TaxTMI 
TaxTMI 
2025 (11) TMI 1205
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....t arises out of the Order dated 01.07.2025 (hereinafter referred to as 'Impugned Order') passed by the Adjudicating Authority (National Company Law Tribunal, Chandigarh Bench-I) in C.P. (IB) No. 10/CHD/HRY/2018. By the impugned order, the Adjudicating Authority has allowed IA No. 1620 of 2024 and directed the Appellant and Respondent No.3 to execute the Sale Deeds in favour of the Jasrati Education Solutions Ltd.-Respondent No.1. Aggrieved by the impugned order, the present appeal has been preferred by the Appellant-Shri Sunder Lal, Legal heir of Late Babu Lal. 2. The chronological sequence of events and the important milestones which are necessary to be noticed for deciding the matter at hand is as follows: • Late Babu Lal and his four sons had entered into separate Memorandums of Understanding ("MoU" in short) on 25.08.2010 with OSN Infrastructure and Projects Pvt. Ltd. ("OSN" in short) for sale of agricultural land situated in Alwar, Rajasthan (hereinafter referred to as "subject land"). • Each of the five sellers executed Agreement to Sell ("A2S" in short) on 16.03.2011 with OSN for sale of the subject land. The A2S were admittedly not registered. ....
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....veral grounds viz. siphoning off funds by the Corporate Debtor and consequential investigation by various agencies; pending criminal proceedings against him as erstwhile Director of the Corporate Debtor and the death of some of the executants of the A2S and therefore sought a judicial order or direction for allowing him to proceed with execution of the Sale deed. • The Adjudicating Authority on 01.07.2025 passed an order directing Shonu and other legal heirs of sellers to execute the Sale Deed in favour of the SRA. • Aggrieved by the impugned order dated 01.07.2025, the present Appeal has been preferred by the Appellant who is the legal heir of Babu Lal. 3. Making his submissions, Shri Anil K. Airi, Ld. Senior Counsel submitted that the Appellant-Shri Sunder Lal inspite of being the legal heir of Babu Lal was never impleaded as a party to the proceedings before the Adjudicating Authority in which impugned order dated 01.07.2025 was passed with directions for Shonu and the legal heirs of the sellers to execute the Sale Deed in respect of the subject land which tantamount to violation of the principles of natural justice. Submission was also pressed that ....
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....nsolvency resolution of a Corporate Debtor. Since IA No. 1620 of 2024 was filed with the aim of implementing the resolution plan by perfecting the title of the SRA over the subject land which rightfully belonged to the Corporate Debtor, the matter clearly fell within the jurisdiction vested on the Adjudicating Authority under Section 60(5) of IBC. It was pointed out that the present appeal has been filed by Mr. Sunder Lal as a legal heir but no documents like probate order or succession certificate have been submitted to establish his claim as an heir. Questioning the locus of the Appellant, it was also submitted that the Appellant appeared to be acting in collusion with Shonu to deprive the SRA of the assets rightfully belonging to the Corporate Debtor for which the SRA has already paid value under the resolution plan. Repelling the contention of the Appellant that the POA was invalidated upon the death of the original executant, reliance was placed on the judgment of the Hon'ble High Court of Delhi in Harbans Singh Vs Shanti Devi (ILR (1977) II Delhi 649) in which it was held that where the POA is conferred for the benefit of the agent representing a third party, the POA becomes ....
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.... the appeal has been filed without certified copy of the impugned order. Attention was drawn by the Respondent No.1 that the benefit of exclusion of time lost in obtaining certified true copy is available only if the request for certified copy is made within the 30 days limitation period and not during the condonable period of 15 days in terms of the judgment of the Hon'ble Supreme Court in Ashdan Properties Pvt. Ltd. Vs DSK Global Education and Research Pvt. in Civil Appeal No. 10603 of 2024. Hence, it was contended vehemently that the appeal on all these counts must be dismissed as barred by the limitation. 11. It is the case of the Appellant that their appeal is not hit by limitation. It was contended that the Delay Condonation Application was filed by the Appellant as a matter of abundant caution. Submission was pressed that the Appellant came to know of the impugned order on 23.07.2025 since they were not a party in the matter. They had acquired knowledge of the impugned order only when they were informed by their well-wishers that the SRA alongwith Shonu, on the directions of the Adjudicating Authority, had approached the office of the Sub-Registrar, Alwar to execute the t....
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.... case. 15. In the present case, the total delay in filing the appeal has undisputedly exceeded the 30 days limitation period but did not exceed the 15 days extended period since the delay was 11 days. It is indisputable that the delay in filing the present appeal is within 15 days post the expiry of the 30 days period of limitation. In other words, the delay in filing was very much within the condonable period of 15 days. Having regard to the fact that the Appellant has filed the appeal within the 30 plus 15 days extended period of limitation and the reason for delay has been the practical difficulties arising out of lack of timely awareness and knowledge of the impugned order, not having been made a party in the relevant proceedings before the Adjudicating Authority, we are satisfied with the reasonableness in the above explanation offered for the delay. As long as the period of delay does not cross the bar of 15 days extended period, we are of the considered view that the words "sufficient cause" appearing in the proviso to Section 61(2) of the IBC needs to be construed liberally since better justice is always achieved when a lis is decided on a contested hearing. Taking an ov....
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....time of execution of the Sale Deed and at the time of mutation in favour of the purchaser. That only part payment of consideration amount was made is also corroborated by the payment terms given in the A2S. As the full consideration amount had not been paid to Babu Lal, no Sale Deed had been executed. Since Babu Lal died before the Sale Deed execution, no valid conveyance had taken place. Even if the subject land was in possession of the Corporate Debtor, it did not confer any right of ownership on the Corporate Debtor. It was contended that SRA having given only part consideration was now avoiding to bear the financial burden of clearing the balance consideration and hence instead of filing a civil suit for specific performance which would be the appropriate course of action had instead chosen to seek the intervention of the Adjudicating Authority under Section 60(5) of IBC and that too without making the legal heir a party to the proceedings. 19. Per contra, it is the case of the SRA-Respondent No.1 that the right, entitlement and interest of the Corporate Debtor in the subject land is well established in a chain of transactions beginning with execution of A2S. The POAs which ....
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....er Book ("APB" in short). Further, Clause 2 of the A2S at page 73 of APB recorded the fact that the Babu Lal had received part consideration. This now brings us to the POA dated 08.04.2011 as placed at page 80-84 of the APB. The POA clearly records that Babu Lal as the executant has executed an MoU with OSN and has received the total consideration amount for the said land and is appointing Shonu as an Attorney to perform all obligations of the executant under the MoU and A2S. We also find nothing on record which show that any of the other sellers had contested that entire consideration amount was not paid to them at the time of signing of the respective POAs. What cannot be lost sight of is the fact that the POA was signed after the signing of both the MoU and the A2S. When the POA which was a later document clearly records that the entire consideration amount as worked out in the MoU and A2S had been paid, the contention of the Appellant that the consideration amount was not paid is misplaced. Further, with the consideration amount having been paid and the possession of the subject land which stood transferred to the Corporate Debtor, the right to assign also stood vested in the C....
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....f Possession, it has also been noted that the OSN shall be "entitled to peaceful and uninterrupted use of the Land and the possession of the same shall be deemed to be with the Company, free of any interference, interruption or objection whatsoever from the Possessor or any person or persons whomsoever claiming through and on behalf of the Possessor." The Deed of Possession thus clearly records that the possession of land was with the OSN. Shortly before the Deed of Possession, a Deed of Assignment had been entered into between OSN and the Corporate Debtor by which assignment of rights over the subject land to the Corporate Debtor had already taken place. The other sons of Babu Lal had also entered into identical agreements and had never questioned the receipt of consideration amount and having signed off the Deeds of Possession, there is no cogent ground to dispute the fact that the subject land had become the asset of OSN. Then again when we look at the Information Memorandum, we find that the same also stated that "as per verbal information furnished by the representative of company, the possession of the said land parcel is laying with company i.e. OSN Infrastructure and Projec....
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....rs of CIRP six years back clearly shows that the rights, title and interest in the land had shifted to the Corporate Debtor. 28. We now come to the reliance placed by the Appellant on the judgement of the Hon'ble Apex Court in Suraj Lamps and Industries Pvt. Ltd. Vs State of Haryana (2021) 1 SCC 656 which held that any transaction under an unregistered A2S cannot be given effect to and that no rights can be claimed to have been made in favour of Corporate Debtor basis the A2S. The applicability of this judgment has been duly considered by the Adjudicating Authority in the impugned order. We notice that the Adjudicating Authority in the impugned order has extracted paras 25, 26 and 27 of Suraj Lamp judgment, in which it has been clearly observed by the Hon'ble Apex Court that their decision in the above judgment was to be applicable prospectively and that transactions entered into earlier may not be disturbed. In the facts of the present case, the handing over of the possession of the subject land had taken place on 24.04.2011 while the Suraj Lamp judgment came into play from 10.11.2011. As this judgment had protected all transactions concluded under POAs prior to the date of the....
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....f the Corporate Debtor. However, in doing do, we issue a note of caution to the NCLT and NCLAT to ensure that they do not usurp the legitimate jurisdiction of other courts, tribunals and fora when the dispute is one which does not arise solely from or relate to the insolvency of the Corporate Debtor. The nexus with the insolvency of the Corporate Debtor must exist. 72. Therefore, we hold that the RP can approach the NCLT for adjudication of disputes that are related to the insolvency resolution process. However, for adjudication of disputes that arise dehors the insolvency of the Corporate Debtor, the RP must approach the relevant competent authority. For instance, if the dispute in the present matter related to the non-supply of electricity, the RP would not have been entitled to invoke the jurisdiction of the NCLT under the IBC. However, since the dispute in the present case has arisen solely on the ground of the insolvency of the Corporate Debtor, NCLT is empowered to adjudicate this dispute under Section 60(5)(c) of the IBC." 31. From the sequence of events as they have unfolded in the present case, we find that the resolution plan of the SRA having been approved by....