Valid restrictions under the Master Lease Deed do not contravene public policy or SEZ Act, ensuring agreements remain enforceable despite challenges to their terms.

ORDER

1) Arshiya Limited, the Corporate Debtor, is undergoing Corporate Insolvency Resolution Process (CIRP) under the Code pursuant to order dated 23.03.2024 passed by this Tribunal.

2) The Corporate Debtor is the Developer of a special economic warehouse zone (free trade and warehousing zone) ("SEZ FTWZ") located at Taluka Panvel, District Raigad pursuant to in principal approval dated 14.11.2008 followed by final approval dated 27.02.2009 granted by Respondent No. 3, and is engaged in the business of providing supply chain and logistics infrastructure solutions, including free trade and warehousing zones (FTWZs), and rail transport operations. Accordingly, the Corporate Debtor enjoys the status of a 'Developer' under the Special Economic Zones Act , 2005 ("SEZ Act") and Special Economic Zone Rules, 2006 ("SEZ Rules").

3) The Corporate Debtor is the sole owner of an area of land admeasuring 57.065 hectares situated at Village Sai, Taluka Panvel, District Raigad ("Larger Panvel Land"). Pursuant to the various approvals and permissions received by the Corporate Debtor, the Corporate Debtor has, so far, developed a total of 7 warehouses being WH-04, WH-08, WH-09, WH- 1 1, WH-12, WH- CODC and WH 03 and infrastructural facilities incidental thereto on the Larger Panvel Land, while the occupation certificates with respect to the first 6 warehouses were received between the years2010-13, and for the last warehouse, i.e., WH03, the occupation certificate was received on 21.05.2021.

4) Prior to commencement of CIRP, the CD had executed a Master Lease Deed dated 03.02.2018 and a Framework Agreement dated 03.02.2018 with Respondent No.1 viz. Ascendas Panvel FTWZ Ltd. (it was at that point in time a group company of the Corporate Debtor over which the Corporate Debtor exercised control) and Respondent No.2. viz. Ascendas Property Fund (India) Pte Ltd. Under these agreements, Respondent No.1 paid an upfront lease consideration of ₹434 crores for six warehouses within the Panvel FTWZ.

5) On 03.02.2018, the Lease Deed was executed inter alia between the Corporate Debtor and Respondent No. 1, whereby leasehold rights in respect of 6 warehouses, namely, WH-04, WH-08, WH- 09, WH-11, WH-12 and WH-CODC was demised on to Respondent No. 1. Further, on 26.07.2019 another lease deed for the 7th warehouse was executed inter alia between the Corporate Debtor and Anomalous Infra Pvt. Ltd., whereby leasehold rights in respect of the 7th warehouse namely, WH 03 were demised on to Anomalous Infra Pvt. Ltd.

6) The applicant has challenged clause 6.24 of the Master Lease Deed, which restricts the CD from selling, leasing, financing or otherwise dealing with 125 acres of reserved SEZ land without prior written consent of Respondent No.1; and the Framework Agreement further grants Respondent Nos.1 & 2 pre-emptive commercial benefits relating to construction financing and leasing of additional warehouses. The Applicant has alleged that no consideration was provided for incorporation of this clause as well as for the Framework Agreement, and the said clause as well Framework Agreement grant de facto control of the Corporate Debtor’s assets to Respondent Nos.1 & 2 thereby suppressing its real enterprise value, thus causing obstruction to a viable resolution plan. It is also challenged on ground of being against public policy.

7) The Intervenor has supported case of the applicant asserting that the impugned contractual restrictions distort competi