M/S Maximal Infrastructure Pvt. Ltd vs Ganga Ram Agarwal Resolution ...

NATIONAL COMPANY LAW APPELLATE TRIBUNAL, PRINCIPAL BENCH, NEW DELHI Company Appeal (AT) (Ins) No. 987 & 988 of 2025 & I.A. No. 4846 of 2025, 749, 750 of 2026 (Arising out of Order dated 05.06.2025 passed by the Adjudicating Authority (National Company Law Tribunal), New Delhi Bench (Court-V) in I.A.2729/2021 & IA 5134/2020 in Company Petition No.(IB)-755/PB/2018)

IN THE MATTER OF:

Maximal Infrastructure Pvt. Ltd. ...Appellant

Versus

Ganga Ram Agarwal, RP ...Respondent

Present:

For Appellant : Mr. Abhijeet Sinha Sr. Advocate with Mr. Nitesh Jain, Ms. Priyadarshani Dewan, Ms. Shankari Mishra, Mr. Deepak Kumar and Ms. Niti Khanna, Ms. Niti Khanna, Ms. Parul Khurana and Ms. Apurva, Advocates For Respondents : Mr. Vaibhav Gaggar, Sr. Advocate with Mr. Amar Vivek, Mr. Aditya Gauri, Ms. Damini Srestha Johri, Mr. Anant Jain, Mr. Aryan Chhabra, Mr. Akash Kumar, Advocates for RP. Mr. Abhimanyu Bhandari, Sr. Advocate with Ms. Nattasha Garg, Mr. Anubhav Dubey and Mr. Thakur Ankit Singh, Advocates for Intervenors/ Homebuyers. Mr. Sanjiv Sen, Sr. Advocate with Mr. Prahalad Balaji. Ms. J. Sing, Ms. Simran Gupta, Advocates for Parela.

JUDGMENT

ASHOK BHUSHAN, J.

These two Appeals have been filed challenging the order dated

05.06.2025 passed by National Company Law Tribunal, New Delhi Bench

(Court-V) in IA No.2729/2021 (filed by the Appellant) & IA No.5134/2020

(filed by the Resolution Professional) in Company Petition No.(IB)-

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 1 755/PB/2018. By the impugned order the Adjudicating Authority has

disposed of both the IAs. Aggrieved by which order, these two Appeals

have been filed.

2. Brief facts of the case necessary to be noticed for deciding the

Appeal are:

(i) M/s Triveni Ferrous Infrastructure (P) Ltd. (Predecessor of the

Appellant - M/s Maximal Infrastructure Pvt. Ltd.) obtained

license No.34 of 2007 for setting up a group housing colony.

Two other license Nos.35 and 36 of 2007 were granted to

Mr. Sumit S/o H.C. Mittal and M/s Triveni Ferrous

Infrastructure (P) Ltd., M/s Ferrous Alloy Forgings (P) Ltd. for

developing a group housing at Village-Tikkawali, District

Faridabad. Total land covered by the three licenses was

48.038 acres.

(ii) On 15.01.2008, M/s Triveni Ferrous Infrastructure (P) Ltd.

and other owners of the land executed a Development

Agreement dated 15.01.2008 in favour of M/s PAL

Infrastructure & Developer Pvt. Ltd. for an area measuring

7.2431 acres situated in Sector-89, Faridabad. By

Development Agreement, owners granted, conveyed and

transferred to the Developer all their rights, titles interest in

the construction and sale of the part of the group housing

over land measuring 7.2431 acres situated in Sector-89,

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 2 Faridabad, which comprises of 797213.34 sq. ft of sanctioned

FSI. In pursuance of the above Development Agreement, the

owners executed an irrevocable Power of Attorney dated

20.03.2008 in favour of nominee of Developer.

(iii) The Developer in pursuance of development rights having

been granted executed 664 Builder Buyers Agreement

beginning from 07.06.2008 allotting different units. The

allottees made payment in pursuance to the Flat Buyers

Agreement to the Developer.

(iv) On 17.06.2009 a cancellation of General Power of Attorney

was issued by the owners, revoking the General Power of

Attorney dated 20.03.2008. On 17.06.2009, the Appellant

also claimed to have issued a letter to the Developer

intimating the termination of the Development Agreement

dated 15.01.2008 and offering to refund Rs.36.58 crores to

the Developer.

(v) Certain cheques, which were issued by the Developer in

pursuance of Development Agreement dated 15.01.2008 were

dishonoured, which led filing of complaint under Section 138

of Negotiable Instruments Act, 1881.

(vi) The owner consisted of two groups namely - Seth Group and

Mittal Group. Certain inter-se dispute arose between the

Seth Group and Mittal Group, which led to filing of criminal

cases. A Writ Petition (Criminal) No. 5 of 2015 - Ashish Seth

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 3 vs. Govt. of NCT of Delhi & Ors. was filed in the Supreme

Court of India. The Hon'ble Supreme Court of India in the

said Writ Petition issued a direction referring the matter to

mediation (Mr. Justice R.V. Raveendran, formerly a Judge of

the Supreme Court). Both the parties appeared before the

Mediator and a Memorandum of Settlement dated 04.05.2015

was signed by both the parties, which was placed before the

Hon'ble Supreme Court in the Writ Petition. It was agreed

between the parties that license fee to Directorate of Town

and Country Planning ("DTCP") for renewal of license No.34,

35 and 36 shall be shared. The agreed terms between the

parties also noticed that licensee have granted development

rights to five companies, which also included M/s PAL

Infrastructure & Developer Pvt. Ltd. Certain clauses also

dealt with bifurcation of land.

(vii) On an application filed by the Financial Creditor S.C.S.L

Buildwell Pvt. Ltd. proceedings under Section 7 were initiated

against the CD - M/s PAL Infrastructure & Developer Pvt.

Ltd. by an order dated 05.09.2019.

(viii) Under the orders of the Supreme Court India dated

05.05.2015, Haryana RERA passed various orders with

regard to bifurcation of license, including order dated

01.10.2019.

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 4

(ix) With regard to bifurcation of license, proceedings were also

initiated before the DTCP. The Appellant as well as other

parties appeared before the DTCP. The DTCP noticed in

various orders that licensee has transferred development

rights to five Developer Companies. Proceedings were also

taken before the DTCP for transfer of beneficial rights under

the bifurcated license. Beneficial rights were transferred to

two Companies heritage and Ors. Beneficial rights were not

transferred in favour of M/s PAL Infrastructure & Developer

Pvt. Ltd., since it was under liquidation (insolvency resolution

process), which was noted by DTCP. We shall notice the

details of order passed by HRERA and DTCP subsequently.

Contempt Applications were also filed before the Supreme

Court arising out of order dated 05.05.2015 by both the

Groups against each other, in which contempt proceedings,

orders were passed by the Supreme Court on 24.04.2020 and

09.10.2020. Details of which we shall notice hereinafter.

(x) The Resolution Professional ("RP") wrote a letter dated

24.08.2020 to the owners informing them to file claim in the

Corporate Insolvency Resolution Process ("CIRP") of the CD.

In reply to the letter dated 24.08.2020, the Appellant wrote to

the RP that Appellant has terminated the Agreement dated

15.01.2008 in question by its letter dated 17.06.2009 and

has taken back the physical possession.

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 5

(xi) The RP in the information memorandum has shown the said

land and project in question as the assets of the CD and has

issued invitation of Expression of Interest ("EoI").

(xii) An IA No.5134 of 2020 was filed by the RP where various

reliefs were prayed for, including the direction to the owners

to remove their unauthorized control over the said land. The

Appellant filed a reply to the said IA. The Adjudicating

Authority vide its order dated 15.12.2020 directed the RP not

to proceed with the Resolution Plan, until orders passed in

the application filed by the RP and other Applicants.

(xiii) On 21.06.2021, the Appellant filed an application - IA

No.2729 of 2021 praying direction to RP to exclude the

project and property of the Appellant from CIRP of the CD

and to delete the Appellant's property from the invitation of

EoI and to recall EoI. The application was opposed by the RP

by filing a detailed reply.

(xiv) On 09/10.12.2021 the DTCP did not accept the request for

assignment of beneficial rights in favour of CD. The RP filed

an Appeal, which was rejected.

(xv) The Appellant during the currency of the CIRP, transferred

development rights in the project in favour of a Company -

Parcela Real Estate Pvt. Ltd. ("Parcela"). An application was

filed by the Appellant and the Parcela before the DTCP for

change of beneficial interest over a part of license for an area

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 6 measuring 7.2431 acres in favour of Parcela, which was

allowed by DTCP vide order dated 16.11.2023. The RP filed a

Writ Petition Civil No.12811 of 2024 against the order dated

14.07.2023 passed by Additional Chief Secretary and a Writ

Petition Civil No. 12865 of 2024 against the order dated

16.11.2023 passed by DTCP, which Writ Petitions were

dismissed as withdrawn on 03.07.2024 as the RP informed

the Court that he has already sought the same relief, which is

pending before the NCLT and sought permission to withdraw,

which was allowed on 03.07.2024.

(xvi) The Adjudicating Authority passed an order on 25.04.2024

directing the partis to file affidavit regarding construction on

the project land. In pursuance of the order of Adjudicating

Authority, affidavits were filed by the RP, giving details of the

construction, whereas an affidavit was filed by the Appellant

stating that no construction has taken place on the project

after cancellation of the Development Agreement.

(xvii) The Adjudicating Authority heard the parties and by the

impugned order disposed of the applications. The

Adjudicating Authority did not grant the relief to the

Appellant to exclude the project land from the assets of the

CD and upheld the decision of the RP to include the assets in

the information memorandum. The Appellant was also

permitted to file its claim before the RP, if any. Both the

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 7 applications were disposed of accordingly. Aggrieved by

which order, these Appeals have been filed.

3. In the Appeal, IA Nos.4311 and 4312 of 2025 have been filed by

PAL Garden Allottee Welfare Association claiming to be homebuyers and

allottees of the project, seeking various reliefs. The Applicant claims to be

impacted by the prayer made by the Appellant to exclude the project from

the CIRP of the CD. A reply has been filed by the Appellant to the

application, to which a rejoinder has also been filed.

4. IA Nos.749 and 750 of 2026 have been filed by Parcela Real Estate

Pvt. Ltd. seeking intervention in the Appel and also praying to set aside

the impugned order passed by the NCLT. The Applicant claimed that it

had purchased the marketing and development rights in the subject land

on 26.11.2022 from the Appellant. The Applicant has also been granted

change of beneficial interest by the DTCP Haryana on 16.11.2023, which

was also challenged by the PAL Garden Allottee Welfare Association by

filing IA No.1379 of 2024 before the Adjudicating Authority, which

application is still pending. The RP has also challenged the memo dated

16.11.2023 by filing an IA No.2764 of 2024, which IA is also pending.

The RP has challenged the transfer of beneficial rights in favour of Parcela

before the High Court of Punjab and Haryana, which Writ Petition was

dismissed as withdrawn on 03.07.2024.

5. We have heard Shri Abhijeet Sinha, learned Senior Counsel

appearing for the Appellant; Shri Vaibhav Gaggar, learned Counsel

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 8 appearing for the RP; Shri Ahbimanyu Bhandari, learned Senior Counsel

appearing on behalf of Pal Garden Allottee Welfare Association (Intervenor

in the Appeal); and Shri Sanjiv Sen, learned Senior Counsel appearing for

Parcela Real Estate Pvt. Ltd., who has filed IA Nos.749 and 750 of 2026.

6. Learned Senior Counsel for the Appellant challenging the impugned

order submits that Adjudicating Authority had no jurisdiction to

adjudicate on the question of development rights claimed by the CD. The

development rights granted to CD vide Agreement dated 15.01.2008 was

terminated as per the terms of the Agreement dated 15.01.2008. The

Development Agreement was terminated by letter dated 17.06.2009. The

development rights given to the CD having been terminated much before

the initiation of CIRP, the Adjudicating Authority could not have

adjudicated on the issue of claim of development rights of the CD. The

development rights could not have been the assets of the CD, it being no

more in existence on the date when CIRP commenced against the CD. It

is submitted that the Development Agreement dated 15.01.2008 with the

CD got automatically terminated as per Clause 5.2 of the Development

Agreement, which was intimated to the CD vide letter dated 17.06.2009.

The Agreement itself provided that in case of dishonour of cheques given

for consideration, the Agreement shall automatically terminated and 10%

of the total contractual amount shall be forfeited and balance shall be

refunded within a period of one year. In the letter dated 17.06.2009

written to the CD, it was mentioned that the CD should collect the cheque

from the owners. The Directors of the CD being absconding, the amount

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 9 received towards consideration, could not have been paid to the CD. It is

submitted that the factum of termination by letter dated 17.06.2009 is

not in dispute. The RP never disputed the termination of Agreement. In

the reply filed by the Appellant to IA filed by the RP, it was pleaded that

Development Agreement was terminated. The PAL Garden Allottee

Welfare Association wrote a letter dated 18.04.2016 to the DTCP, where

the termination of the Development Agreement and Power of Attorney was

also mentioned. In the several orders passed by DTCP, termination of

Development Agreement has been noticed. Reference has been made to

the order dated 22.11.2022 passed by DTCP. It is further pleaded that an

Appeal was filed by the RP against the said order, which also dismissed

by the Appellate Authority. The Hon'ble Supreme Court in its order dated

05.05.2015 passed in Writ Petition (Criminal) No.5 of 2015 has also

noticed the termination dated 17.06.2009. It is submitted that

requirement of refund under Clause 5.2 is not a condition precedent to

termination. An Agreement shall be automatically terminated as per

Clauses in the Agreement. Non-refund of the amount could only entitle

the CD to seek remedy of recovery from the Appellant. The Appellant has

already offered the amount in 2009 to the CD, which was not taken. No

construction was carried out by the CD after 17.06.2009. The affidavit

filed by the RP before the Adjudicating Authority, replying on certain

material is insufficient. An affidavit was filed by the Appellant on

19.07.2024 stating that after termination of Agreement no construction

took place. The Adjudicating Authority had no jurisdiction to adjudicate

and come to a finding regarding construction. Before the Haryana RERA,

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 10 the Appellant had stated that Development Agreement in favour of the CD

was cancelled in 2009. The allottees/Association of CD had approached

the DTCP for transferring the beneficial rights in their favour vide letter

dated 18.04.2016. The Adjudicating Authority had no jurisdiction to

adjudicate contractual disputes between the parties. The impugned order

exceeded the jurisdiction of the Adjudicating Authority. The Appellant

after cancellation of the Development Agreement in favour of the CD has

transferred the development rights to Parcela in the year 2022 and DTCP

has also granted the beneficial rights in favour of Parcela by order dated

16.11.2023. Reliance of RP on the orders passed by the Hon'ble Supreme

Court in Writ Petition No.04 of 2015 and the contempt proceedings, are

not relevant. The CD was never party to the proceeding before the

Supreme Court. The properties and assets, which are not part of the CD,

cannot be made subject to the CIRP. The Adjudicating Authority

committed error in rejecting the application filed by the Appellant for

excluding the assets from the CIRP of the CD.

7. Learned Counsel appearing for the RP refuting the submissions of

the Appellant submits that development rights were with the CD on the

date of commencement of the CIRP. As per the Development Agreement,

the CD had made a payment of Rs.39,59,02,029/- and Rs.2,18,00,000/-

to the owners. Under the Development Agreement, it was the obligation of

the owners to refund the amount received after forfeiting 10% of the

amount within one year. The Agreement having not been complied by the

Appellant, it is not open for the Appellant to contend that development

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 11 rights in favour of the CD has been lost. It is submitted that the letter

dated 17.06.2009 never saw the light of the day and for the first time it

was filed before the Adjudicating Authority along with an affidavit of the

Appellant dated 17.09.2024. The letter dated 17.06.2009 was never

produced by the Appellant prior to the said date either in the CIRP or

before any other proceedings. The letter dated 17.06.2009 was never

served on Corporate Debtor. Right from 2009 till commencement of CIRP

no communication was sent by Appellant, Corporate Debtor even claiming

termination of Development Agreement. Before the DTCP, the Appellant

had appeared and admitted that the Appellant does not possess any

development rights and the same has been transferred to five Companies,

which included the CD. The said submission was made by the Appellant

both before the Haryana RERA and DTCP in the year 2009. It is

submitted that in the order passed by the Hon'ble Supreme Court dated

05.05.2015 in Writ Petition (Criminal) No.5 of 2015, the development

rights in favour of the CD was noticed. The Hon'ble Supreme Court held

that the Appellant Group was entitled to cancellation of respective

Agreements and Power of Attorney against the CD, ORS and Heritage, if

any default is committed, which clearly indicate that Development

Agreement was recognized in favour of the CD, even by the Supreme

Court. Order of the Supreme Court also noticed the submission of the

Seth Group that GPA executed in favour of CD has been cancelled on

17.06.2009, which cannot be read as any claim of termination of

Development Agreement. Before the DTCP, the Appellant took the stand

that development rights have been given to five Companies. The Haryana

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 12 RERA took the view that the license Nos.34, 35 and 36 are required to be

divided among developer Companies. The beneficial interest in the license

could not be transferred in favour of the CD by the DTCP, since the CD

was in CIRP and has not deposited fee, which shall not affect the

development right possessed by the CD. The Writ Petition filed by the RP

before the Punjab and Haryana High Court was withdrawn on 03.07.2024

informing the Court that CIRP is pending before the NCLT and RP shall

take remedy before NCLT. Withdrawal of the Writ Petition by Punjab and

Haryana High Court on 03.07.2024 has no effect on the rights of the CD.

With respect to rights granted by the DTCP in favour of Heritage and M/s.

ORS, the Appellant has filed a Writ Petition before the High Court of

Punjab and Haryana, challenging the said order, which Writ Petition has

been dismissed. The CD has carried on with the construction. The CD

after having received the Development Agreement has entered into Builder

Buyers Agreement with 664 allottees and has received substantial

amount. The CD has also carried out construction in the project land

even after alleged termination of Development Agreement dated

17.06.2009. An affidavit was filed by the RP before the Adjudicating

Authority referring to relevant materials to prove that construction was

continued by the CD and 70% of the construction is complete. The

Appellant having admitted the development rights in favour of the CD

before Haryana RERA and DTCP, it cannot now claim that development

rights were not continued in favour of the CD. After CIRP having

commenced, the rights of the CD have to be determined in the CIRP and

Adjudicating Authority had every jurisdiction to consider the application

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 13 filed by the RP. The application filed by the Appellant for excluding the

assets from CIRP of the CD has rightly been rejected. Transfer of

development rights in favour of Parcella in the year 2022 by Appellant is

void and without jurisdiction.

8. Learned Senior Counsel appearing for PAL Garden Allottee Welfare

Association submits that the CD has allotted various units to 664

allottees. The allottees have invested their lifelong savings in the project

and are waiting for their homes from 2009. Several complaints were filed

before the DTCP and Writ Petitions were also filed by the allottees. It is

submitted that in view of the order of the Hon'ble Supreme Court dated

05.05.2015, it is the Mittal Group, i.e. the Appellant in whose share the

land in which development rights given to the CD had come and Mittal

Group before the Hon'ble Supreme Court has never claimed that

development rights of the CD has been cancelled. Under the orders of

Haryana RERA, the DTCP has bifurcated the license in favour of five

Companies, who were given development rights. The letter which is

claimed by the Appellant to be given by Allottees Association in 2016 to

DTCP, is not correct, as the Allottees Association has been registered only

in 2019, hence alleged termination dated 17.06.2009 was never acted

upon. The Adjudicating Authority has noticed that 70% of the

construction is already complete and the parties have not acted upon

termination of Development Agreement. For the first time in its affidavit

dated 19.07.2024, the Appellant came with the case that it found the

letter dated 17.06.2009 from the old records, which letter for the first time

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 14 was brought on the record. The Allottees, who have paid substantial

amount to the CD, cannot be left high and dry. The Appellant during the

CIRP has transferred the development rights in favour of a Company -

Parcela, which is void and without jurisdiction. When the application filed

by the Appellant, i.e. IA No.2729 of 2021 claiming to exclude the assets

from the assets of the CD was pending, the Appellant had no authority to

transfer development rights to another Company. Transfer of

development rights in favour of Parcela by subsequent action is void and

non-est. The Appellant - Mittal Group has been found to violate the order

of the Hon'ble Supreme Court in contempt proceedings and Punjab and

Haryana High Court has also made adverse observations against the

Appellant in its judgment in the Writ Petition filed by the Appellant

challenging the transfer of beneficial rights in favour of Heritage and ORS.

9. Shri Sanjiv Sen, learned Senior Counsel appearing for Parcela

supported the submissions of the Appellant and submits that the

Appellant has transferred the development rights in favour of the Parcela

on 26.11.2022 and Special Power of Attorney has also been executed in

favour of Parcela on 30.11.2022. The DTCP has also accepted the change

of beneficial interest in favour of Parcela by letter dated 16.11.2023. The

order passed by Adjudicating Authority dated 05.06.2025 needs to be set

aside.

10. We have considered the submissions of learned Counsel for the

parties and have perused the records.

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 15

11. From the submissions made by learned Counsel for the parties and

materials on record, following are the issues, which arise for

consideration in these Appeals:

(I) Whether the development rights in the subject land given to

the CD by owners (Appellant herein) were terminated vide

letter dated 17.06.2009, as claimed by the Appellant?

(II) Whether in the proceeding before the Hon'ble Supreme Court

in Writ Petition (Criminal) No.5 of 2015, between Seth Group

and Mittal Group, the termination of development rights in

favour of the PAL Infrastructure Developers Pvt. Ltd. was

brought to notice of the Hon'ble Supreme Court and whether

the order of the Hon'ble Supreme Court notices the CD, as to

whom development rights were transferred?

(III) Whether the Appellant before the Haryana RERA and DTCP

has pleaded continuance of development right in favour of the

CD till the year 2019, before initiation of CIRP against the

CD?

(IV) Whether letter dated 17.06.2009, even if issued by

predecessor of the Appellant, as claimed by the Appellant was

given effect to?

(V) Whether the Adjudicating Authority had any jurisdiction to

consider and decide the question of development rights as

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 16 claimed by the CD in subject when the Appellant has claimed

that development rights stood cancelled on 17.06.2009, i.e.

much before initiation of CIRP?

(VI) Whether Adjudicating Authority committed error in not

accepting the prayer of Appellant in IA No.2729 of 2021 to

exclude the project and Appellant's property from CIRP of the

CD?

(VII) Whether the Appellant has any right to transfer the

development rights in the subject land measuring 7.2431

acres to Parcela on 26.11.2022, during the pendency of the

CIRP and what is the effect and consequence of such transfer

of development rights?

12. Before we proceed to consider the issues as noted above, we need to

recapitulate certain relevant facts as noted above. The present Appeal has

been filed by Maximal Infrastructure Pvt. Ltd. formerly known as M/s.

Triveni Ferrous Infrastructure Pvt. Ltd. M/s. Triveni Ferrous

Infrastructure Pvt. Ltd. was Infrastructure Company in which two groups

namely-- Seth Group and Mittal Group and certain other companies

floated by both the groups. Seth Group consisting of Mr. Surrender Seth,

Mr. Ashish Seth, M/s. Ferrous Forging Ltd., M/s. Ferrous Alloys Forging

Pvt. Ltd., M/s. Ferrous Township Pvt. Ltd. and M/s. Ferrous

Infrastructure Pvt. Ltd. and Mittal Group consisting of Mr. Sumit Mittal

and Mr. Madhur Mittal. M/s. Triveni Ferrous Infrastructure Pvt. Ltd. was

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 17 Real Estate Infrastructure Company floated by both the above groups.

M/s. Triveni Ferrous Infrastructure Pvt. Ltd. acquired 48.05 acres of land

in Sector 89 Faridabad. Both the Groups with respect to land of 48.05

acres situated at Sector 89 Faridabad (Village Tikkawali, District

Faridabad) had applied for Licenses to Directorate of Town and Country

Planning, Government of Haryana and license Nos. 34 of 2007, 35 of 2007

and 36 of 2007 dated 23.01.2007 was issued by Directorate of Town and

Country Planning, Government of Haryana. License 34 of 2007 was

granted in favour of M/s. Triveni Ferrous Infrastructure Pvt. Ltd. with

respect to land measuring 36.75 acres in Village Tikkawali for developing

a residential group housing colony under the provisions of the Haryana

Development and Regulation of Urban Areas Act, 1975 and Rules framed

thereunder. License No.35 of 2007 was granted in favour of Mr. Sumit

Mittal son of Late Shri H.C Mittal for setting a group housing colony with

respect to land of 3 acres in Village Tikkawali. License No.36/2007 was

granted in favour of M/s. Ferrous Alloys Forgings Pvt. Ltd. for setting up

group housing colony at Village- Tikkawali on an area of 7.22 acres. After

acquiring the above license for developing a group housing colony, M/s.

Triveni Ferrous Infrastructure, M/s. Ferrous Alloy Forgings Pvt. Ltd. and

Mr. Sumit Mittal referred to as 'first party', 'second party' and 'third party'

entered into an agreement dated 15.01.2008 with M/s. Pal Infrastructure

& Developers Pvt. Ltd.- 'fourth party' for consideration as agreed in the

agreement. By Development Agreement, owners granted, conveyed and

transferred to the fourth party all their rights, titles interest in the

construction and sale of the part of the group housing over land

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 18 measuring 7.2431 acres situated in Sector-89, Faridabad, which

comprises of 797213.34 sq. ft. of sanctioned FSI and both the parties had

undertaken to develop and construct the said area in accordance with

sanctioned plan. Approval and license is subject to terms and conditions.

Total consideration was fixed as Rs.51,89,52,703/-. Out of the total

consideration, Rs.39,59,02,029/- was earlier paid and amount of

Rs.2,18,00,000/- was paid along with execution of the agreement.

Balance amount Rs.10,12,80,674/- remain to be paid which was to be

paid in six instalments by six post-dated cheques. Paragraph 5.1 deals

with consideration which is as follows:

"5.1 That the consideration agrood to be paid in this Agreement shall be paid in the following manner:

i) Rs.39,59,02,029/- (Thirty Nine Crores Pifty Nine Lakhs Two Thousand Twenty Nine only) has been paid till date as per annexure enclosed.

ii) Rs. 2,18,00,000/- (Rupees Two Crores Eighteen Lakhs only) are being paid along with the execu- tion of this Agreement.

iii) The balance consideration of Rs. 10,12,80,674 shall be paid by the fourth party to the first party in 6 installments of as detailed below:

S. No. Chq. No. Dated Amount(Rs.)

1 001302 15-01-08 66,470

2 001303 23-01-08 16,869,034

3 001304 23-07-08 16,869,034

4 001305 23-01-09 16,869,034

5 001306 23-07-09 16,869,034

6 001307 23-01-10 16,869,034

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 19 7 001308 23-07-10 16,869,034

Drawn on Yes Bank Ltd., Sikander Pur, Gurgaon

Total 101,280,674

iv) That for the payment of the above said balance

consideration of Rs. 10,12,80,674/- the fourth party has issued 6 post dated cheques as per the details stated above. The fourth party has repre-

sented that these cheques shall ineet encashment on presentation."

13. Clause 5.2 further provides that in case any of the post-dated

cheques are dishonoured, the agreement shall automatically stand

terminated and under such circumstances 10% of the total contractual

amount shall be forfeited and balance amount will be refunded by the

first party without any interest to the fourth party within a period of one

year from the date of such termination. Clause 5.2 is as follows:-

"5.2. That the parties have further agreed that in case any of the post dated cheques, being handed over by the fourth party to the first party as stated herein above, are dishonoured for any reason whatsoever then upon such dishonour the present Agreement shall automatically stand terminated and under such circumstances 10% of the total contractual amount shall be forfeited and balance amount will be refunded by the First Party without any interest to the

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 20 FOURTH PARTY with in a period of one year from the date of such termination."

14. It is on the record that certain cheques given by the Corporate

Debtor for balance consideration were dishonoured and the proceedings

under Section 138 of the Negotiable Instrument Act were initiated against

the Corporate Debtor in the Court of Magistrate. A Power of Attorney was

also executed in favour of nominee of the Corporate Debtor by the owners

dated 20.03.2008 which was registered PoA which PoA was given both by

M/s. Triveni Ferrous Infrastructure Pvt. Ltd. and M/s. Ferrous Alloys

Forgings Pvt. Ltd. Power of Attorney came to be cancelled by Cancellation

Deed of General Power of Attorney dated 17.06.2009. We have noticed

above that disputes between two groups Seth Group and Mittal Group

arose thereafter and Company Petition as well as criminal proceedings

were initiated. Writ Petition (Criminal) No.5 of 2015 was filed by Ashish

Seth in which proceeding Hon'ble Supreme Court appointed Justice R.V.

Raveendran, Former Judge of the Hon'ble Supreme Court as Mediator

and on the basis of Memorandum of Settlement dated 04.05.2015

between the parties an order dated 05.05.2015 was also passed by the

Hon'ble Supreme Court details of which we shall notice hereinafter. Apart

from proceeding before the Hon'ble Supreme Court, various proceedings

were initiated before the Haryana RERA as well as Directorate of Town

and Country Planning, Haryana which we shall also notice hereinafter.

The CIRP against the Corporate Debtor had commenced by order dated

05.09.2019 of the Adjudicating Authority in which proceeding Resolution

Professional has filed an IA No.5134 of 2020 and the Appellant has filed

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 21 an IA No.2729 of 2021 which were decided by the impugned order. We

also need to notice that Appellants before us are the company of Mittal

Group who has come to take place of the earlier company Triveni Ferrous

Infrastructure Pvt. Ltd.

Question Nos.(I) to (IV)

15. The above questions being inter-related are being taken together.

The central issue which has arisen between the two parties is with regard

to claim of the Appellant of termination of Development Agreement

granted in favour of the Corporate Debtor vide letter dated 17.06.2009 as

claimed by the Appellant. We have noticed the relevant clauses of the

agreement between the parties which provided that in event the cheques

given for balance consideration are dishonoured, agreement shall be

automatically terminated and the owner shall be liable to refund the

amount received after forfeiting the 10% within one year from

termination. Another limb of argument of the Appellant is that by letter

dated 17.06.2009 issued by the company Triveni Ferrous Infrastructure

(P) Ltd. to the Corporate Debtor the Development Agreement dated

15.01.2008 had been terminated.

16. We need to notice the letter dated 17.06.2009 as claimed by the

Appellant. It is relevant to notice that the said letter has been brought on

the record by the Appellant for the first time before the Adjudicating

Authority by means of an Affidavit dated 19.07.2024. Prior to filing of the

said letter before the Adjudicating Authority, the said letter was not filed

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 22 by the Appellant according to their own case in any earlier proceedings.

We have noticed above that the Appellant in reply to the notice given by

the Resolution Professional on 24.08.2020 and the reply to the Resolution

Professional's IA No.5134 of 2020 was filed in which reply also the alleged

letter dated 17.06.2009 was not produced. Appellant itself filed IA

No.2729 of 2021 on 01.06.2021 in which IA also the letter terminating the

Development Agreement was not brought on the record. For the first time,

the letter was brought on record by means of Affidavit which we need to

notice and the averments made in the Affidavit by which Appellant

brought letter on record along with Affidavit of one Hari Mohan Gupta. In

paragraph 8 of the Affidavit, it was pleaded on behalf of the Appellant that

the letter of termination was not traceable due to old documents and it is

only now it has been able to find the letter in the old files of the office. It is

useful to notice paragraph 8 of the letter which is as follows:-

"8. It is further submitted that it is always been the case of the applicant/Maximal before this Hon'ble Tribunal that the Maximal has sent a letter of termination of agreement to PAL and also offered return of money after deduction of 10% forfeiture of the total contractual amount, but the same was not traceable due to old document. But now, as the applicant/ deponent was going through the old files in the office pertinent to licence of DTCP, able to find the letter dated 17.06.2009 of M/s Triveni Ferrous Infrastructure Pvt. Ltd [now Maximal] to PAL/ CD, giving intimation of termination of agreement dated 15.01.2008 and POA dated 20.03.2008. The said letter dated 17.06.2009 also offer to return Rs.36,58,03,759/- to PAL post handing over the

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 23 original documents for destruction in terms of the Clause 5.3 of the cancelled Agreement.

The copy of the termination letter dated 17.06.2009 of M/s Triveni Ferrous Infrastructure Pvt. Ltd [now Maximal] to PAL/ CD, giving intimation of termination of agreement dated 15.01.2008 and POA dated 20.03.2008 is being annexed herewith as ANNEXURE A-3 (COLLY)."

17. Letter dated 17.06.2009 which was filed along with the Affidavit

reads as follows:-

"Date:17.06.09

To,

M/s PAL Infrastructure & Developers Private Limited. B-45, Shakti Apartments, Sector-9, Rohini, Delhi-110085

Kind att.: Mr. Rajesh Kumar/ Mr. Manav Chandra

Termination of agreement dated 15.01.08 and cancellation of Power of Attorney dated 20.03.08 of land measuring 7.2431 acers situated at sector 89 Faridabad under license no.34-36/2007

Sir,

1. M/s Triveni Ferrous Infrastructure Pvt. Ltd. along with Mr. Sumit Mittal and M/s Ferrous Alloys Forgings Pvt. Ltd. vide agreement dated 15.01.2008 agreed to transfer development rights in land measuring 7.2431 acers situated at sector 89 Faridabad, Haryana, in your favour subject to certain conditions as contemplated in the said agreement. Further, a registered power of attorney dated 20.03.08 was also executed by M/s Triveni Ferrous Infrastructure Pvt. Ltd. & M/s Ferrous Alloys Forgings Pvt. Ltd. in your favour in furtherance of the agreement dated 15.01.08.

2. The agreement dated 15.01.08 provides that for all intents and purposes the M/s Triveni Ferrous Infrastructure Pvt. Ltd. is the owner of the entire said land and Mr. Sumit Mittal & M/s Ferrous Alloys Forgings Pvt. Ltd. have no rights therein.

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 24

3. The clause 5.2 of the agreement dated 15.01.08 provides that in case any of the post-dated cheques, handed over by you to M/s Triveni Ferrous Infrastructure Pvt. Ltd. for payment of consideration under the agreement, got dishonoured for any reason whatsoever then upon such dishonour of cheque, the agreement dated 15.01.08 shall automatically stand terminated.

4. The post-dated cheques, handed over by you to M/s Triveni Ferrous Infrastructure Pvt. Ltd., under the agreement dated 15.01.08 got disnonoured on presentation.

5. Due to dishonour of post-dated cheques, the agreement dated 15.01.08 stand automatically terminated, in terms of clause 5.2 of the agreement.

6. In terms of the clause 5.3 of the agreement, you are under an obligation to hand over the original copies of the Agreement and Power of Attorney for destruction within 48 hours from such dishonour of cheque.

7. Today, the Power of Attorney dated 20.03.08 is also cancelled by the registered cancellation deed dated 17.06.09.

8. There has been no construction activity going on the site since long, and there is no guard or labour of yours at the site/ land. You have already abandoned the site. M/s Triveni Ferrous Infrastructure Pvt. Ltd. has already taken possession of the site and accordingly, has placed our guards and labour on the site. You are accordingly advised not to enter the site henceforth.

9. As the agreement dated 15.01.08 has already stand terminated automatically. leaving no right in your favour in the land and construction, we request you to hand over the original documents l.e. Agreement dated 15.01.2008 and already cancelled original GPA dated 20.03.2008. Post handing over of the original documents for destruction, please collect the Cheque of Rs.36,58,03,759/-after deduction of 10% forfeiture of the total contractual amount) from our office within 7 days from today.

Regards

Authorised Representative

M/s Triveni Ferrous infrastructure Pvt. Ltd."

18. The letter does not indicate as to what means it was sent and

served on the Corporate Debtor, however, at Page 214 of the paper book,

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 25 Appellant has also filed a receipt of a private courier dated 17.06.2021.

According to own case of the Appellant, the letter could be filed only in

2024 along with Affidavit dated 19.07.2024 of the Appellant prior to

which it was untraceable. As noted above, there has been various

proceedings including proceedings before the Hon'ble Supreme Court,

RERA Haryana and Directorate of Town and Country Planning, Haryana.

The proceedings which were before the initiation of CIRP are relevant to

look into for coming to conclusion as to whether development rights in

favour of the Corporate Debtor was terminated by the Appellant as

claimed by letter dated 17.06.2009. The first proceeding which took place

is the proceeding before the Hon'ble Supreme Court in Writ Petition

(Criminal) No.05 of 2015- "Ashish Seth vs. Government of NCT of Delhi &

Ors.". Copy of the judgment in the Writ Petition has been part of the

record. As noted above, disputes between Seth Group and Mittal Group

arose with regard to liability of payments which also included dispute

pertaining to the License Nos.34, 35 and 36 obtained by the owners for

group housing residential colony. The judgment of the Hon'ble Supreme

Court dated 05.05.2015 notices that the Hon'ble Supreme Court had

appointed Hon'ble Justice R.V. Raveendran, Former Judge of the Hon'ble

Supreme Court to mediate the dispute between the parties. Justice R.V.

Raveendran held various meetings between the parties and as

consequence of which parties entered into settlement dated 04.05.2015 to

settle all disputes between the parties including the issues with regard to

License Nos.34, 35 and 36 of 2007. It is relevant to notice that in the

Supreme Court proceeding, all issues and dispute between the parties

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 26 had surfaced including grant of development rights to the Corporate

Debtor. We need to notice certain relevant terms of Memorandum of

Settlement between the parties which have clear reflection on the

development rights which was granted to the Corporate Debtor. In

paragraph 1.2.1 of the MoS notices the liability of 59.05 Crores towards

Directorate of Town and Country Planning, Haryana in respect of License

Nos.34, 35 and 36 of 2007. Both the parties had undertaken to share the

liability. Clause 1.3 also require payment of license fee to the Directorate

of Town and Country Planning, Haryana as detailed therein. Paragraph 2

of the MoS mentioned that the amount to be paid by Seth Group towards

license fee also includes the liability of Seth Group and also on behalf of

M/s. Pal Infrastructure & Developer Pvt. Ltd., M/s. ORS Infrastructure

Pvt. Ltd. and M/s. Heritage Cottages Pvt. Ltd. Similarly, the said liability

will also be borne by the Mittal Group towards the above three companies.

Paragraph 2 of the MoS is as follows:-

"2. The amount to be paid by Seth Group towards License Fee under Clause 1.3 and the Bank Guarantee to be furnished by Seth Group towards IDW, under Clause 1.4 above, includes not only the liability of Seth Group in that behalf, but also that of M/s Pal Infrastructure & Developer Pvt. Ltd. (for short "Pal"), M/s ORS Infrastructure Pvt. Ltd. (for short "ORS") and M/s Heritage Cottages Pvt. Ltd. (for short "Heritage") to the extent of Rs.53,11,000/-(approx.) towards license fee liability and Rs.1,69,83,000/- (approx.) towards IDW Bank Guarantee amount. Mittal Group have also similarly borne part of the liability of Pal, ORS ORS and Heritage. As and when, Pal, ORS and Heritage, contribute

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 27 their share of the License Fee and furnish their Bank Guarantee for the IDW amount, the Seth Group and Mittal Group will be entitled to the refund of the excess License Fee paid by them and also for restriction of the IDW Bank Guarantee to the amounts actually due by them, by substituting/ replacing the Bank Guarantees of Seth Group and Mittal Group by the Bank Guarantees of Pal, ORS and Heritage. In the event of Pal, ORS and Heritage fail or neglect to pay the amounts due by them as aforesaid within 120 days from the date of deposit by the Seth Group, the Seth Group is authorized in its own name, to initiate appropriate legal proceedings against the defaulter/s, to the extent of the amount advanced by Seth Group along with interest, and/or in respect of Bank Guarantees so furnished, as stated herein before."

19. The above clause in which both the groups clearly undertook to pay

license liability on behalf of the Corporate Debtor also clearly indicate that

there was no case set up at that stage that development right in favour of

the Corporate Debtor has been terminated. There is one more clause i.e.

clause 15 of the MoS which entitles the TFIPL to termination and

cancellation of their agreements if the Corporate Debtor and other two

companies M/s. ORS Infrastructure Pvt. Ltd. and M/s. Heritage Cottages

Pvt. Ltd. failed to provide requisite information as required by DTCP,

Haryana and failed to pay their dues of TFIPL against their respective

agreements and to pay the dues of Mittal and Seth Groups as paid by

them on behalf of M/s. Pal Infrastructure & Developer Pvt. Ltd. and M/s.

Heritage Cottages Pvt. Ltd. Clause 15 of the MoS is as follows:-

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 28 "15. TFIPL is entitled in accordance with law to take all actions against PAL, ORS and Heritage including termination and cancelation of their respective Agreements to Sell and Power of Attorney in accordance with law, if they fail to provide requisite information to TFIPL, as required by DTCP, Haryana under license No. 34, 35 & 36 of 2007; pay the dues of TFIPL against their respective agreements; to pay the dues of Mittal Group and Seth Group as paid by them on behalf of PAL, ORS and Heritage under this Memorandum of Settlement for renewal of license."

20. The said clause clearly recognizes continuance of development

agreement with the Corporate Debtor, ORS and Heritage and right was

given to terminate those agreements if PAL, ORS and Heritage failed to

provide information and to pay the dues which are paid by Mittal and

Seth Groups on their behalf. The above clause leaves no room for doubt

that no case was set up by the Mittal and Seth Groups that development

agreement has been terminated. Had the development agreement was

terminated? There was no question of paying any amount to DTCP and

giving liberty to company to terminate the agreement.

21. MoS under heading (G) 'renewal of license' provided steps for

renewal of license nos.34, 35 and 36 of 2007. Clause 18 under heading

(G) required Mittal Group to submit an application for renewal and pay all

charges levelled and payable by PAL, ORS and Heritage for renewal of

license. Clause 18 is as follows:-

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 29 "18. On application made for renewal of license in terms of clause 17, Mittal Group will secure renewal of administrative license within 90 days. All and miscellaneous charges, compounding fee, penalties and other charges levied and payable by PAL, ORS and Heritage for renewal of license shall be paid by the Mittal Group. All such charges in respect of FIPL agreement shall be exclusively paid/borne by Seth Group by similarly paying to TFIPL immediately on being demanded."

22. The above clearly indicate that at the stage when parties entered

into MoS, no claim was set up that Development Agreement of the

Corporate Debtor has been terminated. Various clauses as noted above,

clearly indicate that conditions were contemplated since Development

Agreement was treated to be continuing. We may also refer to one clause

i.e. Clause 32 of the MoS on which reliance has been placed before the

Hon'ble Supreme Court. Cancellation Deed dated 17.06.2009 was

mentioned by Seth Group. Clause 32 is as follows:-

"32. The Seth Group confirms that the GPA executed in favour of PAL stands cancelled vide Cancellation. Deed dated 17.06.2009, executed by Seth Group acting on behalf of TFIPL and FAFPL."

23. At this stage, we need to notice the Cancellation Deed dated

17.06.2009 as claimed by the Appellant. By the said Cancellation Deed

which was cancellation of earlier PoA executed on 20.03.2008 on behalf of

M/s. Triveni Ferrous Infrastructure Pvt. Ltd. and M/s. Ferrous Alloys

Forgings Pvt. Ltd. It is relevant to notice the Cancellation Deed dated

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 30 17.06.2009 which has been filed by the Appellant as Annexure A-7 to the

Appeal. The above Deed only states that earlier PoA dated 20.03.2008

executed in favour of Mr. Rajesh Kumar is being cancelled. Cancellation

Deed does not even mentioned termination of Development Agreement.

Learned Counsel for the Resolution Professional submitted that Clause 32

as noted above, only notices that Seth Group has confirmed that deed

executed in favour of PAL stand cancelled by Cancellation Deed dated

17.06.2009 executed by Seth Group acting on behalf of TFIPL and FAFPL.

The above statement was made on behalf of Seth Group and which

statement need to be read along with Clause 35. Clause 35 reads as

follows:-

"35. In view of the aforesaid settlement, Mr. Surender Seth will no longer be the nominated approving authority under the Agreements entered by TFIPL, FAFPL and Mr. Sumit Mittal with PAL, ORS and Heritage. TFIPL, FAFPL and Mr. Sumit Mittal shall inform PAL, ORS and Heritage about the said change in the approving authority."

24. The above clearly mentioned that Mr. Surender Seth will no longer

be the nominated approving authority under the Agreements entered by

TFIPL, FAFPL and Mr. Sumit Mittal with PAL, ORS and Heritage and that

was only with respect to the change of the approving authority. The above

clauses 32 and 35 when read together clearly means that what Seth

Group informed that they having cancelled the GPA on 17.06.2009, they

are no longer approving authority with regard to contract entered between

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 31 the owners and PAL. We further noticed that the above clauses of MoS

has been made part of the order of the Hon'ble Supreme Court. The

Hon'ble Supreme Court after noticing all relevant clauses of the MoS has

held as follows:-

"We have recorded the settlement in entirety as that has to become a part of the order of this Court and it is so directed. The parties are directed to adhere to the terms and conditions of the Settlement and the undertakings given therein and every facet of it, needless to say, shall tantamount to an order of this Court. In case of failure, the parties are at liberty to move this Court for appropriate direction."

25. The conclusion is inescapable that both the parties in proceeding

before the Hon'ble Supreme Court and in the MoS which was entered

between the parties treated Development Agreement being continuing and

there was no reference made of cancellation of Development Agreement

executed in favour of PAL rather liberty was given to the company to

cancel if the Corporate Debtor failed to pay its dues towards Mittal and

Seth Group and failed to provide any information which we have already

noticed above in Clause 15 which clearly indicate that both parties

treated the Development Agreement to be continuing. It is relevant to

notice that after the order dated 05.05.2015, contempt proceedings were

initiated by both the groups against each other before the Hon'ble

Supreme Court for violation of order dated 05.05.2015 and in which

contempt proceedings being Contempt Petition (C) No.34 of 2016, order

was passed by the Hon'ble Supreme Court on 24.04.2020. The Hon'ble

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 32 Supreme Court in the above order dated 24.04.2020 had itself noticed the

relevant facts and recorded the agreement between the parties that both

the parties agreed that the development in the said land be divided and

carried out separately and the development rights in Sector 89 land area

of 48.03 acres. The Hon'ble Supreme Court had noticed that the

Corporate Debtor was given development rights on land 10.48 acres. It is

useful to notice paragraphs 2.1 and 2.2 of the order passed by the

Hon'ble Supreme Court which are as follows:-

"2. The facts leading to the present contempt petitions in nutshell are as under:

That one Triveni Ferrous Infrastructure Private Limited (here- inafter referred to as 'TFIPL') was a joint venture company constituted of two groups - one being the Seth Group [consist- ing of Mr. Surrender Seth, Mr. Ashish Seth, M/s Ferrous Forging Ltd., M/s Ferrous Alloys Forging Pvt. Ltd. (FAFPL), M/s Ferrous Township Pvt. Ltd. (FTPL) and M/s Ferrous In- frastructure Pvt. Ltd. (FIPL)] and the second being the Mittal Group [consisting of Mr. Sumit Mittal and Mr. Madhur Mittal].

2.1 That TIFPL acquired some land at Sector 70 and some 48.05 acres of land at Sector 89, Faridabad. The said TIFPL also availed licences Nos. 34, 35 and 36 from competent au-

thorities in the year 2007 in respect of the land bearing Sec- tor 89 with an intent to develop the said Sector 89 land. Sub- sequently both the parties being Seth Group and Mittal Group agreed that the development in the said land be divided and carried out separately and thereupon the development rights in Sector 89 land, parcel of 48.03 acres of land belonging to TIFPL, was sold in the following manner:

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 33 TFIPL 48.03 acres 

TIDCO ORS FIPL Heritage Pal (in Limited 14.80 acres 2.8 acres Infrastructure liquidation 5.5 acres (Seth (third 10.48 acres 14.80 acres (third Group) party) (third party) (Mittal party) Ferrous Group) City Project

26. In the above order, it is also relevant to notice that after hearing

both the parties, the Hon'ble Supreme Court has noticed the submissions

advanced by the Appellant i.e. Maximal Infrastructure Pvt. Ltd.

Submission which has been noticed in paragraph 6.4 by Maximal

Infrastructure Pvt. Ltd. was that licensees are left with no interest in

the project land. They have divested of their right, title and interest

in 48.08 acres way back in the year 2007-2008. Paragraph 6.4 of

the order is as follows:-

"6.4 It is submitted that even otherwise the Maximal has no financial ability to pay any amounts. Maximal and other licensee divested of their right, title and interest in 48.08 acres way back in the year 2007- 2008. The licensees are left with no interest in the project land. TIDCO is one of the project developers and has beneficial interest in part of the project land. Maximal as well as the Mittal Group have nowhere agreed to pay the amounts for and on behalf of the TIDCO being the beneficial owner of the project land."

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 34

27. The above submission which has been made in the year 2020 by

the Appellant himself before the Hon'ble Supreme Court clearly indicate

that they have divested their right and no submission was even made that

Development Agreement in favour of PAL, ORS and Corporate Debtor has

been cancelled. In the above case, the Hon'ble Supreme Court have come

to the conclusion that Mittal Group has deliberately and willfully not

fulfilled their obligations as per Clause 4.5.15 of the MoS. In paragraph

10 of the order, following was held:-

"10. Having heard the learned counsel for the respective parties and considering the material on record, we are of the opinion that the respondent Mittal Group in Contempt Petition No. 34 of 2016 have deliberately and willfully not fulfilled their obligations which they are required to fulfill under the MoS dated 04.05.2015 and as such they have rendered themselves liable for the action under the Contempt of Courts Act. However, before taking any further action, we propose to give further two months' time to the respondents, namely, Shri Sumit Mittal, Shri Mathur Mittal and TFIPL to fulfill their part of obligations under the MoS dated 04.05.2015, more particularly,

(i) To pay the entire EDC liability of TFIPL with interest in relation to license Nos. 34, 35 and 36 other than the share of the EDC liability which the Seth Group has undertaken to pay as per Clause 1.2 of the MoS;

(ii) As per Clause 1.2, EDC liability of the Seth Group is to the extent of Rs.25,27,92,000/-, out of the total EDC liability of TFIPL in relation License Nos. 34, 35 and 36 as on 24.03.2015 together with interest accrued thereon

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 35 from 24.03.2015. Therefore, the Seth Group shall make the entire payment of Rs.25,27,92,000/- along with the interest accrued thereon from 24.03.2015 towards their EDC liability in respect of License Nos. 34, 35 and 36 of 2007;

(iii) The Mittal Group is hereby further directed to renew the license Nos. 34, 35 and 36 of 2007; to execute GPA by TFIPL (as per Clause 5.3), Board Resolution by TFIPL for availing benefit under EDC Relief Policy (as per Clause 1.2.1), NOC without any conditions (as per Clause 8) to the Seth Group.

(iv) Thereafter, the DTCP to bifurcate the Seth Group's portion of the land in accordance with law and as per the policy and/or the rules and regulations, if any. It is also observed that it will be open to the respective parties to avail the benefit of the applicable EDC Relief Policy, which may be considered by the DTCP in accordance with the applicable EDC Relief Policy, if any.

10.1 The aforesaid entire exercise shall be completed within a period of two months from the date of lifting of lockdown in the concerned area, failing which, as observed hereinabove, this Court shall proceed to pass appropriate further order/orders under the Contempt of Courts Act for non-fulfillment of the obligations by the respondents - Shri Sumit Mittal, Shri Madhur Mittal and TFIPL. As observed hereinabove, this Court has deferred to pass further orders against the contemnors - Mittal Group and TFIPL to enable them to give them further opportunity."

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 36

28. The above order of the Hon'ble Supreme Court passed in the year

2020 itself indicate that before the Hon'ble Supreme Court, Appellant has

again and again pleaded that they have divested with all their right, title

and interest in the year 2007-2008. Had the Development Agreement was

cancelled, the right could have reverted back to the Appellant and they

would have so pleaded.

29. We are of the view that in proceeding before the Hon'ble Supreme

Court, it was not even pleaded by Mittal Group that Development

Agreement in favour of Corporate Debtor has been cancelled and

Corporate Debtor has no right and title rather conversely the condition of

MoS and subsequent order passed by the Hon'ble Supreme Court on

24.04.2020, as noted above, clearly indicate that Mittal Group was

pleading that they have divested with all rights and they have no right in

the subject land in question.

30. Now we come to the proceedings before Haryana RERA. The order of

Haryana RERA passed in different complaints filed before the Haryana

RERA, Panchkula dated 01.10.2019 is relevant which order has also

noticed its earlier order passed on 02.09.2019 wherein paragraph 9 RERA

authority has noticed that licensee companies have disposed of all the

lands of the project to five developer companies and they retain no further

interest in it and bifurcation of the license in favour of five developer

companies would logically lead to separate determination of the liabilities.

The name of five developer companies was mentioned in the said order.

Paragraph 9 (a), (b) and (c) of the earlier order is as follows:-

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 37 "While adjourning the matter for hearing arguments of M/s Maximal Infrastructure Pvt Ltd, the Authority would reiterate its line of thought that a solution to this complex problem can be found only by adopting the following step-wise approach:

a) That Town and Country Planning Department should realise its own responsibility for getting the projects completed because it is by virtue of the li-

cense granted by them that the projects have come into existence. Further the conditions of license, the provisions of the Haryana the Urban Development Act and Rules framed there-under obliges the de-

partment to take all steps necessary for monitoring the progress of projects and getting it completed. The Town and Country Planning Department has to adopt a pro-active approach in such matters. This approach is necessary for protecting the interests of thousands of allottees who have invested their hard-earned money on the basis of the licence granted by the State Government. The department shall be well advised to visit the sites of the project again and decide whether the development works are being carried out in accordance with law. The Local Commissioner of the Authority has pointed out several defects and violations. Those also should be appropriately taken into account.

(b) Since the main licensee companies have dis-

posed of all the lands of the project to five develop- er companies and they retain no further interest in it, either such an action on the part of the licensee company should have been stopped and prohibited well within time by the Town & Country Planning Department in the year 2008 itself, or now they

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 38 have to appreciate the ground level realities and decide to bifurcate the license in favour of the five developer companies in the interest of thousands of allottees. Without this bifurcation of license nothing can move further.

(c) Bifurcation of the license in favour of five devel- oper companies would logically lead to separate determination of the liabilities of each of the devel- oper companies towards the State Government. The liabilities on account of overdue license fee, EDC, IDC, penal interest and other charges will have to be and should be separately determined in respect of each of the developer Since principal companies by the department. responsibility for not acting in contravention of the conditions of license was that of the licensee company Town and Country Plan-

ning Department should credit the EDC/IDC and other duties received from the license in favour of four developers only, namely M/s Fer-

rous Infrastructure; M/s ORS; M/s Heritage Cot-

tage and M/s Pal Infrastructure. No credit deserves to be given to M/s TIDCO because that company is in liquidation before the NCLT. The amounts of EDC/IDC due from TIDCO may be claimed from the Resolution Professional and the Official Liquidator as the case may be."

31. By order dated 01.10.2019, RERA Authority directed for renewal of

license. It was also noticed that original licencee company may not co-

operate with the developers for this purpose. In paragraph 4(xi), following

was observed:-

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 39 "(xi) In above terms the captioned complaints are disposed of. All the parties should immediately file independent applications with the Town & Country Planning Department for division of license as per orders of the Authority. The original licencee company may not cooperate with the developers for this purpose. The Town & Country Planning Department should consider their consent as having been granted. They should take a decision for division of the license. regardless of approval of the licensee company, within a period of 60 days."

32. An earlier order of the RERA Authority dated 20.06.2019 also need

to be noticed where RERA Authority in paragraph 3 has noted that the

licensee has transferred to the developer companies and they are left with

no right. It is relevant to notice paragraph 3 which is as follows:-

"3. The Authority observes that by virtue of five agreements made with the five different developer companies, development rights in respect of land measuring 33.37 acres, which represents development and FAR rights equivalent to 48.038 acres, have been transferred to the developer companies. It is correct that no right is left with the licensee company for development of apartments or housing complexes in any portion of the project. However, after accounting for 33.37 acres land, the land measuring 14.668 acres remains in the possession of the licensee- respondent company over which the development has to be done by them in accordance with the layout plan approved by the department. Further,

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 40 common facilities like schools, dispensary, community centre etc. has to be developed on the remaining land. It is noteworthy that buildings of the schools, community centres etc. are not included in the overall FAR of the colony. It is also noteworthy that the responsibility for development of the entire colony in accordance with the conditions of the license will remain a joint responsibility of the licensee and the five developer companies. A harmonious reading of the agreements made with five developer companies and the conditions of the license would unmistakable lead to a conclusion that while development of the housing colonies in the areas allocated to respective five companies should be done by the five developers companies, the infrastructure development works in the remaining area shall be executed by the licensee company itself, unless indicated otherwise in the respective agreement made with the developing companies."

33. The above clearly indicate that RERA Authority was of the view that

development has to be done by the developer companies.

34. We also need to notice the order passed by Directorate of Town and

Country Planning, Government of Haryana. The Directorate of Town and

Country Planning, Haryana in its order dated 30.09.2019 has observed

that licensee has transferred development and marketing rights without

prior permission of the Department which included PAL also. We also

need to notice one of the order of the Haryana RERA passed on

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 41 02.05.2019 in a complaint against Triveni Ferrous Infrastructure in which

Appellant appeared through Hari Mohan Gupta. The reply submitted by

the Appellant has been noticed by the Haryana RERA in paragraphs 1

and 2. Paragraphs 1 and 2 of the order is as follows:-

"1. A reply has been received from Sh. Hari Mohan Gupta, Director of Triveni Infrastructure Pvt. Ltd. (now known as Maximal Infrastructure Pvt. Ltd.). It has been stated in the affidavit that License No. 34-36 of 2007 in respect of the project land measuring 48.038 was divided in five zones in 2007- 2008. Each of the five zones were taken over by five independent companies by virtue of Joint Development Agreement. Respective share of each of the five companies is as follows : -

S. No. Name of the Company Land area Development (Approx.) FAR rights.

1. M/s. Ferrous Infrastruc- 10.270 14.80 acres ture Pvt. Ltd. acres

2. M/s. Triveni Infrastrucure 10.335 14.80 acres Development Company acres Ltd.

3. M/s. PAL Infrastructure & 7.2431 10.458 acres Developers Pvt. Ltd. acres

4. M/s. ORS Infrastructure 3.4568 5.00 acres Pvt. Ltd. acres

5. M/s. Heritage Cottages 2.0643 2.98 acres Pvt. Ltd. acres

2. It has further been stated by Shri Hari Mohan Gupta in his affidavit that no development rights are now available with M/s Triveni Ferrous Infrastructure Pvt. Ltd. (now known as Maximal Infrastructure Pvt. Ltd.). therefore, this notice is not maintaina-

ble against them."

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 42

35. The above clearly indicate that when notice issued by RERA

Authority and Appellants was asked to submit reply, they have submitted

the reply that five zones were taken over by five independent companies

and Corporate Debtor was transferred 10.45 acres of land and it was

stated on behalf of the Appellant that no development right is available

with the Appellant i.e. Maximal Infrastructure Pvt. Ltd. The above order

dated 02.05.2019 has brought on record by compilation filed on behalf of

Resolution Professional. From the above, it is clear that both before

Haryana RERA Authority and Directorate of Town and Country Planning,

Haryana, the Appellant has never claimed or pleaded that the

development rights given to the Corporate Debtor has been cancelled and

thus, the said right is possessed with the Appellant rather contrary stand

was taken by the Appellant that they do not have any development rights

which have transferred to five developer companies and five developer

companies have to now carry on development. Why the above stand was

taken by the Appellant before Directorate of Town and Country Planning,

Haryana, and RERA Authority, Haryana is not far to seek. Appellant was

licensee who had taken license for development of group housing

residential colony where certain FSI were also earmarked to the EWS

under the Haryana Development and Regulation of Urban Areas Act,

1975. Licensee have various obligation including obligation to pay various

charges. Licensee have also to transfer certain lands following in the

master plan for road infrastructure etc. In the project after transferring

the development rights in favour of the Corporate Debtor on 15.01.2008

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 43 Corporate Debtor had made allotment to various allottees who have

deposited various substantial amount with the Corporate Debtor.

36. When a housing residential colony has come up with the sanction

of development of town planning in pursuance of license granted, the

licensee cannot escape its various statutory obligation of carrying

development. The Appellant has conveniently before the RERA Authority

and Directorate of Town and Country Planning submitted that they have

transferred their development rights into the five development companies

and it is the development companies who has to carry out development,

which was only to save themselves from various statutory obligations and

compliances and in the CIRP of the Corporate Debtor, the Appellant has

taken contrary stand that they have cancelled the development rights on

17.06.2019 and there is no development rights in the Corporate Debtor

and the asset is not part of the Corporate Debtor's asset and to be

excluded. The stand taken by the Appellant is not only dishonest but

clearly false and contrary to its stand before the Hon'ble Supreme Court,

Haryana RERA Authority and Directorate of Town and Country Planning.

We, at this stage, also notice one more submission of the Appellant

that when cheques given by the Corporate Debtor towards balance

consideration were dishonoured their agreement automatically came to be

cancelled without anything more required to be done by the owners. We

have already noticed one of the Clauses of the Development Agreement

i.e. Clause 5.2 which provide that in event post-dated cheques are

dishonoured, agreement shall automatically be terminated and the

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 44 owners shall be liable to refund the amount received after forfeiting 10%.

The Corporate Debtor had already paid Rs.417702029/-. After forfeiting

10%, rest 90% amount was to be refunded by the owners to the Corporate

Debtor. It is admitted that no payments have been made by the

owners/Appellant to the Corporate Debtor regarding consideration which

was already received. Appellant has given two excuses for not making

payment. Firstly, they said that in the letter dated 17.06.2009 they have

asked the Corporate Debtor to come and collect the cheques and

secondly, in the proceeding under Section 138, the directors of the

Corporate Debtor were declared as absconded, hence, repayment could

not have been made.

37. Both the above excuses have to be rejected which is without any

basis. No satisfactory proof of letter dated 17.06.2009 has been filed and

as noted above, the said letter came to see light of the day only on

17.06.2024 when Affidavit was filed by the Appellant bringing the letter

on record. Obligation was of owners which cannot easily be washed by the

Appellant. It is also a reason that Appellant having not returned the

amount to the Corporate Debtor, they have not taken stand before the

authorities that Development Agreement has been cancelled.

38. Now coming to the submission of the parties regarding construction

on the project. Adjudicating Authority had passed an order asking both

the parties to file an Affidavit bringing on relevant materials indicating

whether any construction was made after 17.06.2009? Resolution

Professional filed an Affidavit brought relevant materials on record.

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 45 Adjudicating Authority being satisfied and has noticed the Affidavit of the

Resolution Professional that 70% of the total construction of the said

project has been completed. Adjudicating Authority in paragraphs 21, 22

and 23 has made following observations:-

"21. For taking benefit of Clause 5.2 by the Applicant to state that the agreement has stands terminated, it is obligatory on their part to perform their obligation as stipulated in the same para. The Applicant along with their IA has not filed a copy of any communication sent by him to the Corporate Debtor intimating about the deemed termination of the agreement. The application was filed in the year 2021 and in the year 2024, the Applicant has now filed a copy of the communication stated to be sent by the Applicant to the Corporate Debtor intimating about deemed cancellation. Noting has brought to our record to indicate that the said communication was received by the Corporate Debtor. As stated above the Applicant has not performed their obligations contained in para 5.2 of the agreement (not refunding the amount to the Corporate Debtor). Further the report filed by the Court Commissioner before the Delhi High Court and the affidavit filed by the Resolution Professional in compliance of our order dated 25.04.2024, it emerges that certain construction activities have been undertaken in respect of the project even after the alleged deemed termination of the agreement. Therefore, it can be safely understood that parties have not acted in furtherance of alleged deemed termination of the agreement. Vide order dated 25.04.2024, parties

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 46 were directed to file an affidavit indicating whether any construction activities took place on the land in question of the Applicant after 17.06.2009 and if so, by whom such construction was carried out. In compliance of this direction, parties have filed their respective affidavit.

22. In compliance of the order dated 25.04.2024, the Resolution Professional has filed an affidavit wherein in para 4 of the affidavit, the Resolution Professional has submitted that approximately 70% of total construction in the said project has been completed by the Corporate Debtor. Further, the Resolution Professional has also provided the details of the procurement of steel by order dated 16.03.2013, 16.01.2024 & 21.12.2013 intimated that the Corporate Debtor had ordered for construction material. Further, order for procurement of cement dated 31.07.2010, 18.09.2012 & 16.04.2013 and further detail of procurement of stone, procurement of plywood, procurement of bricks, procurement of electric items and procurement of machinery and other miscellaneous items have been filed. These purchase, orders were issued after the alleged date of termination of agreement and the copy of these purchase orders are made available with the said affidavit. Although the Applicant as in their affidavit has submitted that no construction activity has taken place on the instance of Corporate Debtor after the termination of the agreement, the Resolution Professional has submitted that even after the alleged deemed automatic termination of the agreement, Corporate

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 47 Debtor was allowed to do the construction work on the project site. The alleged termination of the Power of Attorney is also against the clause 4 of the Loan agreement which stipulates about irrevocable power of attorney.

23. In view of the above, it can be safely understood that parties have not acted in furtherance of alleged deemed termination of the agreement as provided in clause 5.2 of the Agreement."

39. Adjudicating Authority having come to the conclusion that

constructions were made by the Corporate Debtor and the letter dated

17.06.2009 terminating the agreement was never acted upon. We fully

concur with the aforesaid finding of the Adjudicating Authority.

40. In view of the above foregoing discussions, we answer Question

Nos.(I) to (IV) in the following manner:-

(I) Development Rights in the subject land given to the Corpo-

rate Debtor were not terminated vide letter dated 17.06.2009

which letter was never claimed by the Appellant before

Hon'ble Supreme Court proceedings before RERA and Direc-

torate of Town and Country Planning prior to initiation of

CIRP.

(II) In proceeding before the Hon'ble Supreme Court in Writ Peti-

tion (Criminal) No.5 of 2015, the termination of Development

Agreement in favour of the Corporate Debtor was neither

pleaded nor brought before the Hon'ble Supreme Court rather

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 48 terms of the MoS as noted by the order of the Hon'ble Su-

preme Court dated 05.05.2015 clearly indicate that develop-

ment rights in favour of the Corporate Debtor was treated to

be continuing on the date when the order was passed.

(III) Appellant before the Haryana RERA and DTCP has pleaded

that it has transferred its development rights in favour of five

developer companies including Corporate Debtor and it has

divested itself from any right in the subject land.

(IV) The letter dated 17.06.2009 even if accepted for argument

sake to have been issued by Triveni Ferrous (predecessor in

interest of the Appellant), the said letter was never given ef-

fect to.

Question No.(V)

41. Learned Counsel for the Appellant has questioned the jurisdiction

of the Adjudicating Authority to decide the question of development rights

as claimed by the Corporate Debtor in the subject land. The law is well

settled that the development rights which are claimed by the Corporate

Debtor are assets of the Corporate Debtor. In "Victory Iron Works Ltd.

vs. Jitendra Lohia and Anr- (2023) 7 SCC 227", the Hon'ble Supreme

Court has laid down following in paragraphs 38 and 53:-

"38. From the sequence of events narrated above and the terms and conditions contained in the agreements entered into by the parties, it is more clear than a crystal that a bundle of rights and interests were created in favour of the corporate

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 49 debtor, over the immovable property in question. The creation of these bundle of rights and interests was actually for a valid consideration. But for the payment of such consideration, Energy Properties would not even have become the owner of the property in dispute. Therefore, the development rights created in favour of the corporate debtor constitute "property"

within the meaning of the expression under Section 3(27) IBC. At the cost of repetition, it must be recapitulated that the definition of the expression "property" under Section 3(27) includes "every description of interest, including present or future or vested or contingent interest arising out of or incidental to property". Since the expression "asset" in common parlance denotes "property of any kind", the bundle of rights that the corporate debtor has over the property in question would constitute "asset" within the meaning of Section 18(1)(f) and Section 25(2)(a) IBC.

53. Therefore, NCLT as well as NCLAT [Victory Iron Works Ltd. v. Jitendra Lohia, 2021 SCC OnLine NCLAT 128] were right in holding that the possession of the corporate debtor, of the property needs to be protected. This is why a direction under Regulation 30 had been issued to the local district administration."

42. When the Corporate Debtor has development rights in the subject

land which is the asset of the Corporate Debtor and central to the entire

insolvency process and the question is raised before the Adjudicating

Authority that the Corporate Debtor has development rights in the subject

land, we fail to see lack of jurisdiction in the Adjudicating Authority to

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 50 consider the question when the development rights which are very assets

on which entire insolvency of the Corporate Debtor revolves. The

argument of the Appellant cannot be accepted that the Adjudicating

Authority has no jurisdiction to consider the issue. We have already

noticed while deciding Question Nos.(I) to (IV) that the Appellant has

before the Hon'ble Supreme Court and before the RERA and Directorate of

Town and Country Planning has taken the stand that the development

rights with five development companies including the Corporate Debtor

still continues. Appellant cannot take contradictory and dishonest plea

before the Adjudicating Authority that the Corporate Debtor does not

possess the development rights. Learned Counsel for the Appellant in

support of his submission has placed reliance on judgment of the Hon'ble

Supreme Court in "AA Estates Pvt. Ltd. vs. Kher Nagar Sukhsadan

Co-operative Housing- (2025) SCC OnLine SC 3579". In the above case,

the Appeal was filed against the judgment of the Division Bench of the

Bombay High Court. In the above case, one of the questions before the

High Court was as to whether termination of Development Agreement

dated 16.10.2005 and Settlement Agreements dated 23.12.2005 and

09.04.2014 by the Society prior to initiation of second Corporate

Insolvency was valid and effective in law. In paragraph 13 of the

judgment, following questions were framed:-

"13. On the basis of the pleadings and the rival submissions, the following issues arise for consideration in this appeal:

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 51

(i) Whether the termination of the Development Agreement dated 16.10.2005 and Supplementary Agreements dated 23.12.2005 and 09.04.2014 by Respondent No. 1 Society prior to the initiation of the second CIRP was valid and effective in law.

(ii) Whether the aforesaid Development Agreement and the Supplementary Agreements constitute "assets" or "property" of the corporate debtor so as to attract the protection of moratorium under Section 14 of the IBC.

(iii) Whether the High Court was justified in allowing the writ petition filed by Respondent No. 1 Society and directing the statutory authorities to process and grant approvals in favour of Respondent No.8 for redevelopment of the subject project.

(iv) Whether the proceedings before the High Court stood vitiated by violation of the principles of natural justice, as alleged by the appellants."

43. The Hon'ble Supreme Court in the above case held following in

paragraph 15.4:-

"15.4. The termination was thus effected after due notice and prolonged default, and cannot be termed arbitrary or mala fide. The Society, being the owner of the property and guardian of the members' welfare, cannot be compelled to indefinitely await performance from a defaulting developer. The IBC is not intended to freeze urban welfare projects or protect commercial

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 52 indolence at the cost of citizens awaiting rehabilitation."

44. From the facts of the said case, Court found that the termination of

agreement prior to initiation is valid. We have found that it was the case

of the Appellant throughout before the Hon'ble Supreme Court and before

the RERA and Directorate of Town and Country Planning, development

rights still continues with the Corporate Debtor and we having held that

the development rights continue with the Corporate Debtor, the above

judgment in no manner supports the case of the Appellant in the facts of

the present case.

45. The other judgment which has been relied by the Appellant is the

judgment of the Hon'ble Supreme Court in "Gloster Ltd. vs. Gloster

Cables Ltd. and Ors.- (2026) SCC OnLine SC 105". The question which

arose in the above case was as to whether Adjudicating Authority has

jurisdiction to declare on the aspect of title to the trade mark "Gloster". In

paragraph 1 of the judgment, the following issue has been noticed:-

"1. These two appeals arise from the judgment of the National Company Law Appellate Tribunal [for short "NCLAT"], Principal Bench, New Delhi dated 25.01.2024 in Company Appeal (AT) (Ins.) No. 1343 of 2019. While Civil Appeal No. 2996 of 2024 is filed by Gloster Limited - the Successful Resolution Applicant (hereinafter called the "SRA"), Civil Appeal No. 4493 of 2024 is filed by Respondent No.1-Gloster Cables Limited (hereinafter called "GCL"), challenging the findings in the impugned

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 53 judgment insofar as it held that the Adjudicating Authority had the jurisdiction to declare on the aspect of title to the trademark "Gloster".

46. The Hon'ble Supreme Court held that the Adjudicating Authority

cannot exercise jurisdiction over matters dehors the insolvency

proceedings. In paragraph 29, following was held:-

"29. This Court clarified that the validity of the exercise of the residuary power was being adjudged in the case, on the facts obtaining thereon and that they were not laying down a general principle on the contours of the exercise of residuary power by the Adjudicating Authority. It was further reiterated emphatically that the Adjudicating Authority cannot exercise its jurisdiction over matters dehors the insolvency proceedings since such matters fall outside the realm of IBC."

47. The Hon'ble Supreme Court ultimately in paragraph 50 has held as

follows:-

"50. We make it clear that the observations made hereinabove are only for the purpose of setting aside the finding of the Adjudicating Authority holding that the trademark "Gloster"

is the asset of the Corporate Debtor as recorded in para 52 of its order dated 27.09.2019. These observations would not come in the way of any other Court or authority deciding the issue of

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 54 title to the trademark "Gloster", if the parties herein litigate upon and those proceedings will be decided on their own merits uninfluenced by these observations."

48. The question whether Corporate Debtor has right of trade mark

'Gloster' was held not within the domain of the Adjudicating Authority.

The said judgment does not come to the aid of the Appellant in the facts

of the present case where the development rights on the project land was

granted by the owners and still continues with the Corporate Debtor as

noted and held above.

49. We, thus, hold that the Adjudicating Authority has ample

jurisdiction to consider and decide the question of development rights as

claimed by the Corporate Debtor on the subject land. Cancellation of

development right by letter dated 17.06.2009 has already been considered

and answered in above paragraphs.

Question No.(VI)

50. Adjudicating Authority having found that the development rights in

favour of the Corporate Debtor continues with the Corporate Debtor, no

error has been committed by the Adjudicating Authority in rejecting IA

No.2729 of 2021 filed by the Appellant to exclude the subject property

from the CIRP of the Corporate Debtor. The subject property i.e. project

which was initiated by the Corporate Debtor was booked by hundreds of

homebuyers and hundreds of crores was paid to the Corporate Debtor by

more than 600 allottees. The allottees who have also filed an application

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 55 for intervention in this Appeal are waiting for their units to be delivered

for more than a decade. Adjudicating Authority after considering all

relevant facts and circumstances has rejected the IA No.2729 of 2021. We

do not find any error in the order of the Adjudicating Authority rejecting

IA No.2729 of 2021. Question No.(VI) is answered as follows:-

51. Adjudicating Authority has committed no error in not accepting the

prayer of the Appellant in IA No.2729 of 2021 to exclude the project and

Appellants' property from CIRP of the Corporate Debtor.

Question No.(VII)

52. We have noted above that Parcela Real Estate Pvt. Ltd. itself has

filed an IA No.749 & 750 of 2026 in this Appeal seeking intervention and

praying for setting aside the impugned order. In the application, applicant

has come up with the case that Applicant had purchased the marketing

and development rights in the subject land measuring 7.2431 acres on

26.11.2022. It is useful to notice paragraph 4 (i) to (o):-

"I. On 26.11.2022, Parcela/ Applicant purchased the marketing and development right in the subject land measuring 7.2431 acres from Maximal under the License No. 34,35,36 of 2007 situated at Sector 89, Faridabad, by way of registered agreement.

J. On 30.11.2022, registered Special Power of Attorney was also executed by Maximal in favour of Parcela, in relation to the subject land. After getting the rights in the subject land Parcela took the physical possession of the land and started the

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 56 construction at site. The copy of the registered agreement dated 26.11.2022 and copy of SPA dated 30.11.2022 executed by Maximal in favour of Parcela is annexed herewith as ANNEXURE A9(Colly).

K. On 16.11.2023, Parcela applied for the change of beneficial interest before Ld. DTCP, Haryana and the DTPC transferred / allowed the change of beneficial interest in favour of PARCELA as per the guidelines as per HUDA vide Memo/ Letter dated 16.11.2023. The copy of change of beneficial interest order dated 16.11.2023 in relation to subject land in favour of Parcela is annexed herewith as ANNEXURE A10.

L. On 01.03.2024, Grant of beneficial right by DTCP vide Memo dated 16.11.2023 in favour of PARCELA, was challenged by Pal Garden Allotee Association by filing I.A No. 1379 of 2024, before the Ld. NCLT and notice was issued vide order dated 18.03.24, and the same is pending adjudication till today. The copy of IA no.1379/2024 filed before Ld. NCLT, Delhi is annexed herewith as ANNEXURE A11. The copy of the order dated 18.03.2024 issuing notice on the said IA no.1379/2024 is annexed herewith as ANNEXURE A12.

M. On 15.04.2024, the RP also challenged the memo dated 16.11.2023 issued by the DTCP in favour of PARCELA by filing I.A No. 2764 of 2024. There is no notice issued by the NCLT and the same is pending for adjudication till today. The

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 57 copy of IA no.2764/2024 filed by RP before Ld. NCLT is annexed herewith as ANNEXURE A13. It is also relevant to mentioned here that the RP as well as the Association both are guilty of forum shopping.

N. Accordingly, the Ld. NCLT was also made aware that the applicant is the beneficiary of the subject land and is also the rightful owner of the beneficial interest in the license to develop the project on the subject land.

O. On 17.05.2024, RP challenged the transfer of beneficial right granted to PARCELA by the DTCP vide memo dated 16.11.2023, before the Hon'ble Punjab and Haryana High Court by way of CWP 12865 of 2024 and the same was dismissed vide order dated 03.07.2024. The copy of the CWP No.12865/2024 is annexed herewith as ANNEXURE A14. The copy of the order dated 03.07.2024 passed in CWP 12865 of 2024 is annexed herewith as ANNEXURE A15."

53. We having held that the Corporate Debtor has development rights

in the subject land and CIRP against the Corporate Debtor having

commenced on 05.09.2019. Moratorium under Section 14 has been

kicked in. We having already held that the Corporate Debtor has

development rights which rights could not have been dealt with by the

Appellant by virtue of Section 14(1)(b) prohibits the Corporate Debtor to

alienate or dispose of its assets, when the Corporate Debtor itself is

prohibited, we are of the view that there is no right in the Appellant to

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 58 transfer the development rights in favour of Parcela Real Estate Pvt. Ltd.

on 26.11.2022. It is relevant to notice that Appellant itself has filed an

application IA No.2729 of 2021 before the Adjudicating Authority for

seeking exclusion of the subject land from the CIRP of the Corporate

Debtor which application came to be dismissed only on 05.06.2025.

Appellant itself having raised the issue and which issue remains pending

before the Adjudicating Authority, we fail to see any justification and

jurisdiction of the Appellant to transfer the development rights on

26.11.2022. Transfer of development rights in favour of Parcela Real

Estate Pvt. Ltd. is wholly without jurisdiction and non-est in law. We

having held that the transfer of development rights being without

jurisdiction and non-est, all actions taken thereon has no validity in law.

Question No.(VII) is answered in following manner:-

Appellant has no right or jurisdiction to transfer the development

rights in the subject land measuring 7.2431 to Parcela Real Estate Pvt.

Ltd. on 26.11.2022. Transfer of development rights has no legal

consequence. It is void and non-est.

54. In view of our foregoing discussions and conclusions, we decide

both the Appeals in following manner:-

(I) Company Appeal (AT) (Insolvency) Nos.987 and 989 of 2025

praying for setting aside the order dated 05.06.2025 in IA

No.2729 of 2021 & IA No. 5134 of 2020 are dismissed.

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 59 (II) There being interim order operating in this Appeal as well as

under the order of the Adjudicating Authority dated

15.12.2020, no steps could be taken regarding finalisation of

the Resolution Plan, certain consequential orders are neces-

sary to be passed in the interest of all stakeholders.

(III) We, while dismissing these Appeals, issue following direc-

tions:-

(a) The period from 15.12.2020 on which date Adjudicating

Authority directed the Resolution Professional not to

proceed with the Resolution Plan, and in view of the in-

terim order passed by this Tribunal on 10.07.2025 that

no publication of Form G shall be made, we exclude en-

tire period from 15.12.2020 till date of passing of this

judgment from the CIRP of the Corporate Debtor.

(b) The subject land having been held the asset of Corpo-

rate Debtor, the Resolution Professional to take control,

maintain and protect the subject asset.

(c) The Resolution Professional to proceed with publication

of Form G forthwith and complete the process regard-

ing Resolution Plan within 90 days from today.

(IV) We having noticed the actions and conduct of the Appellant

that Appellant before the Hon'ble Supreme Court and other

authorities have been stating that development rights have

been transferred in favour of the Corporate Debtor and has

never claimed termination of development agreement before

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 60 the said authority whereas in the CIRP of the Corporate

Debtor has been contending that Development Agreement has

been cancelled due to which the CIRP against the Corporate

Debtor could not proceed and remain standstill for almost five

years. The allottees of the project are waiting for receiving

their possession of the units for more than a decade. Appel-

lant is liable to be saddled with a cost of Rs.25 Lakhs to be

paid in the CIRP account of the Corporate Debtor within 30

days from today which will be utilized for the CIRP of the

Corporate Debtor.

[Justice Ashok Bhushan] Chairperson

[Barun Mitra] Member (Technical)

NEW DELHI

20th April, 2026

Anjali/Ashwani

Company Appeal (AT) (Ins.) No.987 & 988 of 2025 61