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2026 Supreme(Online)(NCLT) 2373
NATIONAL COMPANY LAW TRIBUNAL
Vinay Goel, Judicial Member
Tom Thomas – Appellant
Versus
Annie Abraham – Respondent
IA(IBC)/419/KOB/2024|IBA/11/KOB/2020
For the Appellants/Petitioners: Riji Rajendran
For the Respondents: Kevin Thomas, Annie Abraham, Anil Abey, Chandapillai Abraham
Under Regulation 46A of the Liquidation Process Regulations, property in a real estate project where possession has been delivered to an allottee is excluded from the corporate debtor's liquidation estate. The liquidator is mandated to facilitate the transfer of title to such bona fide allottees.
Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Sections 35, 60(5)(c) - IBBI (Liquidation Process) Regulations, 2016 - Regulation 46A - Property of Corporate Debtor - Exclusion from liquidation estate - Homebuyer allottee in possession - Held, where possession of a unit in a real estate project has been handed over to an allottee, such asset shall not form part of the liquidation estate - Liquidator is directed to execute conveyance in favour of allottee upon payment of requisite stamp duty and registration expenses. (Paras 41, 44, 45, 63)
(B) Joint Venture Agreement - Development Rights - Doctrine of part performance - Where landowners contribute land as capital for a joint venture, such property becomes part of the joint venture asset, and no exclusive right can be claimed by contributing parties to the prejudice of third-party interests created through bona fide transactions. (Paras 55, 56, 59)
Facts of the case:
A third-party homebuyer entered into sale and construction agreements with a corporate entity acting as a developer under a joint venture arrangement with landowners. The homebuyer paid the full consideration and received possession of the villa in 2015. Subsequent to the developer entering into liquidation, the buyer sought the execution of the sale deed. Landowners opposed this, alleging non-payment and lack of registration, while the liquidator sought direction regarding the eligibility of the unit to be part of the liquidation estate.
Findings of Court:
The court held that the agreements formed a composite transaction. The failure of the landowners to file any claims during the insolvency or liquidation process bars them from asserting rights that would defeat the interest of an allottee in possession. Under Regulation 46A, the property is excluded from the liquidation estate.
Issues: Whether the property in possession of a homebuyer forms part of the corporate debtor's liquidation estate and whether the liquidator is empowered to execute a conveyance deed in favour of the allottee.
Ratio Decidendi: Once an asset in a real estate project has been handed over to an allottee, it ceases to be part of the liquidation estate under Regulation 46A. Furthermore, contributors to a joint venture signify an intention for the property to become a partnership asset, meaning original contributors cannot, by way of private dispute, retrospectively nullify the established rights of bona fide third-party purchasers.
Result: Application allowed.
| Table of Content |
|---|
| 1. applicant's status as a homebuyer and entitlement to property. (Para 1 , 2 , 3 , 4 , 5 , 6 , 7) |
| 2. disputes over project agreements, property rights, and payment obligations. (Para 8 , 9 , 10 , 11 , 12 , 13 , 14 , 15 , 16 , 17 , 18 , 19 , 20 , 21) |
| 3. agreements constitute a single composite development transaction. (Para 22 , 23 , 24 , 25 , 26 , 27 , 28) |
| 4. effects of non-participation in cirp and third-party rights. (Para 29 , 30 , 31 , 32 , 33 , 34 , 35) |
| 5. allottees in possession are excluded from liquidation estate. (Para 36 , 37 , 38 , 39 , 40 , 41 , 42 , 43 , 44 , 45) |
| 6. application of partnership principles to joint venture assets. (Para 46 , 47 , 48 , 49 , 50 , 51 , 52 , 53 , 54 , 55 , 56 , 57 , 58 , 59 , 60 , 61) |
| 7. directing mandatory registration for rightful allottee. (Para 62 , 63 , 64 , 65 , 66 , 67) |
In the matter of: -
M/s. MIR Realtors Private Limited.
Memo of Parties: -
Mr. Tom Thomas,
Olakkappady House,
Edathua P.O Alappuzha,
Kerala -689 573.
… Applicant
Vs.
1. Ms. Annie Abraham,
Liquidator, (MIR Realtors Private Limited)
IBBI No. IBBI/IPA-00/IP-P-02405/2021
2022/13758, Ann Villa,
Fathima Church Lane,
Elamkulam, Kadavanthra P. O.,
Ernakulam, Kerala, 682 020.
Email: abrahamannies@gmail.com.
… Respondent No. 1
2. Mr. Arun Kumar K,
Representative of MIR Realtors Private Limited,
41/2030, M M Buildings,
1st FLOOR. Kalabhavan Road,
Cochin, Kerala- 682 018.
… Respondent No. 2
3. Mr. Subash Chandra Bose,
Represented by the Legal Representative,
Dr Rajesh Subash,
"Vinuraj" Kumarapuram,
Cheruvakkal Village,
Pedikkattu Muri, Thiruvananthapuram.
… Respondent No. 3
4. Mrs. Santhakumari Subash,
"Vinuraj" Kumarapuram,
Cheruvakkal Village,
Pedikkattu Muri, Thiruvananthapuram.
… Respondent No. 4
5. Dr Vinod Subash,
Specialist Radiologist, Al Hilal Hospital,
Building no. 1579, Road 1129,
Block 211, Muharraq, Post Box 23622,
Kingdom of Bahrain.
… Additional Respondent No. 5
Coram:
HON’BLE MEMBER (JUDICIAL) : SHRI. VINAY GOEL.
Appearances:
For the Applicant : Mr. Riji Rajendran, Advocate.
For the Respondent No. 1 : Mr. Kevin Thomas, Advocate.
: Ms. Annie Abraham, Liquidator.
For the Respondent No. 2 : Mr. Anil Abey, Advocate.
For the Respondent Nos. 3, 4 & 5 : Mr. Chandapillai Abraham, Advocate.
O R D E R
1. The present application has been filed by the applicant, an allottee of Plot No. 31 with a Type C model villa in the project “MIR Greens,” developed by the Corporate Debtor, M/s. MIR Realtors Pvt. Ltd., which is presently under liquidation. The application has been filed under Section 60(5)(c) of the Insolvency and Bankruptcy Code, 2016, read with Rule 11 of the NCLT Rules, 2016 , seeking directions for the execution and registration of the sale deed in respect of the said property.
2. Before proceeding further to examine the issues involved, it is apposite to briefly set out the details of the parties to the present proceedings:
a. The Applicant is the allottee and purchaser of the property*The details of the property are as follows: Plot No.31 with a Type C Model Villa in the ‘MIR Greens’ project, having an extent of 2500 sq. ft., together with 7.94 cents of land, situated in Nedumangad Taluk, Thiruvananthapuram District which is the subject matter of this IA.
b. Respondent No. 1 is the Liquidator of the Corporate Debtor, M/s. MIR Realtors Pvt. Ltd appointed by this Tribunal vide order dated 21.06.2023.
c. Respondent No. 2 is the attorney holder of the landowners, Shri Subash Chandra Bose and Mrs. Santhakumari Subash, and also the authorised representative of M/s. MIR Realtors Pvt. Ltd (Corporate Debtor). He executed the sale agreement as attorney of the landowners with the applicant and also executed the construction agreement with the applicant on behalf of the Corporate Debtor. Further, Respondent No. 2 signed the Joint Venture Agreement with the landowners on behalf of the Corporate Debtor.
d. Shri Subash Chandra Bose and Mrs. Santhakumari Subash (Respondent No.3 and Respondent No.4) were the original lan
