The power of attorney holder must execute the sale deed even under pending investigations, as the approved Resolution Plan under the IBC prevails over individual objections without substantiated claims.

ORDER

The present application has been filed by Jasrati Education Solutions Limited (“Applicant”) (formerly known as Educomp Infrastructure & School Management Limited) i.e. the “Corporate Debtor” which is now under the control of the Mr. Paramjit Gandhi, the Successful Resolution Applicant (“SRA”) in terms of the Resolution Plan approved by this tribunal vide order dated 14.12.2020. By this Application, the Applicant is seeking directions against the Respondents for registration of sale deed / transfer deed in respect of agricultural land comprised of various Khasras situated at Village Pata, Tehsil Ramgarh, District Alwar, Rajasthan, (“Subject Land”).

2. The Applicant has impleaded following as Respondents in the present application:

(i) Respondent No.1 - OSN Infrastructure & Projects Pvt. Ltd. – a company which acquired the Subject Land from certain sellers. It was stated that the Respondent No.1 had paid entire consideration pursuant to which the said sellers had handed over the possession to the Respondent No.1. However, the title was not conveyed by executing a ‘Sale Deed’;

(ii) Respondent No.2 is erstwhile director of Corporate Debtor and is the person who was authorized by the sellers of the Subject Land, under duly registered separate power of attorneys, to execute the sale deed on behalf of sellers and get the same registered;

(iii) Respondent No.3 is the Sub-Registrar under whose jurisdiction the Subject Land falls.

(iv) Respondent No.4 is the erstwhile RP of the Corporate Debtor.

3. The Applicant is the Corporate Debtor, but under the new management under implementation of the Resolution Plan.

FACTS OF THE APPLICANT

4. The counsel for the Applicant made following submissions:

(i) The Subject Land was originally owned by the following persons (“Sellers”):

All residents of Village Bada, P.O. Sikandarpur, Tehsil Manesar, District Gurgaon, Haryana- 122001.

(ii) Each of the Sellers had entered into various Memorandums of Understanding all dated January 10, 2011 (“MOUs”), with OSN Infrastructure for the sale of Subject Land. Subsequently, each of the Sellers had entered into various Agreements to Sell, all dated March 16, 2011, with OSN Infrastructure for the sale of Subject Land.

(iii) On March 25, 2011, the Sellers executed their respective and separate ‘Appointment of Nominee Agreement’ thereby appointing the Respondent No.2 as their respective nominee.

(iv) On April 08, 2011, the Sellers had executed their respective and separate ‘General Power of Attorneys’, authorizing the Respondent No.2 to, inter alia, execute the sale deed and/or any other documents/deeds incidental for selling/transferring the Subject Land and to present the same for registration at the competent sub-registrar. From a bare perusal of the ‘General Power of Attorneys’ placed on record, it is noted that these ‘General Power of Attorneys’ were duly registered with the concerned Sub-Registrar.

(v) At the relevant time, the Respondent No.2 was one of the directors of Educomp Solutions Limited, the parent company of the Corporate Debtor as it existed prior to CIRP. The Respondent No.2 was also a director on the board of directors of the Corporate Debtor (under the previous management, prior to CIRP) during the period between September 26, 2013 and May 29, 2015.

(vi) On April 24, 2011, after receipt of entire consideration amount, the Sellers (under their own signatures) handed over the possession of the Subject Land to OSN Infrastructure vide Deed of Possession dated April 24, 2011, executed by each o