NCLAT Restores RP's Authority Over Ananta Residency, Holds Halwasiya Cannot Claim Ownership Through Unregistered Development Agreement
NCLAT partly allows four IBC appeals, sets aside NCLT's finding that project Ananta Residency became Halwasiya's asset, and directs full document access to the Resolution Professional.
The National Company Law Appellate Tribunal's Principal Bench, in a judgment authored by Chairperson Justice Ashok Bhushan, has partly allowed four connected appeals arising from the Corporate Insolvency Resolution Process of Andes Town Planners Pvt. Ltd. The Tribunal set aside the NCLT New Delhi's order dated 17 December 2024, which had rejected the Resolution Professional's application and held that project Ananta Residency had become an asset of the developer Halwasiya Developments Pvt. Ltd. The NCLAT held that Halwasiya acquires no ownership rights through an unregistered Development Management Agreement and an unregistered Power of Attorney, that the lender's mortgage charge created in 2014 continues to subsist over the project, and that the Resolution Professional was fully entitled to seek information and access under Section 19(2) read with Section 60(5) of the Insolvency and Bankruptcy Code, 2016.
The Dispute Before the Tribunal
The corporate debtor, Andes Town Planners Pvt. Ltd., owns a plot of 73,018.74 sq. mtrs. at Vibhuti Khand, Gomti Nagar, Lucknow, transferred to it by UP Township Private Limited in July 2008. On 29 September 2014, the corporate debtor took a loan of Rs. 90 crore from Dewan Housing Financial Corporation Limited. To secure the facility, a registered Mortgage Deed dated 1 October 2014 was executed, creating an exclusive mortgage over the entire land, unsold units, and all receivables of the project, including project Ananta Residencies.
In January 2018, the corporate debtor entered into a Development Management Agreement with Halwasiya, appointing it as Development Manager for a portion of the land measuring 4,623.92 sq. mtrs. to construct what was referred to as the New Tower or Stylus Tower. An unregistered Power of Attorney was also executed on the same date. A Consortium Agreement dated 5 September 2020 followed, under which Halwasiya was the Lead Developer and the corporate debtor was a Consortium Member.
The CIRP commenced on 2 March 2023 on a Section 7 application filed by Piramal Capital and Housing Finance Limited, successor in interest to DHFL. The admitted claim of the financial creditor totalled Rs. 2,25,04,42,092. After CIRP commenced, the Resolution Professional Ashok Kumar Gupta found Halwasiya in possession of the Ananta Residencies project and sought handover of possession and project documents. Halwasiya refused, asserting its rights under the Development Agreement.
Three interlocutory applications were decided by NCLT New Delhi, Court III, by the impugned order of 17 December 2024: I.A. No. 3739 of 2023 filed by the Resolution Professional was rejected; I.A. No. 5252 of 2023 filed by Halwasiya was allowed; and I.A. No. 6314 of 2023 filed by homebuyers seeking exclusion of Ananta Residencies from the CIRP was dismissed.
The Appellants and Their Case
Four sets of appeals were filed before the NCLAT. Phoenix ARC Pvt. Ltd., acting as trustee and member of the Committee of Creditors, challenged all three IA orders and sought their reversal. CIS Infrastructure LLP, which had been allotted 16 residential units in the project by registered sale deeds, challenged the NCLT's findings and sought a declaration that its 16 units are not assets of Halwasiya. Dr. Shravan Kumar Vishnoi, Authorised Representative of the financial creditors who are homebuyers, challenged the allowance of Halwasiya's application and sought restoration of a unified CIRP for all creditors. The Resolution Professional himself challenged the rejection of his application and sought directions to stop construction and obtain possession.
Senior Advocate Amit Chadha, appearing for Phoenix ARC, argued that the Development Agreement was executed without obtaining a No Objection Certificate from the financial creditor, as was expressly required under Clause 4.1.4 of the Development Agreement itself. The entire land and project being mortgaged, no further encumbrances could be created. An unregistered Development Agreement and an unregistered Power of Attorney could not create any rights in immovable property. The NCLT's observation that the project had become an asset of Halwasiya within the meaning of Section 3(27) of the IBC was, he submitted, wholly erroneous.
Senior Advocate Gopal Jain, for the Resolution Professional, submitted that the application under Section 19(2) read with Section 60(5) was fully maintainable. Halwasiya, as a party with a contract with the corporate debtor, was squarely covered by the expression “any other person required to assist or cooperate” in Section 19(2). The mere existence of a Development Agreement could not exclude the project from the CIRP.
Counsel for CIS Infrastructure LLP pointed out that the company had never been made a party to any of the three applications before the NCLT, yet the NCLT had recorded Halwasiya's submission that the corporate debtor had no right to execute sale deeds in favour of CIS Infrastructure LLP. Directions affecting its rights were issued without hearing it.
Halwasiya's Position
Senior Advocate Vivek Kohli, appearing for Halwasiya, argued that the initiation of CIRP does not nullify an existing contract. Under Section 20(2)(b) of the IBC, contracts entered into before CIRP continue and the Resolution Professional has power only to amend or modify them. The Development Agreement dated 19 January 2018 was a continuing contract and the Resolution Professional was obliged to honour the corporate debtor's obligations under it. Halwasiya had spent more than Rs. 32 crore on construction and the project was 96.50% complete as per Architect's and Engineer's Certificates placed before the NCLT.
Kohli conceded before the NCLAT that Halwasiya was not claiming ownership rights in units already allotted to existing allottees, and undertook to complete construction and hand over possession to existing allottees upon payment of balance amounts. Halwasiya's claim was confined to unsold units as provided under the Development Agreement. He relied on the Supreme Court's judgments in Sushil Kumar Agarwal v. Meenakshi Sadhu – (2019) 2 SCC 241 and Victory Iron Works Ltd. v. Jitendra Lohia – (2023) 7 SCC 227, as well as the Supreme Court's decision in A A Estates Pvt. Ltd. v. Kher Nagar Sukhsadan Co-operative Housing Society Ltd. decided on 28 November 2025, to support the proposition that development rights constitute property and assets under the IBC.
The Legal Questions Framed
The NCLAT identified seven questions for determination: whether the RP's application under Section 19(2) read with Section 60(5) was maintainable against Halwasiya; whether Halwasiya could claim ownership rights through the Development Agreement, Power of Attorney, and Consortium Agreement; whether the RP had made out a case for the prayers sought; whether the lender's mortgage charge continued despite the Development Agreement; whether Halwasiya was entitled to complete construction; whether the conversion of the project from residential-cum-commercial to commercial was in accordance with law; and what relief the appellants were entitled to.
How the Tribunal Reasoned
On maintainability, the NCLAT held that Section 19(2) uses very wide language, obliging “any other person required to assist or cooperate” with the Resolution Professional. Halwasiya, having a contract with the corporate debtor, fell squarely within this expression. Halwasiya had itself stated in its letter of 15 May 2023 that the Resolution Professional was obliged to permit continuance of construction. The NCLT's reliance on Tata Consultancy Services Ltd. v. Vishal Ghisulal Jain – (2022) 2 SCC 583 to hold that the dispute was purely contractual and the application under Section 60(5) was misconceived was held to be unsustainable. The corporate debtor's ownership rights were undisputed, and the existence of a development agreement could not take the assets outside the CIRP process.
On ownership rights, the Tribunal drew a sharp distinction between the facts before it and the cases relied upon by Halwasiya. In Victory Iron Works and K.H. Khan v. Art Constructions, the CIRP had commenced against the entity that held development rights. In the present case, the CIRP had commenced against the corporate debtor, which admittedly owned the entire land including the 4,623.92 sq. mtrs. on which Ananta Residencies was being built. The Development Management Agreement dated 19 January 2018 and the Power of Attorney dated 19 January 2018 were both unregistered documents. Relying on the Supreme Court's judgment in Shakeel Ahmed v. Syed Akhlaq Hussain – (2023) 20 SCC 655, the Tribunal held that no right, title, or interest in immovable property can be created by an unregistered document. The Consortium Agreement of 5 September 2020, though registered, did not create any interest or title in favour of Halwasiya. The NCLT's observation in paragraph 39 of its order — that the project had become an asset of Halwasiya within the meaning of Section 3(27) of the IBC — was held to be unsustainable and was set aside.
On the mortgage charge, the Tribunal noted that the Development Agreement itself, in Clause 7.1, acknowledged the Mortgage Deed of 1 October 2014, and Clause 4.1.4 expressly required the corporate debtor to obtain an NOC from DHFL before the Development Agreement could operate. No such NOC was ever obtained. The charge of the lender therefore continued on the project Ananta Residency, and Halwasiya could not claim any exclusive right to sell unsold units.
On construction, the Tribunal declined to direct stoppage. With 96.50% of the work complete and homebuyers having invested in the project, stopping construction was not in the interest of any stakeholder. The Supreme Court's observation in Apex Heights Pvt. Ltd. v. Ram Kishor Arora decided on 5 February 2026 — that the primary consideration is to protect the interests of homebuyers — was noted. Halwasiya was permitted to complete construction, but the Resolution Professional was held entitled to full supervisory access, all information, and all project records.
On the conversion of the project from residential-cum-commercial to commercial, the Tribunal declined to express any opinion. The issue had not been raised in any of the three applications before the NCLT, no relief had been sought on it, and the challenge to the revised plan approved by the Lucknow Development Authority by order dated 8 July 2025 was already pending before the Allahabad High Court in Writ Petition No. 7740 of 2025 filed by CIS Infrastructure LLP.
Order
The NCLAT partly allowed all four appeals. The order dated 17 December 2024 in I.A. No. 3739 of 2023 was set aside. The application was held maintainable and was disposed of with a direction that Halwasiya Developments Pvt. Ltd. must provide all details, documents, and information of the project to the Resolution Professional for carrying out the CIRP. Halwasiya is to complete the project but must give the Resolution Professional access to the project.
The NCLT's finding that project Ananta Residency had become the asset of Halwasiya was set aside. It was held that the project continues to be owned by the corporate debtor. The lender's charge created by the Mortgage Deed dated 1 October 2014 was declared to continue on the project.
The order in I.A. No. 5252 of 2023 allowing Halwasiya's application was affirmed, subject to the clarification that the direction in paragraph 42(iii) of the NCLT order does not preclude the Resolution Professional from obtaining all details, documents, and information of the project from Halwasiya. The dismissal of I.A. No. 6314 of 2023 filed by homebuyers seeking exclusion of the project from the CIRP was upheld. Parties were directed to bear their own costs.