NCLT lacks jurisdiction to adjudicate pre-CIRP title disputes, mandating civil court resolution for issues concerning ownership and forged documents.

ORDER

This Interlocutory Application has been filed by the Applicant under Section 60 (5) of the Insolvency and Bankruptcy Code, 2016 (“the Code”) seeking exclusion of certain parcels of land from the Corporate Insolvency Resolution Process (“CIRP”) of the Corporate Debtor.

SUBMISSIONS OF THE APPLICANT

2. Applicant has submitted as under:

(i) Applicant submits that it is the absolute owner of the land measuring 19 Bighas 08 Biswas 19 Biswasi situated at Village Singhpura, Zirakpur, having purchased the same through multiple registered sale deeds executed in 2017. All revenue entries, including Jamabandi and mutation records, have consistently reflected that the Applicant is the owner, and at no point prior to the alleged transaction of 2020 was its title to the land ever questioned. It is the Applicant’s grievance that despite this undisputed ownership, the Resolution Professional has included the said land as an asset of the Corporate Debtor and has proceeded on the basis that the Corporate Debtor holds valid title, which according to the Applicant, is wholly incorrect and contrary to the factual record.

(ii) The Applicant states that it had entered into a Joint Development Agreement (JDA)dated 27.07.2017 with the Corporate Debtor for development of the “Centrum” project. Under the JDA, the parties had agreed to share the sale proceeds in the ratio of 35:65, and the Corporate Debtor had paid ₹40,00,000/- as earnest money, which was duly reflected in the accounts. It is submitted that this JDA was the governing arrangement at all material times and continued to remain in force as neither party issued any notice of termination as mandated under the agreement. The Applicant emphasises that the JDA did not contemplate transfer of ownership to the Corporate Debtor and ownership of the land always remained vested in the Applicant.

(iii) It is the specific case of the Applicant that the alleged Board Resolution dated 14.09.2020 and the Sale Deed dated 15.09.2020, on the basis of which the Corporate Debtor claims to have acquired ownership of the property, are forged, fabricated, and non est in the eyes of law. The Applicant contends that the purported Board Resolution bears only one signature, whereas the Applicant had three directors at the time and no meeting of the Board was ever convened on 14.09.2020. It is pointed out that the resolution violates Sections 174 , 175, 179 and 180 of the Companies Act, 2013 , and no authorisation was ever given to any person to execute the sale deed in favour of the Corporate Debtor. The Applicant asserts that the alleged sale deed is the outcome of fraudulent manipulation carried out in collusion with one Mr. Gurmeet Singh, who had no authority to represent the Applicant-company.

(iv) The Applicant further submits that the recitals of the Sale Deed dated 15.09.2020 are themselves self-contradictory and reveal the fraudulent nature of the transaction. Several payments shown therein, including various cheque entries, are stated to have neither been received by the Applicant nor reflected in its accounts. It is argued that the bank transfers referred to in the sale deed pertain only to JDA-linked payments made during 2017–2019 and cannot be treated as sale consideration for a sale deed executed in September 2020. The Applicant submits that the inclusion of such entries and the manner in which consideration has been depicted further demonstrates that the document is sham and void.

(v) The Applicant also points out that the Corporate Debtor never took steps to mutate the property in its name after execution of the alleged sale deed, though m