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2026 Supreme(Online)(Tel) 12313
IN THE HIGH COURT FOR THE STATE OF TELANGANA AT HYDERABAD
Aparesh Kumar Singh, CJ, G.M.Mohiuddin, J
Maha Hotel Projects Private Limited – Appellant
Versus
State of Telangana – Respondent
WRIT APPEAL No.27 of 2026
For the Appellants/Petitioners: Suraj Prakash, Vanaparthi Vaishali
For the Respondents: A.Sudarshan Reddy, I.V.Siddhivardhana, Abhishek Manu Singhvi, Gyanendra Kumar Seni, Rajesh Maddy, N.Bhujanga Rao
The Insolvency and Bankruptcy Code, 2016, specifically Section 238, provides an overriding effect over all other laws. Once a resolution plan is approved by the Adjudicating Authority, it becomes binding on all stakeholders, and shareholders cannot assert individual property claims to obstruct the statutory implementation of the plan.
Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Section 31 and 238 - Corporate Insolvency Resolution Process (CIRP) - Resolution Plan - Override effect of IBC - Binding nature of approved resolution plan - Appellant challenged state consent for change in shareholding/control - Court held IBC overrides other laws and shareholders cannot circumvent binding resolution process. (Paras 14-16, 22)
(B) Constitution of India - Articles 14 and 300A - Right to property - Shareholders' rights - Held that shareholders' rights are derivative and do not constitute an independent claim against insolvency outcomes; no violation of constitutional rights. (Paras 20-21, 26)
Facts of the case:
The appellant, as Lead Developer, sought to challenge the State's consent to a successful resolution applicant for a hotel project. The dispute stems from an insolvency process where the project company became an NPA. The State granted conditional consent for the transfer of shareholding and control under the resolution plan, which the appellant alleged was illegal and violated its rights.
Findings of Court:
The court held the insolvency process is legitimate, and the State’s consent was merely an enabling action under the approved resolution plan. The court rejected arguments regarding re-tendering and FDI violations, affirming the lower court's decision to dismiss the petition with costs.
Issues: Whether the consent granted by the State for change in shareholding violates constitutional rights or the IBC framework, and whether the appellant has standing as a shareholder to challenge the disposal of assets under a resolution plan.
Ratio Decidendi: An approved resolution plan under the IBC binds all stakeholders, and shareholders have no independent rights to block the process on the ground of proprietary loss once the corporate debtor has undergone insolvency resolution.
Result: Appeal dismissed.
| Table of Content |
|---|
| 1. overview of project history, insolvency initiation, and challenge against the empowered committee's noc. (Para 1 , 2 , 3 , 4 , 5 , 6 , 7 , 8 , 9 , 10) |
| 2. summary of rival contentions regarding ibc supremacy, shareholder rights, and state's authority. (Para 11 , 12) |
| 3. primacy of ibc and its binding nature on all stakeholders including shareholders. (Para 14 , 15 , 16 , 17 , 18 , 19) |
| 4. analysis of article 300a in the context of insolvency proceedings and property rights. (Para 20 , 21 , 22 , 23) |
| 5. addressing claims of arbitrary modifications to the resolution plan and article 14 violations. (Para 24 , 25 , 26) |
| 6. scope of judicial review on government policies and public procurement within insolvency processes. (Para 27 , 28 , 29) |
| 7. judicial stance on re-litigation, abuse of process, and final dismissal of appeal. (Para 30 , 31 , 32 , 33 , 34) |
Gist :
Head Note :
Cases referred
2. (2021) 13 SCR 737
JUDGMENT
Heard Sri Suraj Prakash, learned counsel representing Ms.Vanaparthi Vaishali, learned counsel for the appellant; Sri A.Sudarshan Reddy, learned Advocate General for the State of Telangana duly assisted by Sri I.V.Siddhivardhana, learned Special Government Pleader, appearing for respondent Nos.1 to 3 and 5; Dr.Abhishek Manu Singhvi, learned Senior Counsel and Sri Gyanendra Kumar Seni, learned counsel appearing through video conference for Sri Rajesh Maddy, learned counsel for respondent No.4 and Sri N.Bhujanga Rao, learned Deputy Solicitor General of India appearing for respondent No.7, and perused the record.
2. This Writ Appeal, preferred under Clause 15 of the Letters Patent, is directed against the order dated 20.11.2025 passed by the learned Single Judge in W.P.No.30461 of 2025, whereby the writ petition filed by the appellant came to be dismissed with costs of Rs.10,00,000/-. The writ petition was instituted challenging the decision of the Empowered Committee (Tourism) of the State of Telangana taken in its meeting dated 22.09.2025, whereunder a No Objection Certificate (NOC) was granted in favour of the 4th respondent, being the successful resolution applicant under the Insolvency and Bankruptcy Code, 2016 (for short ‘the IBC’) for change in shareholding and control of the project company, M/s. Golden Jubilee Hotels Private Limited, subject to certain terms and conditions, to facilitate implementation of the approved resolution plan.
Factual matrix (in brief)
3. The lis giving rise to the present proceedings has a long and chequered history spanning over two decades. The State of Andhra Pradesh (now the State of Telangana), through its Youth Advancement, Tourism & Culture Department (YATC), conceived a project for the development of a Five-Star Hotel at Madhapur, Hyderabad, on a Build-Operate-Transfer (BOT) basis. In furtherance thereof, a Request for Proposal (RFP) was issued in the year 2005 inviting bids from eligible entities for developing, financing, constructing, operating, and maintaining the project.
4. Pursuant to the said process, a consortium comprising the appellant’s predecessor, namely My Home Group (Lead Developer), VBC Group (Financial Member), and EIH Ltd. (Technical Member), was declared the successful bidder, and in terms of the RFP conditions. A Special Purpose Vehicle (SPV), viz., M/s. Golden Jubilee Hotels Private Limited (GJHPL), was incorporated as the project company for implementation of the project.
5. Thereafter, Lease Agreements and a Development and Management Agreement (DMA), both dated 09.05.2007, were executed between the State and GJHPL for a tenure of 33 years, governing the rights and obligations of the parties in respect of the project. The consortium structure, with the appellant as the Lead Developer holding a substantial and controlling equity stake (with approximately 84% shareholding being held by the lead and financial members and the remaining 16% by EIH Ltd., the technical member), formed the foundational basis of the proj
