2026 INSC 104 1

Reportable

IN THE SUPREME COURT OF INDIA

CIVIL APPELLATE JURISDICTION

Civil Appeal No. 13628 of 2025

SATINDER SINGH BHASIN … Appellant

versus

COL. GAUTAM MULLICK & ORS … Respondents

with

Civil Appeal No. 13779 of 2025

&

Civil Appeal No. 13812 of 2025

J U D G M E N T

SANJAY KUMAR, J

1. By order dated 04.12.2023 passed in Company Petition IB (IBC) No.

646/PB/2021, the National Company Law Tribunal, Court – V, New Delhi

Bench

1

, initiated corporate insolvency resolution process under Section 7

of the Insolvency and Bankruptcy Code, 2016

2

, against M/s. Grand

Venezia Commercial Towers Private Limited

3

and M/s. Bhasin Infotech

and Infrastructure Private Limited

4

. Assailing the said order, Company

Appeal (AT)(INS) Nos.1593 and 1594 of 2023 came to be filed before the

1

For short, ‘the NCLT’

2

For short, ‘the Code’

3

For short, ‘Grand Venezia Ltd.’

4

For short, ‘Bhasin Ltd.’

2

National Company Law Appellate Tribunal, Principal Bench, New Delhi

5

.

Ashok Kumar, the appellant in Company Appeal (AT)(INS) No.1593 of

2023, is an erstwhile Director of Grand Venezia Ltd., while Satinder Singh

Bhasin, the appellant in Company Appeal (AT)(INS) No.1594 of 2023, is

an erstwhile Director of Bhasin Ltd. On 07.12.2023, the NCLAT took note

of the appellants’ claim that the constructions were complete and the units

were ready to occupy and directed that no further steps should be taken

pursuant to the order admitting the company petition. The appellants were

also directed not to create third party interests in respect of the

respondents’ units. However, by common judgment dated 29.10.2025, the

NCLAT dismissed both the appeals. Civil Appeal Nos. 13779 and 13812

of 2025 were filed by the appellants therein against the said judgment.

2. Notably, during the pendency of the proceedings before the NCLAT,

Satinder Singh Bhasin filed I.A. No. 5936 of 2025 in his appeal seeking

permission to deposit ₹15,62,00,000/- to prove his bonafides. This I.A.

was filed after judgment was reserved in the appeals. By order dated

07.10.2025, the NCLAT rejected his application. Aggrieved, Satinder

Singh Bhasin filed Civil Appeal No. 13628 of 2025.

3. Though Civil Appeal No. 13628 of 2025 filed by Satinder Singh

Bhasin was earlier in point of time, the substantial appeals are the later

5

For short, ‘the NCLAT’

3

ones, i.e., Civil Appeal Nos. 13779 and 13812 of 2025, and we propose

to deal with them in the first instance.

4. Company Petition IB (IBC) No. 646/PB/2021 was filed by 141

individuals against Grand Venezia Ltd. and Bhasin Ltd., the corporate

debtors, seeking initiation of corporate insolvency resolution process

against them under Section 7 of the Code. They claimed to be financial

creditors, being allottees in the commercial complex, named ‘Grand

Venezia Commercial Tower’, which formed part of a composite and

integrated real estate project launched by Bhasin Ltd. in the year 2005.

This project comprised three sections, namely, a luxury five-star hotel,

including integrated office spaces; a mall having food courts, gaming

zones, gondola rides, etc.; and a cineplex for screening of movies. The

petitioners in the company petition were allottees of office spaces. The

land on which this project was to be erected was leased to Bhasin Ltd. by

the Uttar Pradesh State Industrial Development Authority

6

(formerly, Uttar

Pradesh State Industrial Development Corporation). The possession of

the units was to be delivered to the allottees by May, 2013.

5. The complaint of the petitioners before the NCLT was that the units

allotted to them were not made ready and were unfit for occupation. They

asserted that there was no completion certificate provided by the UPSIDA

6

For short, ‘the UPSIDA’

4

in relation to their portion of the project and that the part-completion

certificate which had been issued was only in respect of the showrooms,

food courts, gaming zones and the cinema hall, which were of no

relevance to them. According to them, the corporate debtors had not even

applied for the final completion certificate, as per the RTI reply dated

24.03.2018 received by them from the UPSIDA. They asserted that, as

per the Rules of the UPSIDA, in the absence of a completion certificate

and without the clearance of the UPSIDA, no conveyance/sublease deed

could be executed or registered, and actual possession could not be

delivered. They pointed out that the property in question was leasehold

land and it was necessary that the UPSIDA, being the lessor, and the

developer, being the lessee, confirmed the status of the allottees as

sublessees, by way of tripartite sublease deeds. They relied upon their

allotment letters which posited that possession could not be given without

such tripartite sublease deeds. They further asserted that the developers

had stopped payment of assured returns from January, 2014, though the

same were to be given till final completion was accomplished and tripartite

sublease deeds were executed. They, accordingly, sought initiation of

insolvency proceedings against the corporate debtors.

6. Significantly, Bhasin Ltd. failed to file a reply before the NCLT. Grand

Venezia Ltd., however, filed a reply claiming that it was a broker having

purchase/sale rights of the entire building of which Bhasin Ltd. was the

5

developer. According to it, the petitioners before the NCLT were persons

who had refused to clear their dues and take possession. It alleged that

the corporate debtors had received complete payment of the principal

amounts due from 56 allottees/petitioners but they had failed to pay stamp

duty, while 30 allottees/petitioners had not paid even the principal

amounts. It stated that the hotel in the project was being undertaken by a

separate party while construction of the Grand Venice Mall and Grand

Venezia Commercial Tower was completed by Bhasin Ltd. in 2015. The

completion certificate in that regard was stated to have been issued by

the UPSIDA on 16.04.2015 certifying that the units were completed and,

accordingly, it had issued possession letters to the allottees. Grand

Venezia Ltd. claimed that possession had already been taken by some

allottees, in the light of the UPSIDA’s clarification letter dated 03.03.2017

that the part-completion certificate could be treated as a part-occupancy

certificate. It further claimed that letters had been sent to the allottees,

intimating the compliances achieved and requesting them to initiate the

process of registration of the sublease deeds.

7. After considering the material placed before it and upon hearing the

learned counsel for the parties, the NCLT noted that insofar as admission

of the petition under Section 7 of the Code was concerned, it was

necessary to ascertain whether there was a debt owed to the financial

creditors; whether there was a default with respect to such debt; and, as

6

the financial creditors were allottees of a real estate project, to ascertain

whether they fulfilled the threshold requirement stipulated by Section 7 of

the Code so as to maintain their application.

8. The second proviso to Section 7(1) of the Code prescribes the

threshold requirement in this regard and states to the effect that when the

financial creditors who apply for initiation of corporate insolvency

resolution process are allottees in a real estate project, such an

application should be jointly filed by not less than one hundred such

allottees in the same real estate project or not less than 10% of the total

number of allottees in the same real estate project, whichever is lesser.

9. The company petition was filed on 07.07.2021 by 145 individuals

but as some of them were joint allottees of a single unit, they had to be

counted as one and not as two applicants. An advance copy thereof was

served upon the corporate debtors on 07.06.2021 itself. Thereafter, when

the company petition was returned for curing of defects, 12 allottees who

figured as petitioners in the company petition were removed from the array

of parties and 8 fresh allottees’ names were added. The petition was then

registered and numbered on 22.10.2021 and at that time, 141 allottees

figured therein as petitioners. The petition was listed before the NCLT on

27.10.2021 and notice was issued to the corporate debtors on

21.02.2022. The company petition was admitted on 04.12.2023.

Considering the joint allottees amongst the named petitioners, the NCLT

7

recorded that, in actual terms, allottees of 103 units had filed the petition.

The NCLT noted that settlements were arrived at, subsequently, between

some of those allottees and the corporate debtors and such allottees

withdrew their names from the petition. It was contended by Grand

Venezia Ltd. that 56 such allottees paid the principal amounts in full but

were yet to pay the stamp duty while 30 such allottees had not paid even

the principal amounts, but the NCLT noted that no supporting documents

had been produced in proof of these statements. Reliance was placed by

the NCLT upon the judgment of this Court in Manish Kumar vs. Union of

India

7

, wherein it was held that the required minimum of 100 allottees was

to be ascertained as on the date of presentation of the application and not

at the time of its hearing or admission. In view thereof, the NCLT opined

that as allottees of 103 units had filed the application, it fulfilled the

threshold of a minimum of 100 allottees, in terms of Section 7 of the Code.

10. As to the sine qua non for initiation of insolvency process under

Section 7 of the Code, i.e., whether there was a financial debt with a

corresponding default, the NCLT found on facts that the payment receipts

issued by the corporate debtors evidenced that the allottees had made

payments in connection with the units allotted to them and, therefore, the

existence of the financial debt stood substantiated. As to the plea of Grand

7

(2021) 5 SCC 1

8

Venezia Ltd. that the project had been completed and that it was the

allottees who had failed to take possession of their units, the NCLT

observed that the documents placed before it did not manifest completion

of construction. Further, the NCLT also took note of the reply dated

24.03.2018 of the UPSIDA under the Right to Information Act, 2005, that

the developer had not applied for a final completion certificate and that

only a part-completion certificate had been issued. The NCLT, accordingly,

concluded that the corporate debtors had failed to hand over possession

of the units to the allottees and, in consequence, the default in respect of

the financial debt stood proved.

11. Dealing with the contention advanced on behalf of the corporate

debtors that the application was not maintainable as it sought to initiate

insolvency process against two separate corporate entities by way of one

application, the NCLT noted that the Code was silent on initiation and

conducting of insolvency process of related parties in a consolidated

manner. The NCLT opined that interlinkage of related corporate debtors

would be beneficial for value maximization and to continue such

companies as going concerns after completing their insolvency

processes. Reference was made in this regard to the NCLAT’s decision in

Edelweiss Asset Reconstruction Company Limited vs . Sachet

9

Infrastructure Private Limited

8

. The NCLT, accordingly, admitted the

petition filed against both the corporate debtors. This order of admission

was subjected to appeal by the erstwhile Directors of the corporate

debtors before the NCLAT but, as stated earlier, without success.

12. In the impugned judgment dated 29.10.2025, the NCLAT first dealt

with the contention that two separate legal entities could not be subjected

to insolvency resolution process through a single company petition. It was

argued that, if taken separately, the allottees of the two corporate debtors

would not meet the threshold requirement of 100 allottees stipulated in

Section 7 of the Code. It was also argued that there was no default on the

part of the corporate debtors, as they had executed 21 bipartite lease

deeds with some of the petitioning allottees even before the filing of the

company petition and had also settled with some other allottees by

refunding their amounts to them. According to the appellants, the only

issue that remained was the execution of tripartite sublease deeds by the

corporate debtors, the UPSIDA and the allottees. It was stated that a writ

petition was filed before the Allahabad High Court by the management of

the corporate debtors to sort out this issue. Reliance was placed on the

part-completion certificate dated 16.04.2015 issued by the Executive

Engineer of the UPSIDA and the clarificatory letter dated 27.06.2015

8

2019 SCC OnLine NCLAT 592

10

certifying that the part-completion certificate was issued for the project,

excluding the hotel portion, i.e., it was issued for the multiplex and the

shopping centre. It was pointed out that it was recorded therein that the

building had been constructed with good quality as per the sanctioned

plan. According to the appellants, these documents settled the issue as to

whether the subject portion of the project stood completed or not.

13. The next issue addressed before the NCLAT was whether the

threshold limit of 100 allottees stood satisfied at the time the company

petition was filed. According to the appellants, the allottees of the two

corporate debtors had been clubbed together to bring the number above

the threshold and this was irregular, being contrary to the prescribed

statutory procedure. Another issue that was argued before the NCLAT

was that a single company petition could not have been entertained

against two corporate debtors.

14. The NCLAT noted that no document had been filed in support of the

plea that settlements had been arrived at with some of the petitioning

allottees even prior to the filing of the company petition. In the absence of

such proof, the NCLAT was inclined to accept the finding of the NCLT that

the allottees of 103 units, who had filed the company petition, met the

threshold requirement of a minimum of 100 allottees. While dealing with

the contention that a joint company petition could not be maintained

against two corporate debtors, the NCLAT committed an error by

11

attributing to the corporate debtors something that was stated by the

allottees in their rejoinder in the company petition. By doing so, the NCLAT

mistakenly inferred that the corporate debtors had themselves admitted

that both the companies were controlled by a single management group.

Notwithstanding this mistake, the NCLAT also took into account allotment

letters in favour of allottees which mentioned the names of both the

corporate debtors. Reference was made in one such letter issued by

Bhasin Ltd. to the application submitted by the allottee to Grand Venezia

Ltd. for booking a commercial office space in Grand Venezia Commercial

Tower. On the same lines, the payment receipts issued to the allottees by

Bhasin Ltd. mentioned the payment received from such allottees for

booking spaces in the Grand Venezia Commercial Tower.

15. Significantly, the allotment letter dated 05.08.2006 issued in favour

of Bhasin Ltd. by the UPSIDA, apropos the lease of the subject land,

specifically mentioned that tripartite lease deeds of the built-up premises

had to be executed by the UPSIDA with the ultimate allottees of the

developer, on the request of the developer in writing. Therein, such

allottees were to be shown as the lessees and the UPSIDA would transfer

the proportionate undelivered interest in the land while the developer

would transfer the interest in the built-up space. It was categorically

mentioned in the said allotment letter that the lease deed of the built-up

space would be executed only after issuance of a completion certificate

12

for that built-up space. The NCLAT noted that the admitted position was

that no tripartite deed was executed since 2006 even for a single allottee.

16. The NCLAT also noted that the Code did not prohibit the filing of a

petition for initiating insolvency process against two corporate entities

jointly and referred to its earlier judgment in Mist Avenue Pvt Ltd vs.

Nitin Batra and others

9

. In that case, three companies joined hands to

develop a project. The project was not completed and the companies ran

into rough weather culminating in insolvency proceedings. The NCLAT

held, upon taking a holistic view, that joint insolvency had to be initiated

against all three of them as not doing so would put their allottees to severe

loss and hardship. It was noted that insolvency resolution process in

relation to a real estate project would have different contours and

ramifications and if two or more companies are shown to be closely

connected with the construction and implementation of the project, a joint

petition for initiating insolvency proceedings against such companies

would be maintainable.

17. In this regard, the NCLAT also referred to the Joint Venture

Agreement dated 14.12.2009 between Bhasin Ltd. and Grand Venezia

Ltd. Therein, it was stated that the UPSIDA had allotted land in favour of

Bhasin Ltd. on 05.08.2006; Bhasin Ltd. was constructing a commercial/

9

(2025) 261 Comp Cas 516 = 2023 SCC OnLine NCLAT 2915

13

shopping complex on the said land; Bhasin Ltd. desired to grant exclusive

marketing rights for the purpose of selling units in the said commercial

complex; Grand Venezia Ltd. approached Bhasin Ltd. and expressed its

willingness and consent to do so; Bhasin Ltd. granted exclusive marketing

rights for selling the commercial units constructed by it; and Grand

Venezia Ltd. was authorized to receive and collect payments on behalf of

Bhasin Ltd. only as its agent.

18. This, according to the NCLAT, clearly showed that both the

companies were involved in the project and could not claim to be

independent of each other in relation thereto. The NCLAT also noted that,

though delivery of possession of the units was to be made within five years

from the date of allotment, the same had not taken place till date as no

tripartite sublease deeds had been executed. The NCLAT opined that the

construction had not been completed and found that assured returns

were, admittedly, not paid to allottees since 2014. Reference in that regard

was made to the letter addressed to the allottees by Grand Venezia Ltd.,

stating that the possession of the units would be delivered shortly, as the

structure was nearing completion, but due to a recent slow-down of the

real estate market, the revenue generated was needed and, therefore,

difficulty was being faced in paying the monthly returns to allottees. It was

proposed that, in lieu of the monthly returns for the balance period, i.e.,

upto the date of handing over, extra space would be offered after adjusting

14

the balance amount due from the allottee or the monthly returns would be

adjusted against the outstanding dues for purchase of the unit.

19. The NCLAT also took note of the Status Report dated 11.09.2024

filed by the Interim Resolution Professional appointed by the NCLT on

admission of the company petition, which reflected that the construction

of the project was incomplete. The report reflected that the units from the

3

rd

floor to the 8

th

floor were bare-shell structures with raw concrete and

debris scattered all around and even basic elements, such as doors, were

missing. It was further recorded therein that no constructions had taken

place from the 9

th

floor to the 15

th

floor. Reference was also made to the

NCLAT-appointed-Observer’s Report dated 15.05.2025 and the UPSIDA’s

Report dated 01.05.2025, which affirmed the findings of the Interim

Resolution Professional. Concluding that the construction was not

complete even as on the date of the order, the NCLAT dismissed the

appeals filed by the erstwhile Directors of both the corporate debtors.

20. The core question raised before us on behalf of the appellants is

whether the threshold limit of 100 allottees prescribed by the second

proviso to Section 7(1) of the Code stood fulfilled in the case on hand. It

is contended that, out of the 103 allottees who had applied to the NCLT,

28 allottees had taken possession while 13 allottees were refunded their

monies by the time of passing of the admission order. It is further claimed

that 7 allottees signed settlement deeds but did not take possession due

15

to registration formalities. Therefore, according to the appellants, the

petitioning allottees with unsettled claims were only 55 in number. It is on

this basis that Satinder Singh Bhasin filed an interlocutory application

before the NCLAT, after judgment was reserved in the appeals, offering to

pay ₹15.62 crores to settle the claims of those 55 allottees.

21. However, as noted by the NCLT, no documentary evidence was

produced before it in proof of settlements having been arrived at with any

of the allottees shown as petitioners in the company petition, prior to the

filing thereof. In any event, the day of reckoning stands settled by this

Court in Manish Kumar (supra), wherein it was held that the crucial date

for ascertaining whether the threshold is adequately met is the date of

filing of the petition and not the date of the admission or hearing thereof.

22. Another argument that has been fervently urged is that the allottees

could not have made substitutions in the company petition after the filing

thereof on 07.07.2021, even if the same was returned for curing of

defects. It is the admitted position that alterations were, in fact, made in

the cause-title with regard to the names of the allottees who appeared as

petitioners therein and the refiled petition did not reflect the same names

as were there in the petition initially filed on 07.07.2021. As an advance

copy of the earlier petition was sent to the corporate debtors on

07.06.2021, the appellants would contend that such changes were made

without the authority of law. They assert that the same amounts to an

16

abuse of process, warranting rejection of the company petition in limine.

We may note, at this stage, that this argument was not advanced either

before the NCLT or even before the NCLAT. However, we propose to deal

with the same as it touches upon and impacts the maintainability of the

company petition. In this context, Rule 28 of the National Company Law

Tribunal Rules, 2016

10

, assumes significance. It reads as under:

“28. Endorsement and scrutiny of petition or appeal or document.-

(1) The person in charge of the filing counter shall immediately on receipt

of petition or appeal or application or document affix the date stamp of

Tribunal thereon and also on the additional copies of the index and return

the acknowledgement to the party and he shall also affix his initials on

the stamp affixed on the first page of the copies and enter the particulars

of all such documents in the register after daily filing and assign a diary

number which shall be entered below the date stamp and thereafter

cause it to be sent for scrutiny.

(2) If, on scrutiny, the appeal or petition or application or document is

found to be defective, such document shall, after notice to the party, be

returned for compliance and if there is a failure to comply within seven

days from the date of return, the same shall be placed before the

Registrar who may pass appropriate orders.

(3) The Registrar may for sufficient cause return the said document for

rectification or amendment to the party filing the same, and for this

purpose may allow to the party concerned such reasonable time as he

may consider necessary or extend the time for compliance.

(4) Where the party fails to take any step for the removal of the defect

within the time fixed for the same, the Registrar may, for reasons to be

recorded in writing, decline to register the pleading or document.”

23. The above Rule reflects that the registration of the pleading or

document, as the case may be, is to take place only after the removal of

the defects therein. Rule 28(2) makes it clear that if, upon scrutiny, the

appeal or petition or application or document is found to be defective, the

10

For short, ‘NCLT Rules’

17

same should be returned to the party for compliance. However, Rule 28(3)

goes further and states that a party may be allowed to not only rectify but

also amend such returned appeal or petition or application or document.

Rule 28(4) manifests that it is only after the refiling, upon curing of the

defects, that the Registrar would register the pleading or document. Rule

29 of the NCLT Rules is titled ‘Registration of proceedings admitted’ and

states that on admission of an appeal or petition or caveat or application,

the same shall be numbered and registered in the appropriate register

maintained in that behalf and the number shall be entered therein.

24. Ergo, the mere filing of the company petition on 07.07.2021 did not

result in the same being ‘registered’ on the file of the NCLT and it was only

after rectification/amendment of the petition and upon its refiling, with the

defects therein cured, that the same would have been registered. Notably,

in Surendra Trading Company vs. Juggilal Kamlapat Jute Mills

Company Limited and others

11

, this Court held that till the objections in

an application filed under Sections 7, 9 or 10 of the Code are removed, it

is not to be treated as an application validly filed, as it is only after the

application is complete in every respect that it is required to be

entertained. Therefore, the alteration in the memorandum of parties in the

company petition after it was filed on 07.07.2021, but returned for curing

11

(2017) 16 SCC 143

18

the defects therein, did not amount to an abuse of process as is being

contended by the appellants. It was only after ‘registration’ of the company

petition takes place under Rule 28(4) of the NCLT Rules that it would have

been impermissible for the petitioning allottees to make any changes

therein without the leave of the NCLT. As the changes in question were

made by them prior to that event, no adverse inference can be drawn

against them to non-suit them on that ground. Reliance placed on Gurdial

Singh and others vs. Raj Kumar Aneja and others

12

is of no avail to

the appellants as the ratio laid down therein that a pleading, once filed,

forms part of the Court record and could not be touched/modified/

substituted/amended except with the leave of the Court, has no

application on facts, in the light of the procedure prescribed under the

NCLT Rules.

25. As regards the contention that a joint company petition could not

have been filed for initiation of insolvency process against two separate

companies, we may note that the letter of allotment, in relation to the

leased land, was issued by the UPSIDA on 05.08.2006 in favour of Bhasin

Ltd alone. The project was, therefore, to be undertaken essentially by

Bhasin Ltd. It was only thereafter, i.e., on 14.12.2009, that Bhasin Ltd.

entered into an agreement with Grand Venezia Ltd., granting it marketing

12

(2002) 2 SCC 445

19

rights in relation to the sale of units in the project. It is a matter of record

that the two companies had common directors, including Satinder Singh

Bhasin, for some length of time. Further, demand notices and possession

letters were issued by Bhasin Ltd. to the allottees of Grand Venezia Ltd.

and the correspondence/communications with the allottees were by both

the companies interchangeably. Payment receipts also manifested the

same. These documents formed part of the company petition.

26. Further, in its reply dated 07.07.2022 filed before the NCLT in the

company petition, we find that Grand Venezia Ltd. had stated that it was

a ‘highly reputed marketer’ and had acquired exclusive marketing rights

for selling the units in the commercial complex constructed by Bhasin Ltd.,

vide the Agreement dated 14.12.2009. This claim stands decimated by

the fact that Grand Venezia Ltd. was incorporated and came into

existence only in November, 2009, barely a month earlier. It, therefore,

had no reputation or experience as a marketer, so to speak of, and

appears to have been incorporated only for the purpose of entering into

an agreement with Bhasin Ltd. in relation to the subject project. Before us,

the appellants have stated that Grand Venezia Ltd. purchased 1,114 units

in the project from Bhasin Ltd. on 31.03.2016 for ₹218 crores. There is,

thus, no possibility at this stage for either company to say that they are

not jointly liable to the allottees of the project. The NCLT and the NCLAT

were, therefore, justified in concluding that the corporate debtors were

20

intrinsically linked and that it would be in their interest to have a joint

insolvency process so as to maximise asset realisation.

27. Significantly, in Edelweiss Asset Reconstruction Company Ltd.

(supra), the NCLAT was dealing with five companies which had jointly

undertaken development of a township. The NCLAT opined that a ‘Group

Corporate Insolvency Resolution Process’ proceeding was required to be

initiated against all five of them in such circumstances. This order stood

confirmed, when Civil Appeal (Diary) No. 1010 of 2020, challenging the

same, was dismissed by this Court on 10.02.2020. Earlier, in Mamatha

vs. Amb Infrabuild P. Ltd. and others

13

, the NCLAT had observed that if

two corporate debtors collaborate and form an independent corporate

entity for developing land and allotting premises to allottees, the

application under Section 7 of the Code would be maintainable against

both of them jointly and not individually against one or the other. This

judgment was confirmed by this Court when the Civil Appeal filed by one

of the corporate debtors was dismissed, vide the order reported in AMB

Infrabuild P. Ltd. vs. Mamatha and another

14

. The argument that these

were two completely independent and separate companies, therefore,

falls to the ground. In any event, as they were jointly answerable to the

allottees, the filing of a single company petition against them was justified.

13

(2019) 5 Comp Cas-OL 130 = 2018 SCC Online NCLAT 785

14

2019 SCC Online SC 2410

21

28. We may now turn to the claim of the appellants that the construction

was complete and that the units were ready for occupation before the date

of filing of the company petition. According to the UPSIDA, which had

allotted land to Bhasin Ltd. for erecting this project, the construction was

to be put up within 5 years from the date of allotment, which is long past.

The project to be put up on the allotted land was a single project,

comprising a mall up to the 3

rd

floor, commercial spaces from the 3

rd

to the

15

th

floor and a hotel in the adjacent structure. As per Clause 3(p) of the

lease deeds dated 23.08.2006 and 30.09.2009, Bhasin Ltd. was required

to construct the buildings on the leased land within 60 calendar months

from the dates on which the lease deeds were executed or such extended

period of time as was allowed by the UPSIDA in writing. The UPSIDA

asserts that the delay in completion of the project and in execution of

tripartite sublease deeds is attributable to the corporate debtors.

29. The UPSIDA claims that the corporate debtors committed default in

payment of its outstanding dues and had not even furnished to it the final

list of allottees. It further stated that it was never called upon to execute

tripartite lease deeds and, on the other hand, Civil Suit No. 257 of 2018

was filed by Bhasin Ltd. challenging the clauses in the lease deeds which

stipulate that such tripartite lease deeds had to be executed. The suit is

stated to be pending. The list of allottees was communicated to the

UPSIDA for the first time under letter dated 18.04.2024 but it was full of

22

discrepancies and the final undisputed list of allottees is yet to be shared

with it. This was stated to be the sine qua non for execution of tripartite

lease deeds. It was stated that the project does not have a final completion

certificate for the entire construction and the hotel part of the project was

not complete. The UPSIDA asserted that the part-completion certificate

was conditional and was not for the whole project. According to it, affidavit

dated 28.01.2022 was filed in the suit, stating that the part-completion

certificates dated 07.05.2011 and 16.04.2015 were ineffective as the

conditions stipulated therein were not complied with. The UPSIDA further

stated that its dues of ₹54.38 crores were payable by Bhasin Ltd. The writ

petition filed against it by Bhasin Ltd. in that regard was dismissed by the

Allahabad High Court on 08.09.2025, granting liberty to the UPSIDA to

approach the Interim Resolution Professional (IRP) to lodge its claim.

30. In this regard, we may note that Regulation 2.16.0 of the Uttar

Pradesh State Industrial Development Area Building Regulations, 2004,

falling in Chapter-2, titled ‘Procedural Requirements for Building

Permission’, deals with ‘Occupancy Certificate’ and states that no building

erected, re-erected or altered, shall be occupied in whole or in part until

the issuance of an Occupancy Certificate by the Authorised Officer in the

form given in Appendix-11. It is an admitted fact that an Occupancy

Certificate in the prescribed format in Appendix-11 has not been issued by

the UPSIDA till date for the project.

23

31. ‘Handing over/Taking over of possession’ letters issued by Bhasin

Ltd. in favour of allottees, recording delivery of possession of particular

units, have been placed on record. However, we find that some of those

letters pertain to the 1

st

floor of the building, with which the petitioning

allottees in the company petition have no concern. Those letters,

therefore, do not further the case of the appellants. A letter was issued in

relation to a unit on the 7

th

floor in favour of one Sheetal Badhwar but the

undertaking of that allottee records that the sublease deed with the

UPSIDA was yet to be executed. Further, notional possession letters were

also issued to allottees, which are of no significance whatsoever. These

so-called letters of actual delivery of physical possession, in our

considered opinion, have no legal import given the categorical stipulation

by the UPSIDA in its allotment letter and also the lease deeds that physical

possession should not be delivered to allottees without execution of the

tripartite sublease deeds.

32. Though the appellants also place reliance on the part-completion

and part-occupancy letters received from the UPSIDA in 2015 and earlier,

coupled with the notional/physical delivery of possession letters issued to

the allottees, the same have to be construed and understood in the

context of the extant legal regime and the contractual clauses between

the parties. The clauses in the allotment letter dated 05.08.2006 and the

clauses in the lease deeds of the UPSIDA made it clear that possession

24

could not be offered to allottees without tripartite sublease deeds being

executed. This was clarified by the Regional Manager of the UPSIDA in

his letter dated 21.02.2023 addressed to one of the allottees under the

Right to Information Act, 2005. He confirmed therein that no tripartite

sublease deed had been executed in favour of any allottee till that date

and in the event the builders had executed sublease deeds directly in

favour of any allottees, the same would be in clear violation of the terms

and conditions of the allotment letter and the lease deeds.

33. We may note that some of the letters issued in the year 2015 by

Bhasin Ltd. merely offered notional possession to the allottees. Letter

dated 13.10.2015 addressed to Kanwaljeet Singh, one such allottee, is

placed on record in this regard. The part-completion/part-occupancy

letters and the notional/physical possession delivery letters issued to the

allottees, therefore, can be taken to be proof of completion of the

construction in all respects, as is being claimed by the appellants. Further,

their claim in that regard is also belied by the Commissioner’s Report

dated 17.05.2018 filed before the High Court of Delhi in an earlier winding-

up proceeding. Therein, the Commissioner had recorded that none of the

units were ready and fit for occupation as on the date of his inspection.

This report formed part of the record before the NCLAT.

34. Though we would have ordinarily restricted the scope of enquiry in

this regard to documents prior to the date of admission of the company

25

petition and which formed part of the record before the NCLT, we may note

that the appellants secured an interim order from the NCLAT on

07.12.2023 by claiming that the construction was complete and that the

units were ready to occupy. This interim order continued to operate for

nearly two years thereafter. It was during the pendency of the proceedings

that the NCLAT undertook the exercise of verifying this claim of the

appellants and appointed an Observer to visit the premises and submit a

report as to the situation actually obtaining. It was pursuant thereto that

the Observer’s Report dated 15.05.2025 came to be filed before the

NCLAT leading to the dismissal of the appeals on 29.10.2025. We are,

therefore, of the opinion that this report also warrants examination.

35. In his report dated 15.05.2025, the Observer stated that he had

visited the subject premises on 10.05.2025, accompanied by the

representatives of the suspended management of the corporate debtors,

the financial creditors and the UPSIDA. With regard to the units on the 9

th

,

10

th

, 11

th

, 12

th

and 14

th

floors, the Observer noted that only 1 out of the 6

lifts in the office building/commercial tower was working but that lift also

had accessibility only till the 9

th

floor. On that floor, the Observer found that

no units had been constructed and was told by the representative of the

suspended management that no units had been constructed on the 9

th

floor and above till the terrace, i.e., the 15

th

floor. As regards the units on

the 3

rd

, 4

th

, 5

th

, 6

th

, 7

th

and 8

th

floors, the Observer noted that upon reaching

26

the 8

th

floor, he found that the said floor was partly constructed but lacked

basic amenities such as bathrooms, lighting, air-conditioning, etc. No fire

safety equipment was installed on the said floor. Similar was the situation

with the 5

th

, 6

th

and 7

th

floors. On the 4

th

floor, the Observer found that the

unit walls were made of gypsum-like material and not brick. Again, basic

amenities were missing and the Observer opined that it would not be

possible to hand over immediate possession to the allotees of the units

on this floor. The units on the 3

rd

floor were also found to be in the same

condition, as some units did not have partitions between them and a lot of

construction material was stored in one unit. He concluded that, at

present, the commercial tower/office building integrated with the mall was

only partially built and lacked basic amenities. He further stated that the

units situated on all the floors required substantial amount of work to be

done before giving possession to the allotees in a fit and proper state. The

pictures appended to the Observer’s Report in relation to the 3

rd

floor show

that there is no possibility of actual physical possession being delivered of

any unit on that floor to the allotees.

36. Viewed thus in totality, the contention of the appellants that the

construction was completed in all respects and possession was delivered

to some of the petitioning allottees is found to be without merit and factual

foundation. Notwithstanding the letters and documents sought to be relied

upon in that regard, the ground reality is otherwise. Neither has the

27

construction been completed nor could possession of units be delivered

to the allottees without fulfilling all necessary formalities in that regard after

completion of the building in all respects.

37. On the above analysis, we hold that the company petition instituted

under Section 7 of the Code against both the corporate debtors by the

allottees of 103 units was maintainable on all counts. The petitioning

allottees duly established their financial debt and also the default in

connection therewith, inasmuch as the units for which they had paid

valuable consideration were not made ready and delivered to them till

date. We, accordingly, find no error having been committed either by the

NCLT in admitting the company petition or by the NCLAT in confirming the

same in appeal. Hence, Civil Appeal Nos. 13779 and 13812 of 2025 are

bereft of merit and deserve to be dismissed.

38. Insofar as Civil Appeal No. 13628 of 2025 is concerned, the offer

made by Satinder Singh Bhasin, the appellant therein, to deposit a sum

of ₹15.62 crores was based on the premise that the said amount would

suffice to settle the claims of the 55 alleged allottees who, according to

him, still remained in the fray after settlement of the claims of the other

petitioning allottees in the company petition. In the light of what has been

stated by the NCLT and the NCLAT and what we have recorded

hereinabove, this premise is itself found to be without basis. Therefore,

the order passed by the NCLAT rejecting the offer made by Satinder Singh

28

Bhasin, vide the order dated 07.10.2025, does not warrant interference

either on facts or in law. This appeal is equally devoid of merit.

All the three appeals are, accordingly, dismissed.

Pending applications shall also stand dismissed.

.............................., J.

SANJAY KUMAR

..............................., J.

K. VINOD CHANDRAN

January 2, 2026

New Delhi.