TaxTMI 
TaxTMI 
2026 (2) TMI 338
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.... 7. The original Settlement Agreement dated 24-12-2025 duly signed by the "Transcon Skycity Private Limited and Anchor Point Developers Private Limited" respectively be taken on record and shall be kept with the records of this case. 8. The Settlement Agreement and consent terms agreed upon by the parties read thus:- "SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT ("Settlement Agreement" or "Agreement") is made at Mumbai on this 24th day of December 2025: BY AND BETWEEN: THE PARTIES SET OUT IN SCHEDULE 'B' HERETO (hereinafter collectively referred to as the "Anchor Point Group" which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors - in - interest and permitted assigns) of the ONE PART; AND THE PARTIES SET OUT IN SCHEDULE 'C' HERETO (hereinafter collectively referred to as the "Transcon Group" which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors - in - interest and permitted assigns) of the OTHER PART. For the sake of brevity, the Anchor Point Group and the Transcon Group are here....
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.... TERMS OF MUTUAL SETTLEMENT 2. Final Settlement Amount: 2.1. In: (i) lieu of all amounts due from the Transcon Group to the Anchor Point Group under the Earlier Settlement Agreement; (ii) lieu of all amounts standing in the books of accounts of the Transcon Group as payable to the Anchor Point Group; (iii) discharge of any and all other amounts invested by the Anchor Point Group in the Transcon Group; and (iv) discharge of any and all other debts, liabilities, or claims of any nature whatsoever that the Anchor Point Group has against the Transcon Group; the Transcon Group shall pay and has undertaken to pay to the Anchor Point Group, an aggregate amount of Rs. 70,00,00,000/- (Rupees Seventy Crore Only) (as set out in Schedule 'E' hereto) in the manner as set out below (which is over and above the amounts already paid by Transcon Group to Anchor Point Group), along with interest as set out in Clause 2.7 (if applicable), as and by way of a full and final settlement of any and all claims, rights, and entitlements, past, present, and future that the respective Parties have against each other ("Final Settlement Amount/D....
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....t on the respective Due Date as set out in Clause 2.1 above, the Transcon Group have provided to the Anchor Point Group entities post-dated cheques ("PDCs") for their respective amounts mentioned in the table set out in Clause 2.1 above, details whereof are set out in Schedule 'F'. The PDCs have been drawn up subject to applicable TDS as set out below. Upon receipt of the 2nd Instalment and the 3rd Instalment in the manner set out in Schedule E hereto, the respective PDCs shall be handed over by the respective Anchor Point Group to the respective Transcon Group entities. 2.7. It is clarified that in the event, the respective Transcon Group entities fail to make payment of the respective instalments as set out above to the respective Anchor Point Group entities, the respective Transcon Group entities and Mr. Kirti Kedia shall be liable to pay to the respective Anchor Point Group entities, the defaulted amount of the respective instalment/s along with interest at the rate of 15% per annum to be compounded quarterly and the respective Anchor Point Group entities shall be entitled to adopt remedies in law against respective Transcon Group entities and Mr. Kirti Kedia and shall....
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....red Thirty-Nine Only) which was already paid by Transcon Developers to Nismaaya shall be appropriated towards the consideration payable by Tapas to Nismaaya under the Nismaaya Conveyance. Provided further that Tapas and/or Mr. Kirti Kedia (on behalf of Tapas) shall, within a period of 30 days from the payment of the 2nd Instalment of Rs. 20,00,00,000/- (Rupees Twenty Crore Only), deposit the tax deducted at source of Rs. 36,86,021/- (Rupees Thirty-Six Lakhs Eighty-Six Thousand and Twenty-Two Only) and within 30 days of payment of Rs. 13,10,48,444/- (Rupees Thirteen Crore Ten Lakhs Forty Eight Thousand Four Hundred and Forty Four Only) comprised in the 3rd Instalment (as set out in Schedule E hereto) deposit the tax deducted at source of Rs. 13,10,484/- (Rupees Thirteen Lakh Ten Thousand Four Hundred and Eighty-Four Only) with the income tax authorities and hand over the relevant TDS certificates to Nismaaya to enable them to take credit thereof and shall ensure that the same is reflected in the 26AS statement. 3.2. Nismaaya shall address a letter to Tapas recording that pursuant to the Nismaaya Conveyance and receipt of Rs. 49,96,50,583/- (Rupees Forty-Nine Crore Ninety-Si....
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....shall not create any third-party rights in respect of the Nismaaya Properties. 3.9. Tapas shall bear and pay all the expenses for execution and registration (including stamp duty and registration charges) and Goods and Service Tax ("GST") (if any) in respect of the Nismaaya Conveyance, Nismaaya POA, the MOU and its cancellation, Agreement dated August 2021 and Supplemental Agreement dated 17th October 2022 and its cancellation. 4. Yukti Project and Yukti: With the execution hereof, the following is undertaken simultaneously: 4.1. All claims, rights, interest, entitlements, dues of the Transcon Group in respect of the Yukti Project and/or Yukti Property and/or against Yukti stand irrevocably and unconditionally withdrawn. The Transcon Group confirms retirement of Transcon Bellaria LLP, Alleato Mercantiles LLP and Ascencio Realtors LLP from Yukti. 4.2. No amount whatsoever is or shall be due or payable by the Anchor Point Group or Yukti to the Transcon Group. 4.3. The Transcon Group has provided written confirmations from the Yukti Excluded Creditors confirming that there is no subsisting liability or obligation due from Yukti or Anchor Po....
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....d over notarised copies of the same to the respective Anchor Point Group entities. In the event Transcon Group discovers and/or comes into possession/custody of the originals of the documents listed at Serial Nos. 11, 12, 13, 14, 15, 23, 24, 25 of Yukti Project Title Documents 2 (as defined in Schedule 'A' hereto), the Transon Group undertakes to hand over the same to the respective Anchor Point Group entity. There is a covenant for production of original document at Serial Nos. 1 and 2 of the Yukti Project Title Documents 2 under Deed of Conveyance dated 25.02.2020 bearing registration no. 2441 of 2020. Accordingly, the respective Transcon Point Group entity has handed over notarised copies of documents listed at Serial Nos. 1 and 2 of the Yukti Project Title Documents 2 to the respective Anchor Point Group entities. 4.8. The respective Anchor Point Group entity and Yukti shall continue to be liable for the discharge of the Yukti Agreed Liabilities, and the respective Transcon Group entities have no liability or obligation towards the same. 4.9. The respective Transcon Group entities shall render co-operation and sign all the necessary ancillary documents ....
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....Group entities have handed over certified copies of the Transcon Triumph Prior Allotments to the Transcon Developers and state that the original is not available with them and is lost and misplaced. The respective Anchor Point Group entities will hand over the original Transcon Triumph Prior Allotments, if the same is found, to the Transcon Developers. 5.5. No further amount whatsoever shall remain due or payable by Transcon Developers to Anchor Point Developer in respect of Transcon Triumph Project, save and except the amounts payable to Mrs. Sangita Gupta and Mr. Anish Gupta (as provided in Clause 9 below, which are being paid and/or discharged by Transcon Developers simultaneously with the execution hereof). Any amount due and / or payable to Anchor Point Developer in the books of accounts of the Transcon Developers shall not be due or payable to Anchor Point Developer and shall be deemed to be discharged as portion of the Final Settlement Amount. 5.6. The respective Transcon Group entity shall bear and pay all the expenses for execution and registration (including stamp duty, registration and other charges) (if any) and GST (if any) in respect of Transcon Triu....
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....d its cancellation. 7. Nirmohaaya: After payment of the 2nd Instalment and upon deposit of the 3rd Instalment with the Escrow Agent (defined below) as set out in Clause 11.2 below, the following shall be undertaken simultaneously: 7.1. Anchor Point Developer shall execute a Deed of Admission cum Retirement in respect of Nirmohaaya recording the return of loan and capital of Rs. 10,25,50,000/- (Rupees Ten Crores Twenty-Five Lakh Fifty Thousand Only) made by (i) Demand Draft No. 767411 dated 18th December 2025 of Rs. 10,25,00,000/- (Rupees Ten Crore Twenty-Five Lakh Only) and (ii) Demand Draft No. 767412 dated 18th December 2025 of Rs. 50,000/- (Rupees Fifty Thousand Only) drawn on RBL Bank issued by Om Samruddhi to Nirmohaaya (without any tax deducted at source) as part of the 1st Instalment, in the manner set out in Schedule E hereto. It is clarified that the above amount of Rs. 10,25,50,000/- (Rupees Ten Crores Twenty-Five Lakh Fifty Thousand Only) is a part of the 1^st Instalment (as set out in Schedule E hereto) paid by Om Samruddhi to Nirmohaaya and thereafter paid from Nirmohaaya to Anchor Point Developer within 2 working days from the receipt of the 1st Inst....
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....Clause 11.2 below, the following shall be undertaken simultaneously: 8.1. All rights, claims, and entitlements, of any nature whatsoever, of the Anchor Point Developer in respect of the Fortune 500 Project and/or Transcon Skycity shall stand irrevocably and unconditionally cancelled, terminated, revoked, and shall no longer be of any force or effect, against and upon return of amount of Rs. 13,01,57,725/- (Rupees Thirteen Crores One Lakh Fifty-Seven Thousand Seven Hundred Twenty-Five Only) which shall be paid and/or discharged as a part of the 3rd Instalment (forming portion of Final Settlement Amount) (without any deduction of TDS) by Transcon Skycity to Anchor Point Developer, in the manner set out in Schedule E hereto. It is clarified that there is no applicable deduction of TDS for these amounts. 8.2. The Fortune 500 Prior Agreements shall stand irrevocably and unconditionally cancelled, terminated, revoked, and shall not have any force or effect. 8.3. No further amounts whatsoever shall be due or payable by Transcon Skycity to Anchor Point Developer in respect of the Fortune 500 Project. 8.4. The respective Transcon Group entity i.e. Transco....
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....5/- (Rupees Three Crore Six Lakh Thirty-Four Thousand Eight Hundred Thirty-Five Only) and other payments made earlier to Anish Gupta respectively, with the income tax authorities and hand over the relevant TDS certificates to Sangita Gupta and Anish Gupta to enable them to take credit thereof and shall ensure that the same is reflected in the 26AS statement. 9.3. The respective Transcon Group entity shall bear and pay all the expenses for execution and registration (including stamp duty, registration and other charges) and GST (if any) on the aforesaid allotment of flats, tenancy and its cancellation and one time settlement. 10. General: It is agreed that: 10.1. Upon payment of the respective instalments forming part of the Final Settlement Amount, the respective Anchor Point Group entities shall have no right or claims of any nature against the respective Transcon Group entities or any of the assets or properties of the respective Transcon Group entities, and the respective Transcon Group entities shall have no right or claim of any nature whatsoever against the respective Anchor Point Group entities or any of the assets or properties of the respective A....
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.... shall render necessary co-operation to each other to fully effectuate the transaction consummated herein. 11.2. It is clarified that upon completion of the adjudication process for Nismaaya Conveyance and payment of requisite stamp duty thereon, the Transcon Group entities i.e. Transcon Skycity and Tapas/Mr. Kirti Kedia shall deposit the demand draft/s for the 3rd Instalment with an escrow agent (to be mutually appointed by advocates of the Parties within 15 days from the date of execution hereof) ("Escrow Agent"), on or before 26th February 2026 and within 2 working days thereafter i.e. on Due Date, the Parties shall execute and register the Nismaaya Conveyance along with the Nismaaya POA and also complete the other formalities in respect of Nirmohaaya as set out in Clauses 7.1 to 7.7 above. Upon completion of the registration formalities for Nismaaya Conveyance and Nismaaya POA and formalities in respect of Nirmohaaya as set out in Clauses 7.1 to 7.7 above, the Escrow Agent shall handover the demand draft/s for the 3rd Instalment to the respective Anchor Point Group entities (as set out in Schedule E). The respective Anchor Point Group entities undertakes to comply with....
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....vil Appeal No. 10114 of 2025 before Hon'ble Supreme Court of India shall stand settled in terms of this Settlement Agreement by filing consent terms. 12.2 All the Pending Proceedings as set out in Schedule 'D' (i.e. other than Commercial Suit (L) No. 21024 of 2025 and Suit No. 126 of 2025 and Civil Appeal No. 10114 of 2025), shall be kept in abeyance/pending till payment of the 2nd Instalment (in the manner stated in Schedule 'E' hereto), against which payment, all the other Pending Proceedings shall be disposed of in terms of this Settlement Agreement. Accordingly, all allegations and claims made by the Parties against one another in pleadings and in correspondence and otherwise howsoever shall stand withdrawn. 12.3 This Settlement Agreement shall be filed as and by way of consent terms before the Hon'ble Supreme Court of India in Civil Appeal No. 10114 of 2025 [Transcon Skycity Private Limited v. Anchor Point Developer Private Limited] and before the Hon'ble Bombay High Court in Commercial Suit (L) No. 21024 of 2025 and Suit No. 126 of 2025, with a request to the Hon'ble Supreme Court of India and Hon'ble Bombay High Court to pass an order in terms of this Settl....
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....esence of... 1. 2. SIGNED AND DELIVERED by within named Mr. Anil Mahabir Gupta, in the presence of... 1. 2. SIGNED AND DELIVERED by within named Mr. Anish Anil Gupta, in the presence of... 1. 2. SIGNED AND DELIVERED by within named Mrs. Sangita Anil Gupta, in the presence of... 1. 2. SIGNED, SEALED and DELIVERED by within named Yukti Infraprojects LLP through its Authorised Signatory, Mr. Sunil Panchal authorised vide Resolution dated 2nd December, 2025 in the presence of... 1. 2. SIGNED, SEALED and DELIVERED by within named Transcon Developers Pvt. Ltd. [formerly, Transcon Triumph Phase 2 Pvt. Ltd.] through its Authorised Signatory, Mr. Paresh Vayeda authorised vide Resolution dated November 19, 2025, in the presence of... 1. 2. SIGNED, SEALED and DELIVERED by within named Transcon Skycity Pvt. Ltd. through its Authorised Signatory, Mr. Paresh Vayeda authorised vide Resolution dated February 2, 2024, in the presence of... 1. 2. SIGNED, SEALED and DELIVERED by within named PK Fortunes LLP through....
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....Tower 1 in favour of SKS Infrabuild Pvt. Ltd. 2. Letter of Allotment dated 18^th October 2022 for allocation of area admeasuring 20,000 sq.ft in the building Transcon Fortune 500 Tower 1 in favour of SKS Infrabuild Pvt. Ltd. 3. Nirmohaaya Nirmohaaya Infrabuild LLP 4. Nirmohaaya Documents 1. Original of Deed of Admission cum Retirement dated 23^rd August 2021. 2. Supplementary Agreement dated 20^th June 2022. 3. Original LLP Agreement and all amendments/arrangements since incorporation including but not limited to the above documents. 4. Bank statements and confirmation of closure of all existing bank accounts; 5. Taxation records, including details of assessments, Income Tax portal login credentials, all filed Income Tax Returns, and Tally backups; 6. Original Unregistered Development Agreement executed with Om Samrudhi 7. Copies of all forms and filings submitted to the Registrar of Companies (ROC) to date; 8. Original Signed Balance Sheet or Statement of Accounts till date 9. PAN Card, GST Certificate, Common seal 10. Any other records or documents relevant to the LLP's operations. 5. Nismaaya Nismaaya Infrabuild LLP 6. ....
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..... Bhavna Bhupendra Shah 6. Mr. Jatin Bhupendra Shah 7. Mr. Kunal Bhupendra Shah 8. Mrs. Heena Bharat Shah 9. Mrs. Niki J. Kanani 10. Mr. Ankit Bharat Shah 11. Mr. Subhash Tulsiram Gupta 10. Nismaaya Properties Title Documents 1. Deed of Conveyance dated 30^th December 2021 registered before the Sub-Registrar of Assurances at Andheri-7 bearing Sr. No. BDR18-562-2022 executed between Mr. Mukesh Chunnilal Shah and Byramjee Jeejeebhoy Pvt. Ltd. M/s Blasie Civil Contractor and Nismaaya Infrabuild LLP in respect of First Property (defined above); 2. Deed of Conveyance dated 8^th December 2021 registered before the Sub-Registrar of Assurances at Andheri-2 bearing Sr. No. BDR4-11311-2021 executed between Jitendra Chunilal Shah & Ors., Mrs. Chanda Phoolchand Gupta and Mr. Subhash Tulsiram Gupta as Confirming Parties and Nismaaya Infrabuild LLP in respect of Second Property (defined above); 3. Deed of Conveyance dated 15^th June 2022 registered before the Sub-Registrar of Assurances at Andheri-6 bearing Sr. No. BDR17-9544-2022 executed between Byramjee Jeejeebhoy Pvt. Ltd., Mr. Mukesh Chunnilal Shah. M/s Blasie Civil Contractor and Josva D'Cruz Samson and Nis....
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....square meters, (ii) 704/47 (part) admeasuring 1.24 square meters, (iii) 704/48 (part) admeasuring 1.77 square meters, (iv) 705 (part) admeasuring 105.12 square meters, (v) 720/A/5 (part) admeasuring 141.84 square meters, (vi) 720/A/5 (part) admeasuring 145.43 square meters, (vii) 720/143 admeasuring 28.70 square meters, (viii) 720/144 admeasuring 18.50 square meters, (ix) 720/145 admeasuring 6.10 square meters, (x) 720/146 admeasuring 20.10 square meters, (xi) 720/147 admeasuring 8 square meters, (xii) 720/148 admeasuring 10.7 square meters, (xiii) 720/149 admeasuring 9.60 square meters, (xiv) 720/150 admeasuring 23.4 square meters, (xv) 720/151 admeasuring 7.50 square meters, (xvi) 720/152 admeasuring 10.70 square meters, (xvii) 720/153 admeasuring 9 square meters, (xviii) 720/154 admeasuring 10.50 square meters, (xix) 720/155 admeasuring 15.60 square meters, (xx) 720/156 admeasuring 9.20 square meters, (xxi) 720/157 admeasuring 9.40 square meters, (xxii) 720/158 admeasuring 8.90 square meters, ....
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....4. Transcon Skycity Transcon Skycity Private Limited. 25. Yukti Yukti Infraproject LLP 26. Yukti Agreed Liabilities PART - A: DETAILS AND PARTICULARS OF THE IDENTIFIED YUKTI LIABILITIES Yukti Project - Sold Committed Area Sr.No Name of the Person CA sf Tower Remark 1. Ronnie 1,360 T1 Registered Document 2. Jude 680 T1 MOU entered dated 12^th January 2023 for 2BHK flat of 680 sq. ft. in T1 for Rs. 1,15,00,000/- 3. Wilfred 450 T3 MOU entered dated 8^th March 2023 for 1 BHK flat of 450 sq. ft. in T3 for Rs. 50,00,000/- 4. Nityanand 25 T4 Document is in progress 5. Icon Balance 1,700 As per Regd Icon Conveyance Agreement 6. Tejinder Singh 680 Sub Total: 5,120 7. Sai Link Society 19,091 Regd DA Grand Total: 24,211 Yukti Infraprojects LLP Statement of Liabilities as on 31.10.2023 Name of the Party Nature Amount Rishi Construction Company Supply of JCB & Labour 49,608....
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....S Liability 3,32,768 Total: 2,45,34,907 Note: Yukti Infraprojects LLP will bear additional expenditure to a maximum amount upto Rs 1,00,00,000/- (Rupees One Crore only) over and above (Rs. 2,45,34,907/-) as listed above for the project before 31st Oct-2023. 27. Yukti Excluded Creditors 1. Seksaria Confectioneries Private Limited 2. Aditya Jhunjhunwala 3. Madhu Deora 4. Raghav Deora 5. Rajesh Kumar Deora 6. R. S. Electricals 7. Sachin Gupta 8. Swarnima Rasesh Mahadevia 9. Yogesh Deora It is clarified that the necessary letters have been obtained from Yukti Excluded Creditors as provided in Clause 4.4 of this Settlement Agreement and the same has been handed over to the respective Anchor Point Group entity. 28. Yukti Project A real estate project being undertaken by the Anchor Point Group on the following land: - (i) All those pieces and parcels of land bearing CTS No.189/A, admeasuring 1172.2 square meters, 189/B admeasuring 498.6 square meters, 189/C admeasuring 470 square meters, and 189/D admeasuring 216.1 square meters, 200 admeasuring 2425.6 square meters and 213/C adme....
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....duly executed & Notarised between Transcon Nellaria LLP & Alleato Mercantiles LLP & Ascencio Realtors LLP & Anchor point Developer Pvt Ltd (Formerly known as SKS Infrabuild Pvt Ltd) & Anish Gupta. 9. Deed of Conveyance dated 25.02.2020 executed between Transcon Sheth Creators Pvt. Ltd. and Yukti Infraprojects LLP registered with Sub-Registrar of Assurances under sr. no 2441 of 2020. 10. Original Registered POA dated 25.02.2020 bearing Registered no 2442 of 2020. 11. Deed of Conveyance dated 04.03.2022 executed between Icon Enterprises and M/s Shreeji Constructions and Mr. Kishor Prabhakar Dhiwar to Yukti Infraprojects LLP registered with Sub-Registrar of Assurances under Sr. no 4734 of 2022. 12. Original irrevocable Power of Attorney dated 04.03.2022 given by Icon Enterprises and Yukti Infraprojects. 13. Original irrevocable POA dated 04.03.2022 bearing No 4743 of 2022 executed between Shreeji constructions in favour of Yukti Infraprojects. 14. Original Declaration cum Indemnity Icon through its partner Mr Arvind Shah and Mr Jayesh Jobalia. 15. Original letter dated 24.09.2022 from Mukesh Bhatia to Icon Enterprises and Yukti Infraprojects. 16. Original lette....
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....ered with the Sub-Registrar of Assurances at Bandra under Serial No. 1882 of 1995 executed between Smt. Mary Magdeline D'souza and 2 Ors. in favour of P. K. Patel 10. Original Deed of Conveyance dated April 4, 1995, registered with the Sub-Registrar of Assurances at Bandra under Serial No. 1883 of 1995 executed between Smt Virgin Willium D'souza and 9 ors in favour of P.K. Patel 11. Notarized Deed of Conveyance dated April 27, 2012, registered with the Sub-Registrar of Assurances at Bandra under Serial No. 6370 of 2012. 12. Notarised Deed of Conveyance dated October 8, 2012, registered with the Sub-Registrar of Assurances at Bandra under Serial No. 8642 of 2012. 13. Copy of Agreement for Permanent Alternate Accommodation dated 12.08.2022 executed between Mr. Ronnie Menezes and Yukti duly registered at Serial no. BRL-6/172826 of 2022. 14. Copy of Memorandum of Understanding dated 08.03.2023 executed between Wilfred D'Souza and Yukti. 15. Notarised Memorandum of Understanding dated 12.01.2023 executed between Mr. Jude Willium D'Souza and Yukti and Om Sam Wilfred D'Souza and Anr., Yukti and Om Samruddhi. 16. Original Consent dated 21.02.2023 by Mr. Wilfred D'Souza....