IN THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

C.P.No.10 of 2015 (T.P. (IBC) No.06/BB/2024)

Under Sections 433 (e) & 439 of the Companies Act, 1956

read with Section 434 (1)(c) of the Companies Act, 2013

& Rule 5 of the Companies (Transfer of pending proceedings) Rules 2016

IN THE MATTER OF:

M/s. Sri Balaji Real Estate

R/o. at No.889, ‘C’ Street,

11^th Cross, 3^rd Main, Hoysala Nagar,

Bengaluru – 560 016 … Petitioner

VERSUS

M/s. A.M. Developers (India) Pvt. Ltd.

R/o. at No.4/1, Zenith Chambers, 3^rd Floor,

Off Lalbagh Hosur Road,

Wilson Garden, Bengaluru – 560 027 … Respondent

Order delivered on: 09.09.2025

Coram: 1. Hon’ble Shri Sunil Kumar Aggarwal, Member (Judicial)

2. Hon’ble Shri Radhakrishna Sreepada, Member (Technical)

O R D E R

1. This Petition was filed by the Petitioner on 27.11.2024 for the following reliefs:

a) M/s. A.M. Developers (India) Private Limited, the Respondent herein, be wound

up under the provisions of Section 433 (e) of the Companies Act, 1956 and that the assets of the Respondent be equitably dealt with to discharge the debt owed

to the Petitioner;

b) The Official Liquidator of this Hon’ble Court or some other fit and proper

person be appointed as the Liquidator of the Respondent with all necessary

powers under the provisions of the Companies Act, 2013;

c) Direct the Respondent to pay to the Petitioner the costs of these proceedings.

2. Brief relevant facts of the case as culled out of petition are as follows:

i. The Petitioner carries on business as real estate agents, consultants and brokers. The Directors of the Respondent are also the partners of a partnership firm by name M/s. A.M. Builders and Developers which owned certain lands in Electronic City, Hosur Main Road, Bengaluru.

ii. The Respondent engaged the services of the Petitioner to identify buyers for the lands owned by the partnership firm and agreed to pay the Petitioner a fee/commission of 1% of the value of the sale transaction.

iii. The Petitioner identified the Company by name Titan Company Ltd. to buy the said lands and the partnership firm entered into an Agreement of Sale with the said Company.

iv. The partnership firm and its partners executed a registered Agreement for Sale dated 26.08.2013 to sell portions of the land to Titan Company Ltd as follows:

a. Mr. K.S.M. Shabbir - 4.75 acres (190.28 guntas/2,07,216.58 sq. ft) for Rs.38,33,50,673/-;

b. Mrs. Sherbanu Shabbir - 1 acre 30.25 guntas (70.25 guntas/ 76,502.25 sq. ft.) for Rs.14,15,29,163/-.

v. The Petitioner submits that under the Agreement for Sale, Titan Company Ltd had paid an advance of Rs.15,33,40,269/- to Mr. K.S.M. Shabbir and Rs.5,66,11,665/- to Mrs. Sherbanu Shabbir, totalling Rs.20,99,51,934/-. To secure this amount, Mr. K.S.M. Shabbir and the partnership firm had deposited the original title deeds of the lands with Titan Company Ltd., intending to create a mortgage, as evidenced by the Memorandum Relating to Deposit of Title Deeds dated 27.08.2013.

vi. The Petitioner submits that pursuant to the Agreement for Sale, the partnership firm and its partners sold the following lands to Titan Company Ltd. by Sale Deed dated 23.01.2014 (Document No.ABL-1-06093-2013-14 in CD No. ABLD187 in the office of the Sub-Registrar, Attibele, Anekal Taluk) a copy of which is at Annexure-E a) Mr. K.S.M. Shabbir - 4.68 acres (2,03,676 sq. ft) for Rs.37,80,89,869/-.

b) Mrs. Sherbanu Shabbir - 67.40 guntas (73,398 sq. ft.) for Rs.13,62,50,909/-.

The total consideration received was Rs.51,43,40,778/-.

vii. It is submitted that after the registration of the Sale Deed on 24.01.2014, the Petitioner sent a letter dated 24.01.2014 an Invoice dated 24.01.2014 for Rs.57,79,132/- being the commission of Rs.51,43,407/- on the transaction and Rs.6,35,725/- as service tax, to the Managing Director of Respondent. The Respondent however, neither disputed this liability nor paid the amount. Copies of the letter and invoice are marked as Annexures-F & G respectively.

viii. The Petitioner did not receive any payment from the Respondent d