Agreement to sell does not transfer title; project land could remain in the insolvency estate absent conveyance and lessor approval.

An agreement to sell does not, by itself, create title or ownership in immovable property, especially where the lease deed restricts transfer unless the unit is functional and prior lessor approval is obtained. Because the appellant had no registered conveyance, no completed construction and no required approval, the project land could be treated as part of the corporate debtor's assets for insolvency purposes. The resolution professional's control over the land was therefore within the Insolvency and Bankruptcy Code framework, and the mere pendency of applications seeking exclusion of the land did not by itself invalidate approval of the resolution plan.

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Issues: (i) whether an agreement to sell conferred ownership rights on the appellant in the project land; (ii) whether the resolution professional acted beyond the statutory framework of the Insolvency and Bankruptcy Code, 2016 by including the project land in the corporate debtor's assets; and (iii) whether approval of the resolution plan without first disposing of the appellant's pending applications was improper.

Issue (i): whether an agreement to sell conferred ownership rights on the appellant in the project land.

Analysis: The lease deed restricted transfer or sub-lease of the plot unless the unit was made functional and prior approval of the lessor was obtained. The agreement to sell itself made transfer of title subject to the lease deed and applicable laws, and contemplated execution of transfer documents only after completion of the complex and obtaining occupation certificate. The appellant did not show completion of construction, a registered conveyance, or prior approval from the lessor. An agreement to sell, by itself, does not create title or interest in immovable property.

Conclusion: The appellant did not acquire ownership rights in the project land on the basis of the agreement to sell.

Issue (ii): whether the resolution professional acted beyond the statutory framework of the Insolvency and Bankruptcy Code, 2016 by including the project land in the corporate debtor's assets.

Analysis: The resolution professional is required to take control and custody of assets over which the corporate debtor has ownership rights and to preserve and protect them during insolvency. The exclusion in the explanation to section 18 applies only to assets owned by a third party while in possession of the corporate debtor under trust or contractual arrangements. Since the appellant had not established ownership of the project land, the resolution professional was justified in treating it as part of the corporate debtor's assets.

Conclusion: The inclusion of the project land in the insolvency estate did not breach the statutory scheme of the Code.

Issue (iii): whether approval of the resolution plan without first disposing of the appellant's pending applications was improper.

Analysis: The pending applications sought exclusion of the project land from the corporate insolvency process, a claim similar to other applications that had been dismissed as belated after approval of the resolution plan by the committee of creditors. The approval order also recorded compliance with the requirements of sections 30 and 31 of the Code and the relevant CIRP Regulations. The mere pendency of the appellant's applications did not, by itself, vitiate the approval of the resolution plan.

Conclusion: The approval of the resolution plan was not rendered improper by the non-disposal of the appellant's applications.

Final Conclusion: No ground was made out to interfere with approval of the resolution plan, and the challenge to the inclusion of the project land failed in its entirety.

Ratio Decidendi: An agreement to sell does not transfer title in immovable property, and absent a registered conveyance and requisite lessor approval, the resolution professional may treat the property as belonging to the corporate debtor for insolvency purposes.

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