Unregistered conveyance does not defeat insolvency possession where the parties treated the property as transferred to the corporate debtor.

An immovable property may be treated as part of a corporate debtor's assets in insolvency where the takeover agreement, surrounding conduct, and accounting treatment consistently show an intended transfer, even if a registered sale deed has not been executed. The absence of formal conveyance leaves title imperfect, but it does not by itself justify restoring possession to the original owner during CIRP when the parties had acted on the transfer and consideration had been received. Any residual title dispute must be worked out through appropriate civil proceedings, and possession is not to be reclaimed merely on the basis of incomplete registration.

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Issues: (i) whether the subject property could be treated as an asset of the corporate debtor despite the absence of a registered sale deed and in light of the takeover agreement; (ii) whether possession of the subject property was liable to be restored to the appellant during the insolvency process.

Issue (i): whether the subject property could be treated as an asset of the corporate debtor despite the absence of a registered sale deed and in light of the takeover agreement.

Analysis: The takeover agreement showed that the appellant's proprietorship business and its assets, including the subject property, were intended to vest in the corporate debtor, and the property had been reflected in the corporate debtor's records and resolution process. The absence of a registered conveyance meant that legal title had not been formally perfected, but on the facts the title defect was only imperfect and did not negate the parties' consistent treatment of the property as part of the corporate debtor's assets. The prior orders did not finally determine ownership in favour of the appellant so as to compel a contrary result.

Conclusion: The subject property could be treated as forming part of the corporate debtor's assets for the purposes of the insolvency process, subject to perfection of title through appropriate civil proceedings.

Issue (ii): whether possession of the subject property was liable to be restored to the appellant during the insolvency process.

Analysis: The appellant had agreed to the transfer, received consideration in the form of equity shares, allowed the property to be shown as part of the corporate debtor's assets, and did not challenge the takeover arrangement for years. In those circumstances, restoring possession merely because a registered sale deed had not yet been executed would amount to unjust enrichment and would frustrate the insolvency process. The Tribunal also distinguished the authorities relied upon by the appellant on their facts and held that civil remedies remained available to perfect title.

Conclusion: Possession was not liable to be restored to the appellant.

Final Conclusion: The appeal failed, and the parties were left to pursue appropriate civil remedies for perfection of title and consequential rights.

Ratio Decidendi: Where the parties' agreement and subsequent conduct consistently show an intended transfer of an immovable asset to the corporate debtor, the absence of a registered sale deed does not entitle the original owner to reclaim possession during CIRP, and title disputes must be worked out through civil remedies.

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