEMBER (TECHNICAL)

1. There are two appeals filed by the Appellants i.e., Brajesh Kumar Tripathi

and Abhishek Tripathi, who are the joint and exclusive owners of the Subject

land, under Section 61 of the Insolvency and Bankruptcy Code, 2016 ("Code")

against the Impugned Order dated 09.03.2026 passed by the National Company

Law Tribunal ("Adjudicating Authority"), Indore Bench, in

IA(PLAN)/3(MP)/2025 in CP(IB)/26(MP)/2024 and against the Impugned Order

dated 09.03.2026 passed by the National Company Law Tribunal ("Adjudicating

Authority"), Indore Bench, in IA 260(MP)/2025 in CP(IB)/26(MP)/2024.

Hasti Mal Kachhara, who is the Resolution Professional of Pushp Ratna

Realty Private Limited, is the Respondent No.1 herein.

Pushp Ratna Realty Private Limited, who is the Corporate Debtor through

its Authorised Representative, is the Respondent No.2 herein.

Page 3 of 32

Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

Rajendra Hirani, who is the successful Resolution Applicant, is the

Respondent No.3 herein.

2. The Appellants submitted that they are the absolute and lawful owners of

the subject land bearing Survey No. 388/2/17 admeasuring 0.112 hectares situated

at Village Khajrana, Tehsil and District Indore, Madhya Pradesh. The Appellants

stated that their title originates from a registered Sale Deed dated 18.01.1995

executed for valuable consideration in favour of Appellant No. 1 and the

predecessor-in-interest of Appellant No. 2, Late Smt. Sushila Devi Tripathi. The

Appellants contended that their ownership rights have continuously remained

reflected in the revenue records and have never been disputed by any party. It was

submitted that at no point of time was the ownership of the subject land

transferred, conveyed, assigned, leased, or otherwise alienated in favour of the

Corporate Debtor.

3. The Appellants submitted that on 29.01.2010 they entered into a registered

Development-cum-Collaboration Agreement with the Corporate Debtor, which

was subsequently amended through a registered Amendment Deed dated

21.07.2010. The Appellants contended that the Agreement was purely a

development arrangement under which the Corporate Debtor was engaged only

as a builder for construction activities on the subject land. The Appellants stated

that the Agreement expressly preserved their ownership rights over the land and

merely granted limited and conditional development rights to the Corporate

Page 4 of 32 Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

Debtor. It was submitted that no monetary consideration was paid by the

Corporate Debtor to the Appellants and that the consideration flowing to the

Appellants under the Agreement was restricted to 37% of the residential saleable

area to be constructed on the subject land, while the remaining 63% was to belong

to the Corporate Debtor. The Appellants further contended that the Agreement

was neither a partnership nor a joint venture and did not create any proprietary

interest in favour of the Corporate Debtor.

4. The Appellants submitted that the Development Agreement specifically

contemplated the development of a residential project known as "Pushpa Ratna

Socrus City (PRS City)" on the subject land. The Appellants stated that the

Agreement required the respective shares of the parties to be demarcated through

a map approved by the Municipal Corporation and signed jointly by the

landowners and the builder. The Appellants contended that their contractual

entitlement was not merely a percentage of any future project but was specifically

linked to residential saleable area to be constructed on the subject land itself,

including specified portions of the first and second floors of the first block and

other designated portions of the development. According to the Appellants, the

Agreement contemplated actual delivery of identified residential units and not

any substituted or unspecified entitlement.

5. The Appellants submitted that in complete breach of the Development

Agreement, the Corporate Debtor unilaterally sought to merge the subject land

Page 5 of 32 Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

into a larger composite project styled "Lush by Pushpratna" without obtaining

their consent or approval. The Appellants contended that various statutory

approvals, sanctions, and permissions were obtained by the Corporate Debtor

behind their back and without their participation, despite the Agreement requiring

consultation and cooperation between the parties. The Appellants stated that none

of the approvals relied upon by the Corporate Debtor bear their signatures and

none were obtained with their knowledge or authorization. The Appellants further

submitted that the project originally agreed between the parties was silently

abandoned and replaced by a completely different project structure, layout, and

branding without any contractual basis.

6. The Appellants contended that the very foundation of the project approvals

was tainted by serious irregularities. It was submitted that the land diversion

proceedings, which formed the basis of the layout sanction and subsequent

approvals, were initiated through an application that bore no signature of the

applicant. According to the Appellants, these facts cast serious doubt upon the

legality and validity of the regulatory approvals relied upon by the Resolution

Professional and the Successful Resolution Applicant.

7. The Appellants submitted that despite the passage of several years after

execution of the Development Agreement, absolutely no construction was

undertaken on the subject land. The Appellants contended that even if the

commencement date of the project is reckoned from the layout sanction dated

Page 6 of 32 Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

24.01.2013, the maximum contractual period for completion, including the grace

period (5 years + 18 months), expired by July 2019. However, the subject land

continues to remain undeveloped. The Appellants stated that no part of their

contractual share of 37% saleable area was ever identified, demarcated, or

delivered. The Appellant further submitted that no monetary consideration was

paid to them and that the Corporate Debtor failed to perform any of its core

obligations under the Agreement.

8. The Appellants submitted that the project suffered from severe regulatory

setbacks prior to commencement of CIRP. The Appellants stated that the Indore

Municipal Corporation revoked the building permission on 04.07.2023 on

grounds including misrepresentation by the Corporate Debtor. It was further

submitted that the RERA registration of the project expired on 31.12.2019 and

was never renewed. The Appellants contended that RERA also imposed

restrictions on fresh bookings within the project, thereby demonstrating that the

project had ceased to enjoy valid statutory approvals. According to the

Appellants, these developments rendered the project legally and practically

incapable of implementation.

9. The Appellants submitted that in view of the complete failure of the

Corporate Debtor to perform its obligations and complete the project within the

stipulated period, they validly terminated the Development Agreement by issuing

a registered notice dated 06.08.2024. The Appellants contended that the

Page 7 of 32 Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

Corporate Debtor neither replied to the termination notice nor challenged the

termination before any competent forum. It was further submitted that the

Corporate Debtor never sought a declaration that the termination was invalid and

never initiated any proceedings seeking specific performance of the Agreement.

The Appellants therefore contended that the termination attained finality and

remained operative as on the date of commencement of CIRP.

10. The Appellants submitted that immediately after termination of the

Agreement they approached the Commercial Court at Indore under Section 9 of

the Arbitration and Conciliation Act, 1996. The Appellants stated that the

Commercial Court, after hearing the Corporate Debtor, passed an order dated

06.09.2024 directing maintenance of status quo with respect to the subject land.

The Appellants contended that the said order continued to remain in force even

on the date of approval of the Resolution Plan and has not been vacated or set

aside by any competent authority. According to the Appellants, the existence of

the status quo order constituted a significant legal impediment to any attempt to

include the subject land in the insolvency estate or utilize it for implementation

of the Resolution Plan.

11. The Appellants submitted that when CIRP commenced on 16.10.2024, the

factual and legal position was clear: the Development Agreement stood

terminated; the termination remained unchallenged; the status quo order was

subsisting; the building permission had already been revoked; and the RERA

Page 8 of 32 Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

registration had expired. The Appellants contended that under such circumstances

the Corporate Debtor possessed no enforceable rights over the subject land

capable of being treated as assets of the Corporate Debtor. The Appellants

therefore maintained that the subject land could not legally form part of the

insolvency estate under Sections 18 and 36 of the Code.

12. The Appellants submitted that they accordingly filed IA/260(MP)/2025

seeking exclusion of the subject land from the Information Memorandum, asset

pool, and Resolution Plan. The Appellants stated that despite repeated directions

issued by the Adjudicating Authority requiring the Resolution Professional to

furnish parcel-specific information and identify the exact allotments

corresponding to the subject land, the Resolution Professional repeatedly failed

to comply with such directions. The Appellants contended that no material was

produced showing any correlation between individual homebuyers and specific

sanctioned units on the subject land. According to the Appellants, the failure of

the Resolution Professional to comply with repeated judicial directions warranted

an adverse inference against him.

13. The Appellants submitted that notwithstanding the pendency of their

application and unresolved issues concerning ownership and asset-pool

composition, the Adjudicating Authority approved the Resolution Plan on

09.03.2026. The Appellants contended that the Resolution Plan expressly

proceeds on the assumption that the existing land parcels, of various land owners

Page 9 of 32 Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

including the subject land, of the Appellants are available for implementation of

the project. The Appellants stated that the Resolution Applicant proposed to

complete the project by "leveraging" the existing land parcels and obtaining fresh

approvals from regulatory authorities. According to the Appellants, the

Resolution Plan is therefore fundamentally dependent upon utilization of land

which admittedly belongs to third parties.

14. The Appellants submitted that the subject land never vested in the

Corporate Debtor and consequently could not form part of the insolvency estate.

The Appellants relied upon the decisions of the Hon'ble Supreme Court in

Embassy Property Developments Pvt. Ltd. v. State of Karnataka [2019 SCC

OnLine SC 1542], Rajendra K. Bhutta v. Maharashtra Housing and Area

Development Authority & Anr. [Civil Appeal No. 12248 of 2018] and A.A.

Estates Pvt. Ltd. v. Kher Nagar Sukhsadan Co-operative Housing Society Ltd.,

[2025 SCC OnLine SC 2579] to contend that property belonging to third parties

and merely held under contractual arrangements cannot be treated as assets of the

Corporate Debtor. The Appellants argued that once the Development Agreement

stood terminated prior to CIRP, even the limited contractual development rights

of the Corporate Debtor ceased to exist.

15. The Appellants further submitted that the Resolution Plan fundamentally

rewrites the Development Agreement. The Appellants contended that their

entitlement under the Agreement was specifically confined to 37% of the saleable

Page 10 of 32 Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

area to be constructed on the subject land. However, the Resolution Professional

sought to substitute this contractual entitlement with a vague assurance that the

Appellants' interests would be protected by granting them 37% of the larger

project. The Appellants stated that no specific unit, block, floor, tower, or parcel

was identified for this purpose. The Appellants contended that such an approach

amounts to unilateral modification of a registered contract without the consent of

the landowners and is legally impermissible.

16. The Appellants submitted that the Resolution Plan was neither feasible nor

viable. The Appellants contended that the entire implementation schedule rests

upon assumptions that are incapable of fulfilment, including obtaining fresh

approvals despite revocation of building permissions, expiration of RERA

registration, pending title disputes, pending proceedings concerning land-use

conversion, and the subsisting status quo order of the Commercial Court.

According to the Appellants, the Adjudicating Authority failed to undertake the

mandatory examination of feasibility and viability required under Section 31 of

the Code and instead approved the Resolution Plan solely on the basis of approval

by the Committee of Creditors.

17. The Appellants submitted that the doctrine of commercial wisdom of CoC

cannot justify inclusion of third-party property in the insolvency estate. The

Appellants contended that while the Committee of Creditors may exercise

commercial judgment regarding assets belonging to the Corporate Debtor, it

Page 11 of 32 Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

cannot by majority vote convert private property belonging to third parties into

resolution assets. According to the Appellants, permitting such an approach

would undermine Sections 18 and 36 of the Code and violate the constitutional

protection afforded to property under Article 300A.

18. The Appellants finally submitted that the combined effect of the dismissal

of IA/260(MP)/2025 and approval of the Resolution Plan amounts to an indirect

compulsory acquisition of their private property without authority of law, without

due process, and without compensation. The Appellants contended that the

Resolution Plan seeks to appropriate their land for completion of the project while

extinguishing objections and transferring rights to the Successful Resolution

Applicant.

19. The Appellants further submitted that the Impugned Order is entirely silent

regarding the subsisting status quo order passed by the Commercial Court, Indore

under Section 9 of the Arbitration and Conciliation Act, 1996. The Appellants

stated that the said order was passed on 06.09.2024 and continues to remain in

force. The Appellants contended that the Adjudicating Authority neither

considered nor distinguished this judicial order while approving a Resolution

Plan that proposes implementation over the very same land. The Appellants

argued that Section 14(1)(d) of the Code expressly preserves the rights of owners

to recover property in possession of the Corporate Debtor and that the Code does

not authorize extinguishment of such rights.

Page 12 of 32

Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

20. The Appellants further submitted that the Impugned Order grants sweeping

reliefs and concessions beyond the scope of Section 31 of the Code. The

Appellants stated that the Order directs revalidation of revoked approvals, waiver

of municipal dues, expedited grant of statutory permissions, extinguishment of

liabilities, and transfer of all encumbrances to the Successful Resolution

Applicant. The Appellants contended that such directions effectively substitute

the functions of regulatory authorities and operate against the rights of third

parties, including the Appellants. According to the Appellants, these reliefs travel

beyond the permissible scope of judicial review under the Insolvency and

Bankruptcy Code.

21. The Appellants submitted that the Resolution Plan itself acknowledges its

dependence on future negotiations with the landowners. The Appellants pointed

out that Clause 7.5 of the Resolution Plan expressly provides that the Successful

Resolution Applicant may interact and negotiate with the landowners regarding

the undeveloped portion of the land and that the future terms and conditions are

yet to be decided. The Appellants contended that this admission demonstrates that

no concluded arrangement presently exists between the Resolution Applicant and

the Appellants. Therefore, the approved Resolution Plan is contingent,

speculative, and incapable of immediate implementation. The Appellants

submitted that a Resolution Plan whose core implementation mechanism depends

Page 13 of 32 Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

upon uncertain future negotiations cannot satisfy the statutory requirement of

feasibility and viability.

22. Concluding their arguments, the Appellants requested this Appellate

Tribunal to set aside the impugned order and allow the appeals.

23. Per contra, the Respondent No.1 denied all the averments of the Appellants

as misleading and baseless.

24. The Respondent No. 1 submitted that he is the duly appointed Resolution

Professional of the Corporate Debtor, "Lush by Pushpratna", and is fully

conversant with the facts and circumstances of the present matter. The

Respondent No. 1 submitted that the present appeals are devoid of merit,

frivolous, misconceived, and liable to be dismissed in limine.

25. The Respondent No. 1 stated that the Corporate Insolvency Resolution

Process (CIRP) against the Corporate Debtor was admitted by the Adjudicating

Authority vide order dated 16.10.2024 and a moratorium under the Code, came

into force. The Respondent No. 1 submitted that the entitlements of the

Appellants in respect of the developed area under the Joint Venture Agreement

are not disputed, as the Appellants are owners of the land and had entered into the

development arrangement with the Corporate Debtor. The Respondent No. 1

contended that such entitlement has already been duly recognized and

incorporated in the Information Memorandum prepared during the CIRP.

Page 14 of 32

Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

26. The Respondent No. 1 submitted that all Prospective Resolution

Applicants, including the Successful Resolution Applicant, were duly informed

about the Joint Venture Agreements executed by the Corporate Debtor with

various landowners, including the Appellants. The Respondent No. 1 stated that

all relevant documents and contractual rights arising from such agreements were

made available to the Resolution Applicants through the Information

Memorandum and Virtual Data Room. The Respondent No. 1 further contended

that the land belonging to the Appellants forms an integral part of the sanctioned

real estate project and is covered under the approvals granted by the Town and

Country Planning Department, Municipal Corporation, and the RERA.

Consequently, the said land cannot be segregated from the project at this stage.

27. The Respondent No. 1 submitted that the project consists of multiple land

parcels brought together under a common development scheme and substantial

third-party rights have already been created in favour of homebuyers. The

Respondent No. 1 stated that approximately 43 homebuyers have invested

substantial sums in the project and have filed their claims during CIRP

proceedings. The Respondent No. 1 elaborated that the Corporate Debtor had

raised funds and marketed the entire project as one project of multiple towers and

common facilities, based on the collective land parcels forming part of the

sanctioned project, which included the said land parcel of the Appellants also.

Therefore, permitting the Appellants to isolate or carve out their land from the

Page 15 of 32 Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

project is practically impossible and impermissible and would seriously prejudice

the interests of homebuyers and other stakeholders. The Respondent No. 1 further

submitted that such a course would be contrary to the law laid down by the

Hon'ble Supreme Court in Gujarat Urja Vikas Nigam Limited v. Amit Gupta &

Ors., reported in (2021) 7 SCC 209.

28. The Respondent No. 1 contended that under the settled position of law and

the provisions of Section 2(zk) of the RERA Act, 2016, landowners who

contribute land for development projects are treated as "Promoters." The

Respondent No. 1 stated that the Appellants, being parties to a Joint Development

Arrangement and being entitled to a share in the developed area, fall within the

definition of Promoters under RERA. Reliance was placed on the judgment of

this Appellate Tribunal in Namdeo Ramchandra Patil v. Vishal Ghisulal Jain

[CA (AT) (Ins.) No. 821 of 2021].

29. The Respondent No. 1 stated that prior to filing the present Appeals, the

Appellants had approached the Commercial Court, Indore, under Section 9 of the

Arbitration and Conciliation Act, 1996, expressing apprehension that the

management of the Corporate Debtor intended to alienate the subject property.

Pursuant thereto, the Commercial Court had directed the parties to maintain status

quo with respect to the concerned land parcel. The Respondent No. 1 submitted

that such apprehension no longer survives since the CIRP had commenced, the

Resolution Professional has taken control of the Corporate Debtor, and all

Page 16 of 32 Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

relevant details concerning the Appellants rights had been disclosed to the

Resolution Applicants and the Respondent No. 3 (SRA) submitted the Resolution

Plan which was approved by 100% of CoC consisting of Homebuyers and was

also approved by the Adjudicating Authority vide the impugned order dated

09.03.2026. The Respondent No. 1 further contended that Section 14(1)(d) of the

Code protects all properties in possession of the Corporate Debtor during the

subsistence of the moratorium.

30. The Respondent No. 1 submitted that the Development-cum-Collaboration

Agreement expressly provides that the Appellants was entitled to 37% of the

developed area while the Corporate Debtor was entitled to 63% of developed

area. The Respondent No. 1 further stated that the agreement contained an express

non-termination clause stipulating that the agreement cannot be terminated or

transferred under any circumstances. It was contended that this clause was

incorporated to safeguard the interests of homebuyers and ensure continuity of

the project. Therefore, neither unilateral nor bilateral termination of the

agreement is permissible yet still the Appellants contractual rights remain

protected.

31. Concluding arguments, the Respondent No. 1 requested this Appellate

Tribunal to dismiss both appeals.

Findings

Page 17 of 32 Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

32. The core issue of both appeals, is based on the pleadings of the Appellants

that the Development-cum-Collaboration Agreement dated 29.10.2010 was a

standalone contract confined only to the subject land bearing Survey No.

388/2/17 admeasuring 0.112 hectares situated at Village Khajrana, Tehsil and

District Indore, Madhya Pradesh and the subject property did not form part of the

larger project known as Lush by Pushpratna. The Appellants stated that the

contract executed between the Appellants and Corporate Debtor was never

intended to be a part of any larger real estate development, i.e. Lush by Pushpratna

as the Development-cum Collaboration Agreement dated 29.01.2010 was

restricted strictly to Khasara No. 388/2/17 admeasuring 0.112 hectares, and that

no clause therein permitted the inclusion of the subject land in any composite or

integrated township project as done by the Corporate Debtor.

33. On this aspect, we have also noted the pleadings of the Respondent No. 1

brought out that the subject land formed an integral and inseparable part of the

larger Lush by Pushpratna, which was conceived and developed as a composite

real estate project comprising contiguous parcels of land, including that of the

Appellants.

34. We note that the layout plan of project was approved by the Town and

Country Planning Department (TNCP) in the year 2013. Thereafter, the

permissions from municipal Corporation and RERA were also taken by the

Corporate Debtor which included land parcel of the Appellants i.e., including the

Page 18 of 32 Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

subject property in the overall Lush by Pushpratna. Thus, it is not in dispute that

the subject property was reflected and included in the said approved layout plan

by various authorities in favour of the Corporate Debtor. We also note that the

Development Agreement, provided that the responsibility of obtaining necessary

permissions, approvals and sanctions from the competent authorities were to rest

upon the Corporate Debtor, and that the Appellants were required to cooperate

and sign requisite documents, as may be required, for various approvals of the

authorities. Thus, we find that the obligations to obtain statutory approvals was

upon the Corporate Debtor, and the Appellants were required only to extend

cooperation. The inclusion of the said subject land in the sanctioned layout of the

Lush by Pushpratna, therefore, clearly establish that the entire project was

conceived as a composite project and not an isolated or unilateral act as claimed

by the Appellants.

35. It has been submitted by the Resolution Professional that the Appellants

did not raise any objection with respect to the permissions or approvals taken by

the Corporate Debtor from time to time. The Respondent emphasized that at no

stage before the commercial court, Indore, did the Appellants contend that such

approvals were forged or fabricated. Thus, it seems that the Appellants were fully

aware of the permissions obtained in respect of the project as a whole by the

Corporate Debtor, based on which homebuyers invested in the composite project.

Page 19 of 32

Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

36. We also find from the sequence of events and dates that since approval of

the layout plan in 2013, until the termination notice dated 06.08.2024 by the

Appellants by registered post, nearly a decade elapsed and during this long

period, permissions from various statutory authorities, including planning

authorities and regulatory bodies, were indeed obtained by the Corporate Debtor.

We find it difficult to accept that the Appellants remained completely unaware of

the inclusion of their land in the sanctioned layout and the development activities

undertaken under the banner of the Lush by Pushpratna throughout this entire

duration. We consciously note that the Resolution Professional has submitted that

the entire information with respect to the plan approval was available on RERA

Website. As such, we do not find any merit in the arguments of the Appellants

that project was conceived as a whole, without their knowledge or consent.

37. As regard, issue of absence of signature by the Appellants during approval

by authorities, we note that as per the terms of the Agreement, it was the

Corporate Debtor who was required to obtain necessary permissions, and the

Appellant was only required to cooperate. Therefore, the mere absence of the

Appellants signature on certain documents, by itself, does not invalidate the

approvals, particularly when no timely challenge was made by the Appellants at

any legal forum or even writing as protest to the Corporate Debtor.

38. It is the case of the Appellants that there is no clause in the Development

Agreement declaring that the subject property shall form part of the Lush by

Page 20 of 32 Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

Pushpratna. It is also a fact that the Corporate Debtor had entered into multiple

development arrangements in respect of adjacent lands forming part of the same

layout, and that the Appellants land is geographically contiguous to such parcels.

We can therefore interpret that if subject land that was not from part of any

composite or larger project, it was open to the Appellants to incorporate a specific

restrictive covenant to that effect in the Agreement. No such stipulation is found.

Even from the date of approval of the layout plan in 2013 until the issuance of

termination notice in August 2024, that too by sending registered post the

Corporate Debtor, no objection was raised by the Appellants against the inclusion

of their land in the sanctioned layout of the composite project. This also does not

support the case of the Appellants.

39. We note the submissions of the Appellants that Development Agreement

contains a clause clarifying that it is not a joint venture between the parties, that

stipulation pertains to the legal relationship between the landowner and the

developer in respect of rights and liabilities. However, we find that it does not,

by itself, establish that the subject property could not be developed as part of a

larger composite project, especially when statutory approvals reflect otherwise.

40. Thus, based on above discussion on the contractual terms, the statutory

approvals, the inclusion of the subject land in the 2013 sanctioned layout plan and

the conduct of the parties over more than a decade, we hold that the subject

property was correctly found by the Adjudicating Authority as part of the larger

Page 21 of 32 Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

composite project- Lush by Pushpratna. We agree with the logic of the

Adjudicating Authority in the Impugned Order that the prolonged silence and

absence of objection on the part of the Appellants amounts to acquiescence by

conduct and the doctrine of approbation and reprobation squarely applies and the

Appellants cannot be allowed to derail the CIRP proceedings especially when the

Resolution plan of SRA has been approved by the Adjudicating Authority. Thus,

we tend to agree that the Development-cum-Collaboration Agreement 29.10.2010

was not a stand-alone contract.

41. We note that any order passed pursuant to the invocation of arbitration does

not continue to bind the Corporate Debtor from the date of commencement of the

Corporate Insolvency Resolution Process (CIRP), owing to the operation of the

moratorium. Furthermore, upon approval of the Resolution Plan, the Corporate

Debtor stands vested in the Successful Resolution Applicant on a "clean slate"

basis, with all liabilities pertaining to the pre-CIRP period standing extinguished,

except to the extent specifically preserved under the approved Resolution Plan.

Consequently, any claims, disputes, or liabilities not recognized or provided for

in the approved Resolution Plan, are deemed to have been extinguished. The

Appellants cannot, by indirect means, seek to resurrect alleged contractual

disputes that no longer survive against the Corporate Debtor following the

approval of the Resolution Plan.

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Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

42. It has been brought that that the Development-cum Collaboration

Agreement dated 29.10.2010 executed between the Appellants and the Corporate

Debtor contains two different clauses. One clause stipulates that in the event the

project is not completed within a period of five years with an additional grace

period of eighteen months, the Appellants would be entitled to terminate the

contract. The other clause provides that the agreement shall not be terminated

under any circumstances. It has been seen that various permissions and approvals

were obtained from the competent statutory authorities such as TNCP, Municipal

Corporation and RERA. It is also an admitted fact that homebuyers had booked

their flats and plots in the project and few towers had already been constructed

and substantial development activity had thus taken place. The termination clause

of the contract provided a period of five years plus eighteen months for

completion of the project. Even if the project commencement is taken from the

year 2013, the outer limit for completion would expire in the year 2019. It is

undisputed fact that the Appellants did not invoke the alleged termination clause

immediately upon expiry of the stipulated period. No notice invoking breach was

issued at that stage by the Appellants to the Corporate Debtor. The alleged

termination was affected in the year 2024, that is, several years after expiry of the

stipulated period and at much later stage when and third-party rights had stood

created in the favour of Homebuyers.

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Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

43. It has also been brought to our notice by the Resolution Professional that

the Agreement executed between the Corporate Debtor and the Appellants

contains an express "Non-Termination" clause, which unequivocally stipulates

that the Agreement cannot be terminated. It is further the case of the Resolution

Professional that in view of this express stipulation, the Agreement was not

amenable to unilateral termination and, in any event, cannot be terminated even

by mutual consent, particularly in light of the vested interests of third-party

homebuyers, whose rights have subsisted since 2010 and are recognized under

law. The inclusion of the said clause appears to have been intended to safeguard

the interests of prospective homebuyers in the project. The relevant clause of the

Agreement is reproduced below:

"That, this agreement cannot be terminated or transferred under any

circumstances."

We find merit in the submissions of the Resolution Professional and tend

to agree with the same.

44. We note that the application under Section 7 was initiated at the behest of

the long-waiting homebuyers, whose legitimate expectation is to receive fully

constructed homes without being subjected to any additional financial burden or

escalation in cost by the Successful Resolution Applicant. Homebuyers constitute

a protected class under the insolvency framework, and their rights and interests

cannot be compromised or defeated.

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Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

45. We are of the opinion that from circumstances, it appears that the

termination was affected only when the Appellant became aware of the pending

CIRP and then only the termination notice dated 06.08.2024 was issued i.e.,

barely two months prior to the commencement of the CIRP on 16.10.2024, as

ordered by the Adjudicating Authority. In view of these facts, we find that when

the Appellants knew the impending commencement of CIRP, then only the

Appellants chose to unilaterally rescind the contract, after five years after the

expiry of the stipulated time. This does not find favours for the Appellants and

we do not find merit in the arguments of the Appellants on this ground.

46. We have noted that all information of the whole project was already

available in the public domain on the RERA website public portal under

Registration No. p-ind-17-1023 and details pertaining to the permissions and

approvals obtained from all competent authorities, including sanctions and

requisitions granted for the project, were duly uploaded, including approvals

issued by the various authorities, which expressly reflect inclusion of the subject

property within the project. We have been informed by Respondent No. 1 that the

complete list of agreements executed in respect of the project, as well as the entire

list of allotments made therein, were already uploaded and accessible on the said

public portal. Thus, the plea of lack of knowledge taken by the Appellants is

untenable in light of the material available in the public domain.

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Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

47. The Resolution Professional submitted that the Appellants, having

contributed the subject land under a development arrangement for execution and

sale of the project, fall within the definition of a "Promoter" under Section 2(zk)

of the RERA Act, 2016. As promoters, they are under a statutory obligation to

honor the commitments made to the allottees and cannot seek relief that is

inconsistent with their obligations under RERA.

Further, Section 14 of the RERA Act prohibits any alteration to the

sanctioned plans, layouts or project specifications without the consent of at least

two-thirds of the allottees. In the present case, no such consent has been obtained

from the 77 allottees; on the contrary, the proposed course of action is opposed

by them.

48. We agree that in these circumstances, the Appellants cannot seek to carve

out or isolate the subject land from the composite project. Such a course would

not only defeat the statutory rights of the allottees but would also be contrary to

the settled legal position that the development rights in the project constitute

assets of the Corporate Debtor, as recognized by the Hon'ble Supreme Court in

Victory Iron Works Ltd. v. Jitendra Lohia & Anr. [2023 SCC OnLine SC 260]

and Gujarat Urja Vikas Nigam Ltd. (Supra).

49. We observe that the Appellants allowed the project to proceed well beyond

the stipulated period, including statutory approvals and substantial construction

Page 26 of 32 Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

was undertaken and most importantly third-party rights of homebuyers were

created and therefore, the termination invoked by the Appellants at much later

stage, just prior to commencement of the CIRP can't be allowed to derail the

resolution of the Corporate Debtor by Respondent No. 3 as SRA.

50. It is the case of the Appellants that the subject property bearing Khasara

No. 388/2/17 admeasuring0.112 hectares was not part of the larger project namely

the Lush by Pushpratna and therefore no rights of homebuyers were created in

respect of the said land. However, we have noted that the subject land was

included in the sanctioned layout of the Lush by Pushpratna and the entire project

was marketed to homebuyers as a single integrated project. No one can deny that

the homebuyers applied for allotments on the legitimate expectation that the

project was a composite and unified real estate project including the subject land

of the Appellants in the approved layout plan of the Lush by Pushpratna and

formed part of the composite project as approved by various authorities. The

homebuyers acquired rights in property of the Corporate Debtor for consideration

and therefore in terms of Code, after the amendment recognising allottees under

real estate projects as financial creditors as a class, such homebuyers stand as

financial creditors of the Corporate Debtor. We take into consideration that the

Hon'ble Supreme Court, in Pioneer Urban Land and Infrastructure Ltd. v. Union

of India case, recognised that amounts raised from allottees under real estate

Page 27 of 32 Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

projects have the commercial effect of borrowing and that homebuyers are

entitled to protection under the insolvency framework.

51. It is undisputed fact that the Agreement between the Corporate Debtor and

the Appellants is a registered instrument. Prima facie, therefore, the agreement

could be validly cancelled only through a duly executed bilateral deed upon

payment of the requisite stamp duty and after obtaining the consent of the

requisite majority of allottees, as mandated under RERA. Consequently, the

Agreement could not have been terminated or cancelled by a mere unilateral

communication addressed by the Appellants to the now Suspended Management

at the stage when the Section 7 application was pending admission. In the present

case, the third-party rights in the favour of Homebuyers have crystallised. In

catena of judgments by the Hon'ble Supreme Court of India as well as this

Appellate Tribunal, has protected the rights of homebuyers as a class. In this case

also the right of the homebuyers has been created and if the termination of the

Agreement is allowed, at this stage and if the subject land is excluded from the

entire project, the rights of homebuyers, who have invested their savings, would

be severely prejudiced. The Code is required to maximise value of assets of the

Corporate Debtor while protecting rights of all stakeholders including

homebuyers and the Appellants too.

52. We also consciously note that the Corporate Debtor is developing a single

integrated township project, namely "Lush by Pushparatna", comprising multiple

Page 28 of 32 Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

land parcels contributed by various landowners, including the Appellants' as well

as lands acquired by the Corporate Debtor. The subject land forms an inseparable

part of the sanctioned layout, and all statutory approvals, including those granted

by the Municipal Corporation, Town and Country Planning authorities, and under

RERA, have been obtained for the project as an integrated whole. The entire

project, including its towers, common amenities, parking, EWS housing, gardens,

internal roads, open spaces and other infrastructure, has been planned, financed

and approved on the basis of this composite layout, with homebuyers investing

on the legitimate expectation of completion of the integrated development. In

these circumstances, once statutory approvals have been granted and third-party

rights have crystallized, no individual land parcel can be segregated without

fundamentally impairing the sanctioned project, frustrating the implementation

of the approved Resolution Plan, and causing irreparable prejudice to the

homebuyers and other stakeholders. Thus, we cannot find any merits in the

Appellants' attempt to isolate the subject land.

53. It is very pertinent here to note that one similar intervener/land owner of

the same Lush by Pushparatna, who had entered into an MOU with Corporate

Debtor for development of subject land, had challenged the admission order dated

16/10/2024 passed in CP(IB) 26 of 2024 before this Appellate Tribunal, wherein

this Appellate Tribunal has made the following observations in reference to the

home buyers:

Page 29 of 32

Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

"24...... The rights of the home buyers cannot be sacrificed on account of inter se dispute between the shareholders. We are of the considered view that the home-buyers have every right to safeguard their interest and were justified in taking steps permissible under the statutory construct of the IBC to seek redressal of their grievance by seeking initiation of the CIRP of the Corporate Debtor....

(Emphasis supplied)

54. Thus, this Appellate Tribunal has already upheld and protected the rights

of the homebuyers in this very case, albeit in other approval and therefore the

home buyers cannot be sacrificed on account of inter se dispute between the

Appellants as land owner, and the Corporate Debtor Therefore, the homebuyers

have all rights to safeguard their interest. Having, noted that rights of homebuyers

have been created in respect of the subject land forming part of the Lush by

Pushpratna, and such rights warrant protection, we find alleged termination of the

Development agreement, if allowed in favour of the Appellants at this stage of

CIRP, when Resolution Plan has been approved by the CoC and by the

Adjudicating Authority, will further worsen the condition of Homebuyers waiting

for a long time to have the possession of their respective Flats.

55. As discussed earlier, the conduct of the Appellants in permitting the project

to proceed for nearly a decade, allowing statutory approvals to be obtained,

permitting construction of towers and not invoking the termination clause at the

Page 30 of 32 Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

appropriate stage, indicates that the right to terminate stood waived by

acquiescence and conduct by the Appellants. Thus, the termination of the

Development-cum-Collaboration Agreement dated 29.10.2010, allegedly

effected by notice dated 06.08.2024, is not found to be valid in law and cannot be

permitted to defeat the CIRP or the rights of the homebuyers.

56. Incidentally, the appeals were heard and reserved for judgement on

03.06.2026, granting two weeks' time for submitting written submissions vide

our order dated 03.06.2026. The order reads as under:-

We are constrained to record that till 10.07.2026, no written submissions

have been submitted by either of the Parties, except by Mr. Hasti Mal Kachhara,

the Resolution Professional of Pushp Ratna Realty Private Limited, who took

permission to file their written submission while mentioning their matter on

28.06.2029 and the same was filed on 29.06.2026. We have decided the appeals

based on the record available with us. In any case, written submissions perhaps

would have only given same/similar details, as such no prejudice would have

been caused to either of the parties.

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Company Appeal (AT) (Ins) No. 938 of 2026 & Company Appeal (AT) (Ins) No. 939 of 2026

57. In view of above detailed discussions, we do not find any merits in the

appeals. The Appeals fail and stand rejected. No order as to the cost. Pending,

I.A. if any, stand closed.

[Justice Yogesh Khanna] Member (Judicial)

[Naresh Salecha] Member (Technical) Sim

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