M/s Three C Green Developers Pvt. Ltd. Ors v. State of U.P. Ors

That in consideration of the total premium 10% was to be paid at the time of allotment and the balance was to be paid by the Lessee in instalments on dates specified along with interest @ 11% per annum compounded every half yearly from the date of allotment, on the balance outstanding on timely payment. Schedule of payment of instalments was also give, the first instalments starting from 4.11.2011 and the entire payment was to be made by 4.5.2020 No separate notices for deposit of the instalment/lease rent was to be issued by Lessor. The LESSEE was under the strict obligation that the due instalments along with interest were to be deposited on the due date. In case of failure to deposit the due instalment by the due date, the LESSOR may cancel the allotment. However, in exceptional circumstances, an extension of time for payment of an instalment could be permitted subject to payment of interest @ 14% p.a. (11% normal interest + 3% penal interest) compounded half yearly on the defaulted amount and for the defaulted period. A lease of Ninety years on “AS IS WHERE IS BASIS” was granted on the terms and conditions as given below:- (a)…. (iii) In case of failure to deposit the due lease rent by the due date, interest will be charged @ 14% p.a. (11% normal interest + 3% penal interest) compounded half yearly, on the defaulted amount and for the defaulted period. (iv) For the purposes of this document, the date of issue of the allotment letter shall be treated as the date of allotment and the date of execution of the lease deed shall be treated as the date of taking over of possession. II. …. (a) The lead member should be the single largest shareholder having at least 30% shares in the consortium. The percentage of shareholding of the lead member shall remain minimum of 30% till the temporary occupancy/completion certificate of at least one phase of the project is obtained from the Lessor. (h) The construction of the building and development on the plot shall have to be done as per development norms, controls prescribed under the scheme/building regulations & directions of the Lessor and only after the prior approval of the building plans by the Lessor. 7 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. (a) All the infrastructural services shall have to be provided by the lessee within the plot area only. (i) The Lessee shall be required to complete the construction of minimum 15% of the permissible area earmarked for sports, institutional & other facilities within a period of 3 years from the date of execution of Lease Deed and shall complete the project in phases within 5 years. However, the residential and commercial development/construction may be completed in phases within 7 years. Further more, the lessee has to develop residential and commercial component in the project in proportion to area earmarked for recreational uses. However, extension in exceptional circumstances can be granted by NOIDA, on payment of extension charges applicable as per prevailing policy at the time of granting such extension. Delays due to encroachment, force majure, legal issues like stay orders etc. shall be considered for extension. The construction on the land shall have to be done as per the controls prescribed under these Terms and Conditions and the building regulations and directions of the NOIDA. (j) The lessee shall be wholly and solely responsible for the implementation of the Project and also for ensuring the quality of development/constructions, subsequent maintenance of the building and services, till such time as the alternate agency for such work is identified and legally appointed by the Lessee after prior written approval of the LESSOR. The project may be implemented by lessee through Special Purpose Company and/or through its subsidiaries. The relationship between Special Purpose Company & its subsidiaries would be governed by the prevailing law, rules and regulations. However, mortgage permission can be accorded to Special Purpose Company for implementation of project as per prevailing rules & regulations of Lessor. (l) The lessee can transfer the whole plot and the buildings constructed thereon with the prior permission of the LESSOR, after payment of transfer charges as the prevailing policy of the LESSOR. However, the lessor reserves the right to reject any such transfer application without assigning any reason whatsoever. In addition to the transfer charges as per prevailing policy of the LESSOR, the lessee shall also pay an amount of Rs.10,000/- towards the processing fees. All the terms and conditions of the brochure, the allotment, the permission for grant of transfer, lease deed etc. shall be binding on the lessee, as well as the transferee(s). Change in Constitution will be permitted as per prevailing policy of the Lessor and as per terms and conditions of the brochure of the scheme. No transfer charges shall be applicable if built up space of commercial plot is transferred within two years from the date of issuing of 8 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. the completion certificate by the LESSOR. Thereafter, the transfer charges shall be payable on a pro-rata basis as applicable. In addition to the transfer charges, an amount of Rs.10,000/- shall also be payable against the processing fee. The lessee will be permitted to transfer the built-up space on the fulfillment of the following conditions :- (i) The lessee has made full payment of the plot premium along with interest thereon and the up-to-date lease rent alongwith interest, if any, due thereon. (ii) The lease deed as per rules has been duly executed. (iii) The lessee has obtained the building completion certificate from the LESSOR. (iv) The sub-lessees/transferees undertake to put to use the premises for the original permissible use only and the premises being transferred are as per completion certificate and are not part of any common area. (v) The lessee shall also execute a sub-lease deed between lessor, lessee and proposed transferees (sub-lessees). The lessee/sub-lessees shall also ensure adherence to the building regulations and directions. All the terms and conditions of the allotment and lease deed shall be applicable and binding on transferee/sub-lessees as well. (vi) The transferees/sub-lessees shall also be required to pay pro-rata lease rent as applicable. The transferees/sub-lessees shall be required to make the built-up space functional within one year from the date of sub-lease and submit sufficient documents to the LESSOR in proof thereof. Thereafter, extension charges, as applicable, shall be payable. (vii) All the terms and conditions of the brochure, allotment, permission for grant of transfer, lease deed etc. shall be applicable on the lessee as well as the transferees(sub-lessees). (viii) The lessee, sub-lessee are not eligible for any preferential allotment of the residential plot or house under various scheme of NOIDA. (m) The lessee and sub-lessees (transferees) shall not use the Sports City plot for any purpose other than for which the plot is allotted. In case of violation of any allotment condition, the allotment shall be liable to be cancelled and the possession of the premises along with the structures thereon, if any, shall be resumed by the LESSOR. (n) The lessee and sub-lessee(s)/Transferee(s) will be liable to pay all rates, taxes, charges and assessment of every description imposed by any authority empowered in this behalf from time to time, in respect of the plot and the buildings constructed thereon. 9 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. (o) If the lessee and/or sub-lessee(s)/Transferee(s) fail to deposit the due money/installment within the given time or such extended period as is allowed by the LESSOR or commit any breach of the terms and conditions as laid down in this brochure, allotment letter, lease deed, the allotment/lease may be cancelled/determined and 30% of the total premium of the plot or the premium/instalments deposited till then along with lease rent, interest, extension charges etc. deposited, whichever is less, shall be forfeited in favour of the LESSOR. Balance amount, if any, after forfeiting the amount as indicated above, will be refunded without interest. Possession of the plot, along with the structures, if any, thereon, shall be resumed in favour of the LESSOR and the lessee shall not be entitled to claim any compensation for the same. (p) The allotment is found to be obtained by any misrepresentation, concealment, suppression of any material facts by the lessee, the allotment of plot will be cancelled and/or lease will be determined, as the case may be. In addition, the entire money deposited by the lessee and sub-lessee(s)/ Transferee(s) shall be forfeited and legal action for such misrepresentation, concealment, suppression of material facts shall be taken. (Emphasis supplied)

10. Since the possession of the entire allotted land could not being given, the allottee made a representation for granting the benefit of Zero Period from the date of allotment to the date on which the actual physical possession has been given. After deliberation, Noida Authority came to a conclusion on 16-07-2012, that as per Clause 42 of the lease deed, the sports city is an integrated project and unless the possession of the entire land is given, it is not possible to start the integrated project of Sports City. Hence, it agreed to grant the benefit of Zero Period.

11. The Noida Authority vide letter dated 09-08-2012, informed the allottees that the Board of NOIDA has taken a further decision in its meeting held on 25th July, 2012 that on handing over of possession of 80% of allotted land (80% of 7,25,500 Sq. mtrs .i.e. 5,82,000 Sq. mtrs.), the issue will be treated as closed since the original terms of allotment provides variation of 20% of the allotted land and the allottees have 10 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. consented to this condition. And, thereafter, allotted the balance land in the adjacent sector which was abutting to the already allotted plot.

12. The Noida Authority vide its letter dated 16-09-2014 permitted subdivision of Plot No.SC-01/C, Sector 79, allotted to. M/s Three C Green Developers Pvt. Ltd. which had only 2,50,027 Sqm, as per the following: Name of Company M/S Three C Green Developers Pvt Ltd IT Piyush Solutions P Ltd. ( Sub-lessee) Three C Infra Creations Pvt Ltd. ( Sub-lessee) Three C City Developers Pvt Ltd ( Sub-lessee) Water-ePearl- infotech Pvt Ltd. ( Sub-lessee) Three C Builders Pvt Ltd ( Sub- lessee) Three C Builders Pvt Ltd (Sub- lessee) Area (Sq.mtrs) Plot No. Date Title Document SPC 1,66,459.30 SC-01/C

17.11.14 Balance land 28,000.00 SC-01/C3

17.11.14 24,000.00 SC-01/C4

17.11.14 20,000.00 SC-01/C5

11.12.14 24,000.00 SC-01/C6

17.11.14 16,000.00 SC-01/C7

11.12.14 25,750.00 SC-01/C8

11.12.14 Lease Sub Deed Lease Sub Deed Lease Sub Deed Lease Sub Deed Lease Sub Deed Lease Sub Deed

13. Soon thereafter the petitioner No.1 again requested the Noida Authority to sub divide the plot No. SC-1/C2 into 2 parts in favour of its 100% subsidiary company M/s Robust Innovations Pvt. Ltd. This request was accepted vide letter dated 03-10-2012 on the same terms and conditions of brochure of the scheme and lease deed, and the allotment letter. Accordingly, a correction deed was executed between the Noida 11 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. Authority and the petitioner on 19-10-2012, giving a fresh payment of Schedule. According to which the entire instalments were to be paid by the allottees in between 4.11.2011 to 4.5.2021.

14. The petitioner on behalf of the consortium applied for sanction of the integrated map for the development of the sports city SC-01, Sector- 78, and 79, which was approved on 16.11.2012, wherein the allottees themselves divided the responsibilities, and assigned themselves their parts for the development of residential, commercial and sports facility.

15. The Noida Authority in its 179th meeting on 27-05-2013 resolved that the balance land where possession could not be given, in lieu thereof 48,520 square meters of land of the adjacent sector be allotted. Accordingly, for the balance land a letter was issued on 21-06-2013, allotting the 48,520 square meters of land. With the allotment of this land, the mark of 80 per cent of the area for the sports city was achieved.

16. Noida Authority by now had divided the entire sports city of sector 78 & 79 into various plots and executed a lease deed to various companies who were 100% subsidiaries of the allottee companies. A revised integrated plan for development of the sports city was filed by the petitioner as well as on behalf of the other consortium partners, as per which they divided amongst themselves the responsibility of developing the entire sports city (which included sports facilities, residential and commercial part of the project). This map was approved by the Noida authority on 16.06.2014 wherein each sub lessee had separately taken up the responsibility of developing residential, commercial as well as sports facilities. The obligation of various companies for completion of residential, commercial and sports facilities were earmarked in the approved map and were as follows:- 12 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. Plot No. SC-01, 01, Sector 78, 79 & SC -01/A&B, Sector-101, NOIDA (U.P.) S.No. Company, Their Plot No. & (Plot area given to each company in sq. mtr.) FAR to be developed by each company in sq. mt. PROPOSED GROUND COVERAGE (SQ.M.) PROPOSED FAR (SQM) SPORTS (IN SQM) RESIDENT IAL (IN SQM) (A) COMME RCIAL (IN SQM) (B) SPORTS (IN SQM) (C) RESIDENTI AL (IN SQM) (P) SPORTS (IN SQM) (R) COMM ERCIAL (IN SQM) (Q) 1 3 4 5 6 9 10 11 12 13 14 15 16 M/S BUILDCON LTD. SEQUEL PVT. SC-01/A1, SEC-79 (50,000.00) M/S ARENA SUPERSTRUCTURES PVT. LTD. SC-01/A2, SEC-79, (50,000.00) M/S SEQUEL BUILDING CONCEPT Pvt. Ltd. SC-01/B1, SEC-79, (24,000.00) M/S GOLFGREEN BUILDCON PVT.LTD. SC-01/B2, SEC-79, (24,000.00) M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/C1, SEC-79, (3,04,209.30) ROBUST M/S INNOVATIONS PVT.LTD. SC-01/C2, SEC-79, (8000.00) KINDLE M/S DEVELOPERS PVT.LTD. SC-01/D1, SEC-79, (40,000.00) M/S GOLFGREEN RESIDENCY PVT. LTD. SC-01/D2, SEC-79, (10,000.00) A/S GOLFGREEN ESTATES PVT. LTD. SC-01/D3, SEC-79, (25,000.00) M/S GOLFGREEN MANSIONS PVT. LTD. SC-01/D4, SEC-79, (25,000.00) XANADU M/S REALCON PVT. LTD. SC-01/E1, SEC-79, (40,000.00) M/S GOLF GREEN INFRA PVT.LTD. SC-01/E2, SEC-79, (20,000.00) M/S GOLFGREEN SUPERSTRUCTURES PVT. LTD. SC-01/E3, SEC-79, 1,37,500.00

35000.00

15000.00

0.00

0.00

137500.00

0.00

0.00 1,37,500.00

35000.00

15000.00

0.00

0.00

137500.00

0.00

0.00 66,000.00

16800.00

6735.00

465.00

0.00

65340.00

680.00

0.00

0.00

16800.00

7200.00

0.00

0.00

0.00

0.00

0.00 2,57,256.95

198390.51

101101.78

417.01

4300.00

250856.95

400.00

6000.00 12,000.00

5600.00

2400.00

0.00

0.00

12000.00

0.00

0.00 78,714.00

28000.00

11740.00

260.00

0.00

77814.00

900.00

0.00 22,500.00

7000.00

2830.00

170.00

0.00

22330.00

170.00

0.00 56,250.00

17500.00

7250.00

250.00

0.00

55750.00

500.00

0.00 62,500.00

17500.00

7175.00

325.00

0.00

61812.50

687.50

0.00 1,10,000.00

28000.00

11680.00

300.00

0.00

108998.00

1002.00

0.00 55,000.00

14000.00

5795.00

205.00

0.00

54795.00

205.50

0.00 55,000.00

14000.00

5000.00

400.00

0.00

54450.00

550.00

0.00 13 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. 4,281.75

9990.75

0.00

0.00

4781.75

0.00

0.00

4281.75

0.00

19170.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

29330.00

0.00

0.00

0.00

0.00

0.00

0.00 17 18 19 (20,000.00) M/S XANADU INFRATECH PVT. LTD. SC-01, SEC-78, (14,272.50) M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/A, SEC-101, (19,170.00) M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/B, SEC-101, (29,350.00) PROPOSED DEVELOPMENT 10,54,502.70 ----- ------ -----

28.38 -----

5074.00 ----- PERMISSIBLE DEVELOPMENT 7,03,001.80 7,03,001.80 SUBSIDIARIES 10,54,502.70

492161.26

198840.50

14060.01

5881.75

852038.18

5624.01 ------- SPORTS FACILITIES PLOT NO. FACILITIES TO BE IN LAND PARCEL AMOUNT MIN. TO BE SPENT (IN CRORE) M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/ C1 ARENA M/S STRUCTURE PVT. LTD. SUPER SC-01/ A2 GOLF COURSE (9 HOLE)

40.00 MULTIPURPOSE PLAYFIELD

10.00 M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/ C1 TENNIS CENTRE M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/ C1 SWIMMING CENTRE

35.00

50.00 M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/ C1 PRO-SHOPS/FOOD BEVERAGE AND

30.00 M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/ C1 M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/ C1 M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/ C1

65.00

30.00 IT CENTRE/ADMINISTRATION/MED IA CENTRE INDOOR MULTIPURPOSE HALL, INCLUDING SPORTS HALL GYMNASTIC, TABLE TENNIS, SQUASH, BASKET BALL, VOLLEY BALL BADMINTON, ROCK CLIMBING CRICKET ACADEMY

50.00 ALL - INTERNAL ROADS AND PARKS

25.00 M/S XANADU INFRATECH PVT. LTD. SC-01, SEC-78 HOSPITAL/SENIOR LIVING/MEDICINE CENTRE

60.00 ALL - CIRCULATION CARPETING, UTILITIES ETC. SPACES,

15.00 14 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors.

17. The petitioner again sought benefit of Zero Period, which was granted vide letter dated 30.12.2026 on 5,50,729.30 square meters of land parcel up to 31-01-2017. The petitioner further submitted that even after the additional land 48,520 square meters was allotted, still there were certain encroachments and the actual physical possession of the plots were not handed over free from all encumbrances.

18. After this Zero Period Order, vide its letter dated 13-01-2017, the Noida Authority issued a revised payment plan for the petitioner’s subleased plot according to which the liability of the allottee for payment to Noida Authority was shifted to start from six months of Zero Period i.e. from 31st January 2017, thus the revised payment plan started payment from 31st July 2017 to 31st January 2025. This fixation of zero period and the payment plan given by Noida Authority was not contemporaneously challenged.

19. The Noida Authority, vide letter dated 08-01-2018, further allotted 24,408 square meters extra land. With that the total area allotted to the Petitioner became 7,27,500 square meters.

20. The petitioner made a representation claiming that the entire land for the sports city was not allotted free from encumbrances, and the possession of the allotted land was also not given. And hence the Noida authority should also not ask for the payment of the due instalments. Since no decision was taken by the Noida authority on this representation, hence, the petitioner has filed the instant writ petition seeking following reliefs:- “i. To issue a writ order or direction in the nature of mandamus commanding the respondent no.3 to hand over the encumbrance free Land comprising of Plot Nos. SC-01/A2, SC-01/B1, SC-01/C1, SC- 01/C3, SC-01/C4, SC-01/C5, SC-01/C6, SC-01/C7, SC-01/C8, Sec 79 15 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. and Plot No. 01/A and Plot No. 01/B, Sector 101, and Plot no. SC-01, Sector 78, Noida, as allotted and leased to the petitioner by the Respondent No. 3 which was acquired under the land Acquisition Act and already handed over by the Additional District Magistrate (Land Acquisition) to the respondent no.3. i (a)To issue a writ order or direction in the nature of certiorari calling for record and quashing the impugned notice dated 21-08-2019 and 12-09-2019. ii. To issue an appropriate writ, order or direction in the nature of mandamus to restrain the Respondent No.3 from levying or collecting any lease rent from 01.02.2017 till date. iii. To issue an appropriate writ, order or direction in the nature of mandamus to restrain Respondent No.3 to levy or collect any interest or penal interest on the land premium from 01.02.2017 till date iv. To issue any other order of direction which the Hon'ble Court may deem fit and proper in the circumstances of the case. V. To award the cost of the petition to this petitioner.”

21. It seems the petitioner No.1 had raised some loan by way of issuing of debentures. Petitioner has not been able to service this debt. As a result, the Debenture trustee has filed an application under Section 7 of the Insolvency and Bankruptcy Code, 20162 during the pendency of this writ petition. The application under Section 7 of the IB Code, 2016 has been admitted by NCLT and an IRP has been appointed, who stepped into the shoes of the petitioner. D. ARGUMENTS ON BEHALF OF THE PETITIONERS

22. Learned counsel for the petitioner submitted that the Consortium was allotted 7,27,500 square meters of land vide Allotment letter dated 04-05-2011 for the development of Sports City and the possession was given for 5,92,300 square meters only.

23. Learned counsel for the petitioner further submitted that Noida has issued a scheme and entered into contractual obligations with various 2 IB Code 2016 16 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. parties without having requisite land under the said allotment. The Scheme was launched in 2011 which was required to be developed 100% by 2017/ 2019. But the fact is that the work could not be initiated due to non-availability of land. The entire land has still not been made available by Noida. Noida has facilitated sub-lease and sub-divisions of the total project area. However, the Sports City being an integrated and joint obligation of all the lessees, subsidiaries and sub-divided land owners should be viewed as one holistic project from the development view point. All the stakeholders viz. allottees of Noida Sports City -79, sub- allottees, sub lessees / subsidiaries should be directed to contribute for the amount required for development of Sports in ratio of FAR being developed by them. Noida should agree for a conciliatory process under the aegis of senior mediator/conciliator considering the scheme of Sports City and contributions to be taken by interested parties so that Sports City under the scheme of 2011 can be given full effect.

24. Learned counsel for the petitioner argued that the Noida Authority, till today, has not been able to provide contiguous land parcel to the petitioner. The sports city, as envisaged in the Sports city scheme, cannot be developed in a piecemeal.

25. Learned counsel for the petitioner further submitted that the Noida was obligated to provide possession of the entire land, construct, develop and provide the required infrastructure, access and approach road to the Sports City, which has not yet been developed by Noida.

26. Learned counsel for the petitioner further asserted that certain land parcels, specially Khasra No. 770, over which such infrastructure, access and approach road for the Sports City is to be constructed by the Authority is yet to be acquired by the Noida Authority. The Authority 17 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. has not taken any action for acquisition, construction and development of any such infrastructure, access and approach road to the Sports City Project.

27. Learned counsel for the petitioner also submitted that the possession of contiguous land could not be given to the petitioner till date. Khasra Nos. 765, 764, 124, 51, 49, 760, 755, 757, 758, 754, 746, 747, 70, 759, 753, 767, 770, 55, 67, 50 & 68 at Village Sohrakha Zahidabad, Pargana, Tehsil Dadri, District Gautam Budh Nagar (forming Plot No SC-01-01, Sector 78, 79 & 101, Noida, District Gautam Budh Nagar, UP) are land belonging to other persons which is spreading in between and across the land parcel leased to the petitioner. The non- availability of the contiguous land parcel is seriously affecting the development of sports facilities specially the development of mandatory Golf Course.

28. In this backdrop, learned counsel for the petitioner vehemently submitted that the Noida authority should immediately provide the possession of the entire land earmarked for the sports city project to the petitioner and till then should not ask for the payment of the instalments and the interest due on it as the Noida authority has failed to fulfil their part of obligations. E. ARGUMENTS ON BEHALF OF THE NOIDA AUTHORITY

29. Sri Manish Goyal, learned Senior Advocate assisted by Sri Kaushalendra Nath Singh, learned counsel for the Noida authority emphasized the scheme of Sports City and made the following submissions. 18 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors.

30. Under this scheme, the project proponent was required to develop a state-of-the-art Sports City meeting international standards. To set off the costs associated with its development, 30 percent of the total project area was allocated for development of residential and commercial part, with an FAR of 1.5.

31. The project was allotted to a consortium headed by M/S Xanadu Estates Private Limited. M/S Xanadu Estate being a leading member ought to have 30 percent share in the consortium and rest of the consortium was divided by eight of the companies, which included M/s Three C Green Developers Pvt. Ltd, M/S Meriton Infotech Pvt. Ltd., M/ S Sutlej Agro Products Ltd., M/S Xanadu Infradevelopers Pvt. Ltd., M/S Xanadu Infatech Pvt. Ltd., M/S Xanadu Realcon Pvt. Ltd, M/S Sequel Buildcon Pvt. Ltd, M/S Sequel Building concept Pvt. Ltd. and M/S Kindle Developers Pvt. Ltd.

32. The 100 per cent share of M/S Xanadu Estates Private Limited was held by company called M/S Three C Universal Developers((99.99 percent share and Mr. Supreet Singh Suri who was the nominee of M/S Three C Universal Developers held 0.01%shares ).

33. The consortium members and their shareholdings in the consortium were as follows- Sl.No. Members Status 1 2 3 4 M/S Xanadu Estates Pvt. Ltd. Lead M/S Meriton Infotech Pvt. Ltd M/S Sutlej Agro Products Ltd Relevant Relevant M/S Xanadu Infradevelopers Pvt. Ltd. Relevant % of share holding of lead and member relevant consortium 30% 5% 5% 10% 19 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. 5 6 7 8 9 M/S Xanadu Infatech Pvt. Ltd. M/S Xanadu Realcon Pvt. Ltd M/S Sequel Buildcon Pvt. Ltd Relevant Relevant Relevant M/S Sequel Building concept Pvt. Ltd. Relevant M/S Kindle Developers Pvt. Ltd Relevant Total: 10% 10% 10% 10% 10% 100%

34. The original allotment on 04-05-2011 for this Sports City was for 7,27,500 sqm. However, only 5,92,300 sq. mtrs. of land was handed over to the consortium members. The balance of 1,07,595.20 sq. meters of land was still not in possession of Noida Authority and hence the possession could not be given and 80% of project land was not allotted to the project proponent.

35. Out of 5,92,300 sq. meters. only 5,33,528.80 sq. meters were given possession, hence, in the Board Meeting (177th meeting) held on 16-07-2012 a benefit of Zero Period was awarded to the allottees. This zero period was from the date of allotment till the date on which the actual physical possession of 80 percent of land was to be awarded to the project proponent.

36. Thereafter, a correction deed was executed on 19-10-2012 between the Noida Authority and the allotees granting benefits of Zero Period and the payment schedule was also resheduled.

37. On 5,33,528.80 sq. mtrs of land, which was made available to the project proponent, the project proponent made an application to the Noida Authority, for the approval of the master lay-out plan, which was approved by the authority on 16-11-2012. 20 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors.

38. The Board of Noida Authority in its 179th meeting held on 27-05- 2013 resolved that 48,520 sq.mtrs. land which was in the adjacent Sector 101 may be carved out and handed over to the project proponent so that the minimum 80% requirement of the project land is completed and thereafter the benefit of Zero Period would come to an end. Accordingly, the Noida Authority issued a letter to the petitioner no.1 on 21-06-2013 allotting the additional land, along with the possession, and with this allocation, the total land allotted to the project proponent in the Sports City exceeded the 80% threshold, resulting in the termination of the Zero Period benefit.

39. The original allottee representing the entire group filed a Master Plan for development in the entire Sports City. In this, they themselves had assigned the role of each individual company /member of the Consortium and the developments they were supposed to carry out. The map was approved on 16.06.2014, in which the roles and obligations of each of the companies were earmarked and was approved by Noida Authority. The chart, which is part of the map shows the role of each company and their obligations, which they as an internal arrangement had assigned themselves along with the cost as per the brochure, which was as follows:- SUBSIDIARIES PLOT NO. FACILITIES TO BE IN LAND PARCEL SPORTS FACILITIES M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/C1 GOLF COURSE (9 HOLE) M/S ARENA SUPER STRUCTURE PVT. LTD. SC-01/A2 MULTIPURPOSE PLAYFIELD M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/C1 TENNIS CENTRE M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/C1 SWIMMING CENTRE MIN. AMOUNT TO SPENT (IN CRORE) BE

40.00

10.00

35.00

50.00 M/S THREE C GREEN DEVELOPERS PVT. SC-01/C1 PRO-SHOPS/FOOD AND BEVERAGE

30.00 21 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. LTD. M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/C1 IT CENTRE/ADMINISTRATION/MEDIA CENTRE

65.00 M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/C1 HALL INDOOR MULTIPURPOSE HALL, SPORTS INCLUDING TABLE TENNIS, GYMNASTIC, SQUASH, BASKET BALL, VOLLEY BALL BADMINTON, ROCK CLIMBING M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/C1 CRICKET ACADEMY ALL - INTERNAL ROADS AND PARKS M/S XANADU INFRATECH PVT. LTD. SC-01, SEC-78 HOSPITAL/SENIOR LIVING/MEDICINE CENTRE

30.00

50.00

25.00

60.00 ALL - CIRCULATION SPACES, CARPETING, UTILITIES ETC.

15.00

40. However, the Noida Authority once again granted benefit of Zero Period to the project proponent and the benefit of Zero Period was extended till 31-01-2017.

41. In the meanwhile, some other members had individually applied for constructions of residential and commercial part of their project which were approved. While doing so, none of the sub-lessee/ allottees ever raised an issue that the possession of land was not with them. In fact, some of the members started advertising and booking flat, and started construction on their land.

42. In spite of availing the benefit of the zero period and after execution of the fresh payment plan, the petitioner company still did not pay the due instalments and a notice for payment of the dues was issued on 24.02.2015, 24.07.2023 and 30.08.2024. The petitioners herein have defaulted in making payment for the lease premium and when the Noida Authority asked them to pay the money the instant petition was filed only to ensure that no coercive action may be taken against them by the authority for non-payment of the outstanding dues. 22 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors.

43. He further submitted that the way things were modified/changed by the Noida authority were quite questionable. It is only after change of the government, the scam was unearthed, and the Audit was referred to Comptroller and Auditor General. (hereinafter referred as CAG). The State Government took a very proactive stand and did not grant any extension or revalidation of map because of the illegality done by the allottees.

44. The Comptroller and Auditor General evaluated the matter and gave a report, which was tabled in September 2020. The report given by the CAG was shocking and revealed a huge scam. It mentions as to how the Noida Authority and the State Government had suffered an enormous loss amounting to approximately Rs.9000 crores. Some of the glaring deficiencies pointed by CAG are as follows:- “i. ii. iii. iv. v. vi. vii. viii. ix. Noida Authority had done a wrong pricing of the Sports City. As per the brochure only residential and commercial plots could have only been divided but the Noida Authority sub-divided entire plots, which were earmarked for Sports City. Bids of the allottee were not screened and the turnover of the candidates were also not considered before allotting the plot. The Lead Member having the highest share were ousted from the project completely. The allotment was done to various other companies, who individually could not have qualified in the financial bid evaluation with the result, by adopting such dubious methodology, the Noida Authority had allotted the plots to those, who were not even entitled to apply individually. The Noida Authority did not even bother to collect the installments dues and no effort was ever made by them giving an undue and illegal advantage to the allottees. The finance department has issued a fresh payment plan considering each allottee company as a fresh allottee. The transfer charges for second and third transfer were not even collected. The lease rent was also not recovered. Separate payment plans were issued to all the allottees treating them as individual allottees.” (emphasis supplied) 23 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors.

45. The learned Senior Counsel further submitted that the entire allotment was nothing but a scam wherein the then officers went out of the way to extend undue benefits to the builders/ allottees. The entire gamut of implementation of the project was contrary to the scheme, conditions of the sports city brochure, terms of the allotment letter and the lease deeds.

46. In complete contravention of the policy, scheme and brochure, the allottees were allowed to carry out construction on the said allotted land. The CAG report reveals the impropriety done in connivance with the builders which resulted in such a huge scam.

47. Thereafter, the Board Meeting of NOIDA was held on 18.01.2021 (201st Board Meeting) in which it was resolved that recommendation should be made to Public Accounts Committee to look into the deficiencies pointed out by CAG and give a report. As an interim measure, it was further resolved that no action should be taken towards development of sports city nor any maps should be revalidated. Further, on the basis of the report submitted, in the next Board meeting (202 nd) held on 25.06.2021, it was resolved that the matter may be referred to the State Government for necessary guidance and direction.

48. Learned Senior Counsel submitted that it was on the request of Lead Member of the Consortium that the individual lease deeds were executed in favour of its members or its subsidiaries, and the same was in pursuance of letter of allotment as well as Sports City Scheme. Further, the sports city was to be developed as an integrated project. Since, sub-lessees were all 100% subsidiaries of regular members of the Consortium and were bound by the terms and conditions in the brochure, 24 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. allotment letter and lease, hence all the subsidiaries were under an obligation to develop the Sports City Project and they are bound by the original terms and conditions mentioned in the Lease Deed. This sub- division was mere allocation on the request of allottees for proper implementation of the project and does not constitute a fresh transaction/ allotment.

49. Noida Authority has been castigated for sanctioning the layout plan in favour of the Sub-lessees individually. He further submitted that on the basis of aforesaid analysis it can be concluded that the sub- division in favour of the subsidiary is independently binding on the subsidiary company. The subsidiary company is to perform the obligations as contained in the original terms of the lease and to develop the Sports City Project and cannot claim any independent existence for an independent project.

50. The sanction plan explicitly contains the clause that Sports facilities are to be developed by the Sub-lessee. The Master Layout Plan was submitted by the petitioner M/s Three C Green Developers Pvt. Ltd., which is a Special Purpose Company for only 2.5 lacs sqm of land out of

7.27 lacs sqm of land. However, it proceeded to provide a Master Layout Plan for the entire 7.27 lacs sqm of land. No indefeasible right can be claimed by the petitioner on the basis that a plan has been sanctioned in their favour. The submission of the plan was the own wrong doing of the petitioner for which they cannot take advantage.

51. The petitioner cannot claim right unfairly, particularly when, the layout plan was not prepared by the Noida Authority, but was prepared by the petitioner himself and deliberately taken the responsibility of 25 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. developing the sports facility, though the petitioner had no intention of doing the same.

52. Sanction of the map, even if it exists, has to be read along with the scheme and the lease deed as well as the statutory provisions. Any sanction contrary to the provisions of the Act, brochure, allotment and lease deed will by itself be a deviation and this deviation being not recognized under the law. Hence, the Grundnorm Principle would be applicable.

53. In the last 10 years, the petitioner, (M/s Three C Green Developer Pvt. Ltd.), or any other member of the Consortium or their sub-lessee had not developed any sports facility in the entire Sports City Project which was due to the ill motive of the petitioner, who had no intention to develop the sports facility right from the beginning.

54. The learned Senior Counsel further submitted that it is a perfect case of piercing the corporate veil and to see whether the companies were incorporated out of well-designed nefarious scheme/scam, or was done in the normal course of business.

55. Mr. Manish Goyal, Senior Counsel next submitted that here the corporate insolvency process initiated against the petitioner was tailor made and is nothing but outcome of a nefarious design, of the petitioner and the fraud committed to keep away from the entire responsibility of development of the sports facility of the sports city project. Here the promoters of the petitioner had made a web of companies and they requested to execute various lease deeds with the other member/ subsidiary companies, which were wholly owned and controlled by the 26 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. promoters (namely, Nirmal Singh, Surpreet Singh Suri and Vidur Bhardwaj). On their request, Noida Authority had executed various sub- leases but it seems over a period of time they have sold off the companies/transferred the shares to third party/entities even without taking permission from Noida Authority as well as without completing the first milestone of the project, which was pre-condition of such transfer.

56. Since in this case there has been a web of companies incorporated by the same promoters and all of his newly incorporated companies applied as a consortium, and there after the share holdings have changed in certain companies without the permission of the authority, contrary to the provisions of the sports city scheme. Hence it is necessary to pierce the corporate veil and see who are the people/entity responsible for the debacle.

57. However, in the present case, the separate legal identity of the companies constituting the Consortium has been used to facilitate the evasion of legal obligations of the members held, jointly and severally, towards the development of the Sports City as an integrated whole. It is only by piercing the corporate veil, it would reveal the true nature of the companies and identify the individuals exercising real control over them to hold such persons directly liable.

58. A comprehensive and inclusive analysis of the present situation reveals that virtually the same set of individuals floated multiple companies to procure leases from the Authority for the development of the Sports City Project as an integrated whole. However instead of discharging their obligation towards integrated development of the 27 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. Project, the aforementioned set of individuals who were effectively behind all the members of the Consortium, under the garb of being independent companies, only focussed on selling the smaller companies at a very high premium and still not pay the Noida authority its dues, and later got themselves in Insolvency.

59. Since the line of distinction between the companies and their Directors (who apparently were the same set of individuals who floated multiple companies) is blurred and the companies merely function as an ‘alter ego’ of the owners evading their legal responsibility, the theory of ‘alter ego’ for piercing the corporate veil becomes applicable.

60. Additionally, since the same set of Directors behind all the individual companies are using the separate corporate entities for their own benefit instead of using it for discharging the obligations undertaken by the companies, the theory of ‘instrumentality’ for piercing the corporate veil also applies.

61. Learned Senior Counsel further submitted that the reason for piercing the corporate veil in the instant case is to prevent evasion of dues of Noida Authority and the State and to prevent the other Associated Companies, which are inextricably connected and form as one entity, from being used as a front for illegal purposes, and to identify true nature of transactions involved and to prevent fraud being perpetrated and to secure the public interest as well as the interest of homebuyers. To buttress his argument, he has placed reliance on following judgments passed by Hon’ble Supreme Court: 28 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. (i) State of U.P. and others v. Renusagar Power Company and others3 (ii) Delhi Development Authority v. Skipper Construction Company and another4 (iii) Shubhra Mukherjee v. Bharat Coking Coal Ltd.5 (iv) State of Rajasthan v. Gotan Limestone Khanij Udyog Pvt. Ltd. and another6

62. The project of Sports City is to be completed by the Consortium as a lessee and any member of the Consortium cannot, therefore, run away by alleging that it has disintegrated through a statutory process of insolvency. To buttress his argument, he has placed reliance on following judgments passed by Hon’ble Supreme Court and NCLAT:- (i) Asia Foundations and Constructions Ltd. v. State of Gujarat and another7 (ii) Hytone Merchants Pvt. Ltd. v. Satabadi Investment Consultants Pvt. Ltd.8 (iii) Vidarbha Industries Power Ltd. v. Axis Bank Ltd.9 (iv) Raster Images Pvt. Ltd. v. State of U.P.10

63. Though as per the Brochure, the implementation of the project was the duty of Noida Authority, but since development was not carried out and sports facilities were not developed as obligated under the scheme and the lease deed. Shockingly nothing was done to oversee the implementation. On the contrary their action were completely contrary to the brochure, and the scheme of the sports city project and also contrary to the terms and conditions of the allotment letter and the lease 1988(4) SCC 59 (Paras 17, 52 to 61, 65 to 70) 1996(4) SCC 622 (Paras 24 to 28) 2000(3) SCC 312 (Paras 10, 11 & 12) 2016(4) SCC 469 (Paras 23 to 31) 1985 SCC Online Guj 93 (Para 47) 3 4 5 6 7 8 Company Appeal (AT)(Insolvency) No.258 of 2021 (NCLAT) (Paras 34, 38 to 42, 44 & 45) 9 (2022) 8 SCC 352 10 2023 SCC Online 3594 29 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. deed. The entire scam which costed the State and Noida authority a sum of about Rs.9000 crores were done in connivance of the builders / allottees and the then officials of the Noida authority.

64. As per the ROC the share holdings of the allottee/ sub allottee companies has changed after the allotment, though the same was not permissible in the scheme and the brochure. This was done without the permission of the Noida authority. The chart showing name of allotted companies, directors, shareholdings at the time of allotment, and the present shareholdings as per ROC is as follows:- S.No. Plot No. Name Allottee Date of sub- division Director and Shareholder at the time of allotment Present Directors as per record of ROC Present shareholders as per record of ROC SC-01- M/S XANADU INFRATECH PVT. LTD.

24.10.2011 M/s Xanadu Infratech Pvt. Ltd. (100% share holding company of M/s Three C Universal Developers Pvt. Ltd.)- Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Additional Directors- 1. Vinay Kumar Mishra 2. Satish Kumar Tiwari 3. Sameer Sagar Vashishth Shareholders (as on 31.3.2017)

2. SC-01/A- ALPHA/ 79 M/S SEQUEL BUILDCON PVT. LTD.

16.06.2014 Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Directors- 1. Anoop Kumar Srivastav 2. Manoj Kumar Singh 3. Dilip Kumar

3. SC-01/A- I(BETA0/7 9 M/S PINNACLE SUPER STRUCTURES PVT. LTD.

16.06.2014 Director :- 1. Sh. Deepak Khurana 2. Dinesh Kumar Pahwa Directors:- 1. Gurinder Singh Sikka 2. Akhil Gupta Shareholders 1. M/s Sequel Buildcon Pvt. Ltd. Through Sh. Nirmal Singh (99.99 share) 2. Mr. Deepk Khurana(nominee Sequel Buildcon Pvt. Ltd.) (00.01)

4. SC-01/A- M/S ARENA SUPER STRUCTURE PVT. LTD.

16.06.2014 Director :- 1. Sh. Deepak Khurana 2. Dinesh Kumar Pahwa Shareholders 1. M/s Sequel Buildcon Pvt. Jagat Singh Directors:- 1. Shah Alam 2. Thakur 3. Niraj Kumar Sinha Shareholders (as on 12.08.2023) 1. Shah Alam-(9%) 2. Purvanchal Projects Pvt. Ltd. (91%) 30 Shareholders:(as on 31.03.2020) M/s Ajnara India Ltd. (99.94%) Sh. Pramod Kumar Gupta(0.01%) Sh. Ashok Kumar Gupta (0.01%) Sh. Vinod Kumar Gupta (0.01%) Smt. Mamta Gupta (0.01%) Smt. Padma Gupta (0.01%) Smt. Geeta Gupta (0.01%) Shareholders:-(as on 31.3.2019) 1. Sara Buildcon Pvt. Ltd.(75%) 2. Sikka Promoters Pvt. Ltd.(25%) Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. Ltd. Through Sh. Nirmal Singh (99.99 share) 2. Mr. Deepk Khurana(nominee Sequel Buildcon Pvt. Ltd.) (00.01)

4. Joy George Arena Superstructure insolvency process

5. SC-01/B-

03.10.2012 M/S SEQUEL BUILDING CONCEPT PVT. LTD. Director:- 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Shareholders 1. M/s Three C Universal Developers Pvt. Ltd. (99.99 share) 2. Mr. Surpreet Singh Suri (as nominee on behalf of Three C Universal Developers Pvt. Ltd.) (00.01) Bhupinder Directors:- 1. Singh Kochar 2. Ajay Khetrapal 3. Anand Goel 4. Agarwal 5. Pradeep Jain 6. Munish Kher Prashant

6. SC-01/B- M/S GOLF GREEN BUILDCON PVT. LTD.

03.10.2012 Shareholders Directors:- 1. Bablu Kumar 2. Deena Ram

7. SC-01/C-

16.09.2014 M/S THREE C GREEN DEVELOPERS PVT. LTD. Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Directors:- 1. Anand Ram 2. Girish Chand Joshi Pradeep Jain Shareholders (as on 31.3.2024) Sh. (22%) Sh. Bhupinder Singh Kochchar (22%) Sh. Ajay Khetrapal Singh Sh. Anand Goel(12%) Sh. Munish Kher(6%) Mrs. Meenu Kher(5%) Sh. Agarwal(6%) Sh. Pooja Agarwal (5%) Prashant Shareholders (as on 31.3.2014) 1. Sands Silver Buildmart Pvt. Ltd. (25%) 2. Zephyr Projects Pvt. Ltd.-(25%) 3. Arun Kumar Ghai- (50%) Shareholders (as on 31.3.2018) M/s Xanadu Estates Pvt. Ltd. (75%) M/s Xanadu Infradevelopers Pvt. Ltd. (25%)

8. SC-01/C- M/S ROBUST INNOVAEION S PVT. LTD.

16.09.2014 Shareholders- 1.M/s Three C Green Developers Pvt. Ltd.(99.99 share) through Sh. Nirmal Singh 2. Surpreet Singh Suri (Nominee of M/s Three C Greens Developers Pvt. Ltd. (0.01% share) Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Shareholders:- 1. M/s Three C Greens Developers Pvt. Ltd. (99.99% share) through Sh. Nirmal Singh 2. Sh. Surpreet Singh Suri (Nominee of M/s Three C Greens Developers Pvt. Ltd. (0.01% share) Directors:- 1. Ashwani Kumar Gupta 2. Karan Sagar Agarwal Arvind Goel Shareholders:- (as on 31.3.2024) Sh. (50%) Sh. Aswani Kumar Gupta (50%)

9. SC-01/C- M/S PIYUSH IT SOLUTION PVT. LTD.

16.09.2014 Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Directors: 1. Naveen 2. Gopal Singh Shareholders:- 1. M/s Three C Greens Developers Pvt. Ltd. (99.99% share) through Sh. Nirmal Singh 2. Sh. Surpreet Singh Suri Shareholders-(as on 31.3.2020) M/s Eminent Homes Pvt. Ltd. (99.99%) Sh. Nirmal Singh (nominee of M/s Eminent Homes Pvt. Ltd.(0.01%) 31 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors.

10. SC-01/C- M/S THREE C INFRACREATI ON PVT. LTD.

16.09.2014 (Nominee of M/s Three C Greens Developers Pvt. Ltd. (0.01% share) Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Shareholders:- 1. M/s Three C Greens Developers Pvt. Ltd. (99.99% share) through Sh. Nirmal Singh 2. Sh. Surpreet Singh Suri (Nominee of M/s Three C Greens Developers Pvt. Ltd. (0.01% share) Deepak Directors: 1. Malhotra 2. Harshit Singh 3. Akhilesh Mishra Shareholders- M/s Abhi Corporation Pvt. Ltd. (99.99%) Deepak Malhotra (nominee of M/s APCL Pvt. Ltd. (0.01%)

11. SC-01/C-

16.09.2014 M/S THREE C CITY DEVELOPERS PVT. LTD. Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Directors: 1. Jagdeep Singh Gill 2. Pradeep Singh Rathi Shareholders:- 1. M/s Three C Greens Developers Pvt. Ltd. (99.99% share) through Sh. Nirmal Singh 2. Sh. Surpreet Singh Suri (Nominee of M/s Three C Greens Developers Pvt. Ltd. (0.01% share)

12. SC-01/C-

16.09.2014 M/S WATER EPEARL INFORSOFTE CH PVT. LTD. Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Shareholders:- 1. M/s Three C Greens Developers Pvt. Ltd. (99.99% share) through Sh. Nirmal Singh 2. Sh. Surpreet Singh Suri (Nominee of M/s Three C Greens Developers Pvt. Ltd. (0.01% share) Directors: 1. Rakesh Kumar Agarwal 2. Pankaj Kumar Garg 3. Madhur Garg 4. Sumit Garg 5. Sachin Goyal 6. Sunny Agarwal 7. Nikunj Garg 8. Agarwal 9. Aakash Garg Khooshbu Shareholders-(2023- 2024) Ajay Kumar Pratap Singh Sh. (70%) Sh. Rathi (10%) Sh. Praveen Kurele (20%) Shareholders-(as on 31.3.2024) Sh. Dhanesh Chand Agarwal (9%) Sh. Dhanesh Chand Agarwal & Sons (HUF)(6%) Mrs. Aparna Agarwal (5%) Sh. Mahesh Chand Goel (HUF) (5%) Sh. Mahesh Chand Goel (8%) Sh. Abhinav Goel (75) Sh. (20%) Sh. (20%) Mrs. (2.5%) Sh. (2.5%) Sh. Madhur Garg (2.5%) Mrs. Shikha Garg (2.5%) Sh. Rakesh Kumar Agarwal (10%) Dinesh Garg Sachin Goel Nutan Garg Sumit Garg

13. SC-01/C- M/S THREE C BUILDER PVT. LTD.

16.09.2014 Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Shareholders:- 1. M/s Three C Greens Developers Pvt. Ltd. (99.99% share) through Sh. Nirmal Singh 2. Sh. Surpreet Singh Suri Additional Directors: 1. Vinay Kumr Mishra 2. Satish Kumar Tiwari 3. Sameer Sagar Vashishith Shareholders-(as on 31.3.2017) M/s Lotus Green Developers Pvt. Ltd. (25%) M/s Yashali Developers Pvt. Ltd. (25%) M/s Laurel Residency Pvt. Ltd. (25%) 32 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors.

14. SC-01/C- M/S THREE C BUILDER PVT. LTD.

16.09.2014

15. SC-01/D- M/S KINDLE DEVELOPERS PVT. LTD.

03.10.2012 (Nominee of M/s Three C Greens Developers Pvt. Ltd. (0.01% share) Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Shareholders:- 1. M/s Three C Greens Developers Pvt. Ltd. (99.99% share) through Sh. Nirmal Singh 2. Sh. Surpreet Singh Suri (Nominee of M/s Three C Greens Developers Pvt. Ltd. (0.01% share) Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Shareholders:- 1. M/s Three C Greens Developers Pvt. Ltd. (99.99% share) through Sh. Nirmal Singh 2. Sh. Surpreet Singh Suri (Nominee of M/s Three C Greens Developers Pvt. Ltd. (0.01% share)

16. SC-01/D- M/S GOLF GREEN RESIDENCE PVT. LTD.

03.10.2012 Director 1. Sh. Deepak Khurana 2. Dinesh Pahwa Shareholder:- 1. M/s Kindle Developers Pvt. Ltd. (99.99% share) 2. Deepak Khurana(Nominee of M/s Kindle Developers Pvt. Ltd. (0.01% share) Mr. Directors: 1. Vinay Kumar Mishra 2. Satish Kumar Tiwari 3. Sameer Sagar Vashishith Directors: 1. Piyush Tiwari 2. Shikha Tiwari 3. Astha Gupta 4. Gandhi Harshdeep M/s Infrawiz Projects Pvt. Ltd. (25%) Shareholders-(as on 31.3.2017) M/s Lotus Greens Developers Pvt. Ltd. (25%) M/s Yashali Developers Pvt. Ltd. (25%) M/s Laurel Residency Pvt. Ltd.(25%) M/s Infrawiz Projects Pvt. Ltd. (25%) Shareholders-(as on 30.9.2014) 1. Sh. Piyush Tiwari (55%) 2. Ms. Shikha Tiwari (5%) 3. M/s Sunwhite Infrastructure Pvt. Ltd. (40%) Additional Directors: 1. Anil Prakash Sharma 2. Krishan Kumar 3. Rahul Yadav 4. Usha Saraf Shareholders-(as on 31.3.2020) M/s Sunshine Infratech Pvt. Ltd. (99.99%) Sunshine Infrahomes Pvt. Ltd. (0.01%)

17. SC-01/D- M/S GOLF GREEN ESTATE PVT. LTD.

03.10.2012 Director 1. Sh. Deepak Khurana 2. Dinesh Pahwa Directors: 1. Dinesh Kumar Jain 2.Rakesh Kumar Jain Shareholder:- 1. M/s Kindle Developers Pvt. Ltd. (99.99% share) 2. Deepak Khurana(Nominee of M/s Kindle Developers Pvt. Ltd. (0.01% share) Mr.

18. SC-01/D- M/S GOLF GREEN MANSIONS PVT. LTD.

03.10.2012 Director 1. Sh. Deepak Khurana 2. Dinesh Pahwa Directors- 1. Vinod Bahl 2. Pramod Bahl 3. Vikas Gupta 4. Uma Shanker Shareholder:- 1. M/s Three C Universal Developers Pvt. Ltd. (99.99% share) through Sh. Vidur Bhardwaj 2. Mr. Surpreet Singh Suri (Nominee of M/s Three C Universal Developers Pvt. Ltd. (0.01% share) Shareholders-(as on 31.3.2023)

1. Exotica Housing & Infrastructure Projects Privte Ltde.- (99.99%) 2. Mr. Dinesh Kumar Jain (as a nominee of Exotica Housing & Infrastructure Projects Pvt. Ltd.) (.01%) Shreholders (as on 31.3.2024) Sh. Vinod Bahl (25%) Sh. Pramod Bahl (25%) Sh. Uma Shankar (25%) Sh. Amitabh Gupta (25%) 33 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors.

19. SC-01/E- M/S GAURSONS SPORTSWOO D PVT. LTD.

03.10.2012 Director 1. Sh. Deepak Khurana 2. Dinesh Pahwa Directors: 1. Manoj Gaur 2. Sarthak Gaur Shareholders-(as on 31.3.2024) Shareholder:- 1. M/s Three C Universal Developers Pvt. Ltd. (99.99% share) through Sh. Vidur Bhardwaj 2. Sh. Surpreet Singh Suri (Nominee of M/s Three C Universal Developers Pvt. Ltd. (0.01% share) Kumar

1. Manoj Gaur-(4.65%) 2. Mrs. Manju Gaur - 4.66% 3. Gaursons India Private Limited- (41.92%) 4. Shri Buildcon Ltd.-(41.92%) 5. Mr. Kumar (6.85%) Pradeep Agrawalla- Shayam Private

20. SC-01/E- M/S GOLF GREEN INFRA PVT. LTD.

03.10.2012 Director 1. Sh. Deepak Khurana 2. Dinesh Pahwa

21. SC-01/E-

03.10.2012 M/S GOLF GREEN SUPERSTRUC TURE PVT. LTD. Shareholder:- 1. M/s Xanadu Realcon Pvt. Ltd. (99.99% share) 2. Mr. Deepak Khurana (as a nominee of M/s Xanadu Realcon Pvt. Ltd. (0.01% share) Shareholder:- 1. M/s Xanadu Realcon Pvt. Ltd. (99.99% share) 2. Mr. Deepak Khurana (as a nominee of M/s Xanadu Realcon Pvt. Ltd. (0.01% share) Directors: 1. Dheeraj Jain 2. Shruti Jain 3. Divya Jain 4. Amit Jain Directors: 1. Jai Gupta 2. Alka Goel Prakash

22. SC-01/A/ 101

03.07.2013 M/S THREE C GREEN DEVELOPERS PVT. LTD. Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Directors- 1. Anand Ram 2. Girish Chandra Joshi Shareholders:- 1. M/s Three C Greens Developers Pvt. Ltd. (99.99% share) through Sh. Nirmal Singh 2. Sh. Surpreet Singh Suri (Nominee of M/s Three C Greens Developers Pvt. Ltd. (0.01% share)

23. SC-01/B/ 101

03.07.2013 M/S GOLF GREEN BUILDCON PVT. LTD. Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Directors- 1. Anand Ram 2. Girish Chandra Joshi Shareholders:- 1. M/s Three C Greens Developers Pvt. Ltd. (99.99% share) through Sh. Nirmal Singh 2. Sh. Surpreet Singh Suri (Nominee of M/s Three C Greens Developers Pvt. Ltd. (0.01% share) Shareholders-(as on 31.3.2023) M/s Mahagun India Pvt. Ltd. (9.99%) ICICI Prudential Venture Capital Fund Real Estates (.01%) Gaur Sons Sports Wood Pvt. Ltd.(90%) Shareholders-(as on 31.3.2023)

1. Civitech Housing India Pvt. Ltd. (85.71%) 2. (7.14%) 3. Alka Goel (7.14%) Subodh Goel Shareholders: M/s Xanadu Estates Pvt. Ltd.(75%) M/s Xanadu Infradevelopers Pvt. Ltd. (25%) Shareholders:- M/s Xanadu Estates Pvt. Ltd. (75%) M/s Xanadu Infrastructure Pvt. Ltd. (25%)

65. This chart shows how the allottees have sold the land/ project to other builders in complete contravention to the scheme/ terms of the 34 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. lease deed, without taking permission from the noida authority, at a high premium and made a huge profit out of it, at the cost of Noida authority. In fact it shows that the original promoters have got the project allotted by paying 10% of the allotment money and then divided and subdivided, and thereafter, sold the entire sports city to various small builders and pocketed the entire sale considerations.

66. Learned Senior Counsel vehemently asserted that the instant writ petition is nothing but an effort to prevent the Noida Authority from taking any serious action against the petitioners for non-payment of the outstanding dues and also for not completing sports facilities before completion of residential and commercial facilities. F. ANALYSIS

67. We have carefully considered the submissions advanced by the learned counsel for the respective parties. With their able assistance, we have proceeded to peruse the pleadings, grounds taken in the petition and annexures appended thereto.

68. This case exposes a significant nexus of corruption between builders and Noida Authority officials, resulting in gross violations of public trust, fraudulent practices, and possible financial losses amounting to around 9000 crores to the Noida Authority as per the ₹9000 crores to the Noida Authority as per the CAG report. In that context, this case requires us to address past actions and their consequences as well as future recourse. G. EFFECT OF PAST CONDUCT

69. We would be remiss in our duty if we ignore the illegalities committed by the Builders (sub-lessees) in connivance with the officials 35 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. of Noida Authority which has snow-balled into a major land scam and which, according to CAG, has led to significant loss to the Noida Authority and the State Government and to the public at large. We are constrained to note the total lack of concern shown by the Authority on the report of the CAG and we wonder why no action has been taken against the Builders/ allottees / sub-lessees and the officers of the Noida Authority who were involved in this large-scale scam.

70. The timeline of events, the total inaction of the NOIDA Authority and the apathy of the State Government, in the face of the CAG report compels us to pass suitable orders in the matter. A Court, much less a Constitutional Court, cannot sit helpless in the face of blatant illegalities and apparent collusion. This Court, under Article 226 of the Constitution, has the power to pass appropriate orders in the face of inexplicable illegality and loss of public money. This Court can, and does in these glaring facts, take cognizance of what seems like a glaring case of collusion between builders and officers of NOIDA Authority to grant undue benefit to them and cause loss to State exchequer and consciously turn a blind eye to a report of the CAG. In so doing, they have also created a difficult situation for the homebuyers, which is compounding the problem even further.

71. The following analysis, conclusions and our subsequent directions are aimed to address the malfeasance and provide relief to the affected stakeholders: H. SCHEME-2010-2011 FOR DEVELOPMENT OF SPORT CITY IN NOIDA AND ITS VIOLATION:-

72. Noida having been declared to be an Industrial Township is obligated to not only develop industries but also to develop a complete 36 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. township by virtue of Article 243Q of the Constitution of India. The sports city scheme having been widely publicized on 03.03.2011 was to fulfil a laudable object. This is evident that the object of the scheme was to develop state-of-the-art sports facilities to be enjoyed by the public at large. This scheme was launched for developing Sports City at two different places in Noida, first of which is in Sector-78 & 79, admeasuring about 7,27,500 square metre and the other sports city in sector 150 in Noida. This case pertains to the former Sports City in Sector 78 & 79.

73. The reasons of allotting a huge parcel of land was for developing an international standard Sports facility. Looking at the size and the cost of the project it may not have been feasible for an individual company to complete the project. So a Consortium of companies were allowed to participate and develop the sports city project. It was never the intention of the Scheme to bifurcate the project of Sports City into a smaller plots and allow small builders to make group housing society in the sports city. But looking at the way the Authority allowed the haphazard development of the group housing, the entire concept and the scheme of sports city has been frustrated.

74. As per the scheme, a Brochure was issued which had several conditions, which conditions were breached by the allotees / sub-lessee in material respects disentitling them from being allotted the project, but which were brushed under the carpet in connivance with the officers of the Noida Authority.

75. Some of the conditions and their glaring breaches are as follows :- 37 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. “Members of consortium will have to specify one Lead Member who alone shall be authorized to correspond with the NOIDA. Lead member should be the single largest shareholder having at least 30% share in the consortium.” (emphasis supplied) On the request of the allottees, individual sub leases were executed by the Noida authority first in favor of the individual members of the consortium, and separate payment schedule was fixed. Subsequently these members started corresponding with the Noida authority and sending request contrary to the scheme and that same were accepted erroneously. The lead member was supposed to be the single largest shareholder having at least 30% share in the consortium. However in this case the lead member was completely ousted by the allottees and the officials of the Noida authority (together hereinafter referred as conniving parties) while executing the lease deeds with the members of the consortium.

76. The shareholding of the lead member in the consortium shall remain at least 30% till the temporary occupancy/completion certificate of at least one phase of the project is obtained from the Noida. (emphasis supplied) This condition was also brazenly violated. The lead member was completely ousted by the allottees in connivance with the conniving parties, even much prior of getting a temporary occupancy/ competition certificate of first phase of the project

77. In case of Consortium, the members shall submit a Memorandum of Agreement (MOA) conveying their intent to jointly apply for the scheme(s), and in case the plot is allotted to them, the MOA shall clearly define the role and 38 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. responsibility of each member in the consortium, particularly with regard to arranging debt and equity for the project and its implementation. (emphasis supplied) No such MOA was executed which defined role and responsibility of each of the members, neither the same was ever asked by the Noida Authority.

78. The members shall submit a registered/notarized Memorandum of Agreement (MOA) conveying their intent to jointly apply for the scheme, and in case the plot is allotted to them, to form Special Purpose Company(ies), hereinafter called SPCs that will subsequently carry out all its responsibilities as the allottee. (emphasis supplied) Though the SPC was there but was never taken any such responsibility, the officials of the Noida Authority never even asked for the same. On the contrary the entire project was divided in a number of plots and allotted to different companies. Each of these companies took on themselves with specific roles of developing the project, the division was such all the cream of the project were assigned to smaller companies. In all 21 companies got the advantage of developing the residential/ commercial project, and the entire responsibility of completing the sports facilities was assigned to petitioner no. 1 and one another company. These smaller companies were later on sold to other builders (who were not even qualified to apply), by transferring the shares of the sub-lessee companies. All the profits were siphoned off, and nothing was ploughed or held back for the development of the sports facilities. This also created a channel for back-door allotment to ineligible persons. 39 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors.

79. The allottee and in the case of consortium, the lead member and/or the relevant member and/or SPC(s) incorporated by them, put together, will have to construct on their own a minimum of 30% of the total permissible FAR on allotted area. (emphasis supplied) In this case neither the lead member nor the relevant member constructed on their own the 30% of the total permissible FAR on allotted area. The lead member was ousted right in the beginning;

80. The “Lead Member” (on the date of submission of the tender) shall continue to hold at least 30% of the shareholding in the SPC till the temporary occupancy/completion certificate at least one phase of the project is obtained from the NOIDA. (emphasis supplied) In this case the lead member was not holding 30% of the share in the SPC and till date they have not completed the first phase of the project. But the officials of the Noida authority kept their eyes closed and allowed the allottees to continue the way they wanted.

81. In case of default in depositing the instalments or any payment, interest @ 14% compounded half yearly shall be leviable for defaulted period on the defaulted amount. (emphasis supplied) The allottees kept on defaulting in payment of the dues of the Noida authority but no efforts were ever made to recover the principal with the contractual interest from the allotee. In more than a decade only 3 or 4 stray notices have been sent. Even those were nothing but just an eyewash. The officials of the Noida authority have miserably failed to recover the dues. This was nothing but an outcome of the conniving parties, which led to a huge loss to the state exchequer. 40 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors.

82. The Lessee shall be required to complete the construction of minimum 15% of the permissible area earmarked for sports, institutional and other facilities within a period of 3 years from the date of execution of Lease Deed and shall complete the project in phases within 5 years. However, the residential and commercial development/construction may be completed in phases within 7 years. (emphasis supplied) Though the Lessee were obligated to complete the construction of minimum 15% of the permissible area earmarked for sports, etc within a period of 3 years from the date of execution of Lease Deed, no part of this has been done till date. Further, a perusal of the provision also shows that the residential portion was to be developed as a quid pro quo for development of the sports facilities. However, by alienating the allotted land to third parties, money has been siphoned off by the allottees while no such development of the sports facilities has ever been carried out. Noida Authority never asked to complete the sports facilities part of the project either.

83. The ‘Completion Certificate’ will be issued by the NOIDA on the completion of the project or part thereof in phases and on the submission of the necessary documents required for certifying the completion of the project or part thereof. (emphasis supplied) This condition was also diluted by the conniving officials.

84. Without obtaining the completion certificate the lessee shall have the right to sub-divide the allotted plot into suitable smaller plot as per the planning norms of the NOIDA only for the area available for residential and commercial use and to transfer the same to the interested parties, if any, with the prior approval of the NOIDA on payment of transfer charges at the rate prevailing on the date of transfer. (emphasis supplied) 41 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. Here the lessee had the right to sub-divide the allotted plot into suitable smaller plot only for the area available for residential and commercial use, and that too after getting the completion certificate. But here the entire project of sports city was subdivided, and further it was illegally transferred to third parties, without the prior approval of the NOIDA, neither the transfer charges were paid.

85. The NOIDA will monitor the implementation of the project. The NOIDA Authority has miserably failed to monitor the (emphasis supplied) implementation of the project.

86. In the scheme the allotment price was kept far below the the market price of that point of time, as the scheme was for development of the sports facility and for this purpose, the price was purposely kept low so the cost of developing the sports facilities could be set off by developing the residential apartments/commercial area. However, the allottees took the undue benefit of the low price, and after the allotment, without paying the further instalments (which was 90% of the allotment cost) sold it off to smaller builders, by making a huge profit at the cost of Noida authority and the public at large. It was clear from the policy and brochure, that the lead member should be the single largest shareholder having at least 30% share in the Consortium and he was supposed to hold back his 30% shares till they get temporary occupancy or completion certificate of at least the first phase of the project. However, soon after the allotment of project to the Consortium, the Noida authority in complete violation of the policy and the scheme, went on dividing/ sub dividing the plots.

87. The intent of the consortium members was evident from the inception, as the subdivision of plots was clearly part of a calculated 42 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. scheme. Their aim was to distribute all the advantages and assets of the Sports City among various smaller entities while concentrating the liabilities specifically, the obligation to develop sports facilities into two companies, of which one was the petitioner. The petitioner company claims to have taken a financial assistance by issuing debenture. Since the petitioner had not developed any thing one wonders where has the money been spent. The petitioner company, was pushed into insolvency as part of a broader strategy with the sole intention of defrauding the Noida authority and the State. The persons behind the said companies utilized the land earmarked for recovery of cost to build the sports facilities to third parties in connivance with Noida Authority officials, effectively putting these funds which were earmarked for public use outside the scope of recovery. These lands were meant for generation of revenue to complete the sports facilities, which was required to be put into the intended use.

88. No doubt, the sub division of the plot was allowed but it had certain riders and condition attached to it, which were never followed in its true sense and spirit. In this case, the officers of the NOIDA Authority purposely chose to be blind to the attached condition and merely went on bifurcating the entire sports city, with the sole intention of extending undue advantage to the allottees/ Builders.

89. Sanction of the map, even if it exists, has to be read along with the scheme and the lease deed as well as the statutory provisions. Any sanction contrary to the provisions of the Act, brochure, allotment and lease deed will by itself be a deviation and this deviation being not recognized under the law, hence, the Grundnorm Principle would be applicable. 43 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors.

90. Therefore, the petitioner cannot claim right unfairly, particularly when, the layout plan was not prepared by the Noida Authority, but was prepared by the petitioner himself and deliberately taken the responsibility of developing the sports facility, though the petitioner had no intention of doing the same.

91. From the material on record, it transpires that the promoter of the petitioner company are the same as that of 7 out of 9 consortium members companies, the internal division of the responsibilities, were made in a way that all the cream of the project was parked in smaller entities, and all the liabilities of completing the project into two companies. The intention of the petitioner right from the beginning was not to develop the sports city but just to sell of the smaller creamy portion of the project, and to make money.

92. Since in this case there has been a web of companies incorporated by the same promoters and all of his newly incorporated companies applied as a consortium, and there after the share holdings have changed in certain companies without the permission of the authority, contrary to the provisions of the sports city scheme. Hence it is necessary to pierce the corporate veil and see who are the people/entity responsible for the fraud/ scam. I. INSOLVENCY –LIFTING OF CORPORATE VEIL

93. In this case the project was allotted to a consortium, surprisingly all the members of the consortium companies were incorporated after the scheme was launched and the promoters of all the companies were same, which goes to show the consortium was not a genuine consortium but was made of a group of companies owned by same set of people, who 44 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. after getting the allotment, got it sub-divided and a development plan was applied and approved in such a way, that all the assets of the Sports City were kept in by various small companies and the liability of developing the sports facility was kept with two companies.

94. Few of the companies in this consortium have gone into insolvency. The insolvencies of these companies were designed only to avoid payment to Noida Authority, banks/ financial institutions, State of U.P. to find out the actual accused person who was involved in this bungling/fraud, which resulted into the insolvency, it is necessary to lift the corporate veil of the web of these companies. And to see whether they are trying to hide their fraudulent activities and themselves under the mask of the company being a separate juristic personality.

95. Out of all the companies, who are involved in the development of the Sports City following four companies have gone into insolvency, which are M/s Sequel Buidcon Pvt. Ltd., M/s Arena Super Structure Pvt. Ltd., M/s Kindle Developers Pvt. Ltd. M/s Three C Green Developers Pvt. Ltd. (petitioner herein). The first three companies named above were assigned the task of developing residential part of sports city. They were the original members of the consortium or their 100% subsidiary companies of the allottees and had only one business of developing the sports city. Surprisingly in all these companies the original promoters were the same (i.e. Niramal Singh, Surpreet Singh Suri and Vidur Bharadwaj). They have collected huge amount of money by selling part of the project to various other entities (by share transfer of various small holding companies). Obviously, this would have been sold at a price. The money would have come in the vendor company/ or any other of its concern or in personal accounts of the promoters (i.e Nirmal Singh, Vidur Bhardwaj and Surpreet Singh Suri). Now the question is where 45 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. did the sale consideration go. This money was for the land which was to be used for generating the revenue to construct the sports facilities. No such facility has been made. The entire sale proceeds were syphoned off and thereafter allowed the petitioner company to slip into insolvency. Definitely, this insolvency is a tailor-made insolvency just to avoid civil and criminal liabilities and to avoid payment of the dues and completing the obligation of developing the Sports City. This is nothing but just a fraud played on Noida Authority as well as on the State and other stakeholders/ creditors.

96. Due to the occurrence of the above instances of fraud and irregularities, the law has taken change with its earlier exception that, a company is a separate juristic personality and the liability of the company cannot be recovered from the property of directors. In due course of time, certain exceptions have been carved out in the doctrine of separate juristic personality of the company. The doctrine of ‘piercing of corporate veil’ was initially crystallized in In Salomon v. Salomon & Co. Ltd. [Salomon v. Salomon and Co. Ltd.11, , the House of Lords had observed, the company is at law, a different person altogether from the subscriber. However, the courts have come to recognise several exceptions to the said rule. While it is not necessary to refer to all of them, the one relevant to us is ‘when the corporate personality is being blatantly used as a cloak for fraud or improper conduct’.

97. This doctrine of lifting corporate veil was carved out to be used whenever and wherever the situation so warranted. Lord Denning in Littlewoods Stores v. I.R.C.12, held:- 11 1897 AC 22 : (1895-99) All ER Rep 33 (HL) 12 1969 (1) WLR 1241 46 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. “The doctrine laid down in Salomon’s case has to be watched very carefully. It has been supposed to cast a veil over the personality of a limited company through which the Courts cannot see. But that is not true. The Courts can, and often do, draw aside the veil. They can, and often do, pull off the mask. The way with group accounts and the rest. And the Courts should follow suit…….”

98. On the doctrine of ‘piercing of corporate veil’ the Hon’ble Supreme Court in the matter of State of U.P. v. Renusagar Power Co13 has held that, in the expanding horizon of modern jurisprudence, the lifting of the corporate veil is not only permissible, its frontiers are unlimited and ever expanding. It further significantly observed that the lifting of the corporate veil was a changing concept and of expanding horizons.

99. The Hon’ble Supreme Court in State of Rajasthan and others vs. Gotan Lime Stone Khanij Udyog Private Limited and another14 has held as under:- “The principle of lifting the corporate veil as an exception to the distinct corporate personality of a company or its members is well recognized not only to unravel tax evasion[7] but also where protection of public interest is of paramount importance and the corporate entity is an attempt to evade legal obligations and lifting of veil is necessary to prevent a device to avoid welfare legislation[8]. It is neither necessary nor desirable to enumerate the classes of cases where lifting the veil is permissible, since that must necessarily depend on the relevant statutory or other provisions, the object sought to be achieved, the impugned conduct, the involvement of the element of the public interest, the effect on parties who may be affected etc.” The principle of lifting the veil of corporate personality has been

100. upheld in Subhra Mukharjee & another v. Bharat Cooking Coal Ltd. & another15; Calcutta Chromotype Ltd. vs. Collector of Central Excise Kolkata16, New Horizon Ltd. & another vs. Union of India and others17, 13 14 15 16 17

That in consideration of the total premium 10% was to be paid at the time of allotment and the balance was to be paid by the Lessee in instalments on dates specified along with interest @ 11% per annum compounded every half yearly from the date of allotment, on the balance outstanding on timely payment. Schedule of payment of instalments was also give, the first instalments starting from 4.11.2011 and the entire payment was to be made by 4.5.2020 No separate notices for deposit of the instalment/lease rent was to be issued by Lessor. The LESSEE was under the strict obligation that the due instalments along with interest were to be deposited on the due date. In case of failure to deposit the due instalment by the due date, the LESSOR may cancel the allotment. However, in exceptional circumstances, an extension of time for payment of an instalment could be permitted subject to payment of interest @ 14% p.a. (11% normal interest + 3% penal interest) compounded half yearly on the defaulted amount and for the defaulted period. A lease of Ninety years on “AS IS WHERE IS BASIS” was granted on the terms and conditions as given below:- (a)…. (iii) In case of failure to deposit the due lease rent by the due date, interest will be charged @ 14% p.a. (11% normal interest + 3% penal interest) compounded half yearly, on the defaulted amount and for the defaulted period. (iv) For the purposes of this document, the date of issue of the allotment letter shall be treated as the date of allotment and the date of execution of the lease deed shall be treated as the date of taking over of possession. II. …. (a) The lead member should be the single largest shareholder having at least 30% shares in the consortium. The percentage of shareholding of the lead member shall remain minimum of 30% till the temporary occupancy/completion certificate of at least one phase of the project is obtained from the Lessor. (h) The construction of the building and development on the plot shall have to be done as per development norms, controls prescribed under the scheme/building regulations & directions of the Lessor and only after the prior approval of the building plans by the Lessor. 7 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. (a) All the infrastructural services shall have to be provided by the lessee within the plot area only. (i) The Lessee shall be required to complete the construction of minimum 15% of the permissible area earmarked for sports, institutional & other facilities within a period of 3 years from the date of execution of Lease Deed and shall complete the project in phases within 5 years. However, the residential and commercial development/construction may be completed in phases within 7 years. Further more, the lessee has to develop residential and commercial component in the project in proportion to area earmarked for recreational uses. However, extension in exceptional circumstances can be granted by NOIDA, on payment of extension charges applicable as per prevailing policy at the time of granting such extension. Delays due to encroachment, force majure, legal issues like stay orders etc. shall be considered for extension. The construction on the land shall have to be done as per the controls prescribed under these Terms and Conditions and the building regulations and directions of the NOIDA. (j) The lessee shall be wholly and solely responsible for the implementation of the Project and also for ensuring the quality of development/constructions, subsequent maintenance of the building and services, till such time as the alternate agency for such work is identified and legally appointed by the Lessee after prior written approval of the LESSOR. The project may be implemented by lessee through Special Purpose Company and/or through its subsidiaries. The relationship between Special Purpose Company & its subsidiaries would be governed by the prevailing law, rules and regulations. However, mortgage permission can be accorded to Special Purpose Company for implementation of project as per prevailing rules & regulations of Lessor. (l) The lessee can transfer the whole plot and the buildings constructed thereon with the prior permission of the LESSOR, after payment of transfer charges as the prevailing policy of the LESSOR. However, the lessor reserves the right to reject any such transfer application without assigning any reason whatsoever. In addition to the transfer charges as per prevailing policy of the LESSOR, the lessee shall also pay an amount of Rs.10,000/- towards the processing fees. All the terms and conditions of the brochure, the allotment, the permission for grant of transfer, lease deed etc. shall be binding on the lessee, as well as the transferee(s). Change in Constitution will be permitted as per prevailing policy of the Lessor and as per terms and conditions of the brochure of the scheme. No transfer charges shall be applicable if built up space of commercial plot is transferred within two years from the date of issuing of 8 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. the completion certificate by the LESSOR. Thereafter, the transfer charges shall be payable on a pro-rata basis as applicable. In addition to the transfer charges, an amount of Rs.10,000/- shall also be payable against the processing fee. The lessee will be permitted to transfer the built-up space on the fulfillment of the following conditions :- (i) The lessee has made full payment of the plot premium along with interest thereon and the up-to-date lease rent alongwith interest, if any, due thereon. (ii) The lease deed as per rules has been duly executed. (iii) The lessee has obtained the building completion certificate from the LESSOR. (iv) The sub-lessees/transferees undertake to put to use the premises for the original permissible use only and the premises being transferred are as per completion certificate and are not part of any common area. (v) The lessee shall also execute a sub-lease deed between lessor, lessee and proposed transferees (sub-lessees). The lessee/sub-lessees shall also ensure adherence to the building regulations and directions. All the terms and conditions of the allotment and lease deed shall be applicable and binding on transferee/sub-lessees as well. (vi) The transferees/sub-lessees shall also be required to pay pro-rata lease rent as applicable. The transferees/sub-lessees shall be required to make the built-up space functional within one year from the date of sub-lease and submit sufficient documents to the LESSOR in proof thereof. Thereafter, extension charges, as applicable, shall be payable. (vii) All the terms and conditions of the brochure, allotment, permission for grant of transfer, lease deed etc. shall be applicable on the lessee as well as the transferees(sub-lessees). (viii) The lessee, sub-lessee are not eligible for any preferential allotment of the residential plot or house under various scheme of NOIDA. (m) The lessee and sub-lessees (transferees) shall not use the Sports City plot for any purpose other than for which the plot is allotted. In case of violation of any allotment condition, the allotment shall be liable to be cancelled and the possession of the premises along with the structures thereon, if any, shall be resumed by the LESSOR. (n) The lessee and sub-lessee(s)/Transferee(s) will be liable to pay all rates, taxes, charges and assessment of every description imposed by any authority empowered in this behalf from time to time, in respect of the plot and the buildings constructed thereon. 9 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. (o) If the lessee and/or sub-lessee(s)/Transferee(s) fail to deposit the due money/installment within the given time or such extended period as is allowed by the LESSOR or commit any breach of the terms and conditions as laid down in this brochure, allotment letter, lease deed, the allotment/lease may be cancelled/determined and 30% of the total premium of the plot or the premium/instalments deposited till then along with lease rent, interest, extension charges etc. deposited, whichever is less, shall be forfeited in favour of the LESSOR. Balance amount, if any, after forfeiting the amount as indicated above, will be refunded without interest. Possession of the plot, along with the structures, if any, thereon, shall be resumed in favour of the LESSOR and the lessee shall not be entitled to claim any compensation for the same. (p) The allotment is found to be obtained by any misrepresentation, concealment, suppression of any material facts by the lessee, the allotment of plot will be cancelled and/or lease will be determined, as the case may be. In addition, the entire money deposited by the lessee and sub-lessee(s)/ Transferee(s) shall be forfeited and legal action for such misrepresentation, concealment, suppression of material facts shall be taken. (Emphasis supplied)

10. Since the possession of the entire allotted land could not being given, the allottee made a representation for granting the benefit of Zero Period from the date of allotment to the date on which the actual physical possession has been given. After deliberation, Noida Authority came to a conclusion on 16-07-2012, that as per Clause 42 of the lease deed, the sports city is an integrated project and unless the possession of the entire land is given, it is not possible to start the integrated project of Sports City. Hence, it agreed to grant the benefit of Zero Period.

11. The Noida Authority vide letter dated 09-08-2012, informed the allottees that the Board of NOIDA has taken a further decision in its meeting held on 25th July, 2012 that on handing over of possession of 80% of allotted land (80% of 7,25,500 Sq. mtrs .i.e. 5,82,000 Sq. mtrs.), the issue will be treated as closed since the original terms of allotment provides variation of 20% of the allotted land and the allottees have 10 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. consented to this condition. And, thereafter, allotted the balance land in the adjacent sector which was abutting to the already allotted plot.

12. The Noida Authority vide its letter dated 16-09-2014 permitted subdivision of Plot No.SC-01/C, Sector 79, allotted to. M/s Three C Green Developers Pvt. Ltd. which had only 2,50,027 Sqm, as per the following: Name of Company M/S Three C Green Developers Pvt Ltd IT Piyush Solutions P Ltd. ( Sub-lessee) Three C Infra Creations Pvt Ltd. ( Sub-lessee) Three C City Developers Pvt Ltd ( Sub-lessee) Water-ePearl- infotech Pvt Ltd. ( Sub-lessee) Three C Builders Pvt Ltd ( Sub- lessee) Three C Builders Pvt Ltd (Sub- lessee) Area (Sq.mtrs) Plot No. Date Title Document SPC 1,66,459.30 SC-01/C

17.11.14 Balance land 28,000.00 SC-01/C3

17.11.14 24,000.00 SC-01/C4

17.11.14 20,000.00 SC-01/C5

11.12.14 24,000.00 SC-01/C6

17.11.14 16,000.00 SC-01/C7

11.12.14 25,750.00 SC-01/C8

11.12.14 Lease Sub Deed Lease Sub Deed Lease Sub Deed Lease Sub Deed Lease Sub Deed Lease Sub Deed

13. Soon thereafter the petitioner No.1 again requested the Noida Authority to sub divide the plot No. SC-1/C2 into 2 parts in favour of its 100% subsidiary company M/s Robust Innovations Pvt. Ltd. This request was accepted vide letter dated 03-10-2012 on the same terms and conditions of brochure of the scheme and lease deed, and the allotment letter. Accordingly, a correction deed was executed between the Noida 11 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. Authority and the petitioner on 19-10-2012, giving a fresh payment of Schedule. According to which the entire instalments were to be paid by the allottees in between 4.11.2011 to 4.5.2021.

14. The petitioner on behalf of the consortium applied for sanction of the integrated map for the development of the sports city SC-01, Sector- 78, and 79, which was approved on 16.11.2012, wherein the allottees themselves divided the responsibilities, and assigned themselves their parts for the development of residential, commercial and sports facility.

15. The Noida Authority in its 179th meeting on 27-05-2013 resolved that the balance land where possession could not be given, in lieu thereof 48,520 square meters of land of the adjacent sector be allotted. Accordingly, for the balance land a letter was issued on 21-06-2013, allotting the 48,520 square meters of land. With the allotment of this land, the mark of 80 per cent of the area for the sports city was achieved.

16. Noida Authority by now had divided the entire sports city of sector 78 & 79 into various plots and executed a lease deed to various companies who were 100% subsidiaries of the allottee companies. A revised integrated plan for development of the sports city was filed by the petitioner as well as on behalf of the other consortium partners, as per which they divided amongst themselves the responsibility of developing the entire sports city (which included sports facilities, residential and commercial part of the project). This map was approved by the Noida authority on 16.06.2014 wherein each sub lessee had separately taken up the responsibility of developing residential, commercial as well as sports facilities. The obligation of various companies for completion of residential, commercial and sports facilities were earmarked in the approved map and were as follows:- 12 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. Plot No. SC-01, 01, Sector 78, 79 & SC -01/A&B, Sector-101, NOIDA (U.P.) S.No. Company, Their Plot No. & (Plot area given to each company in sq. mtr.) FAR to be developed by each company in sq. mt. PROPOSED GROUND COVERAGE (SQ.M.) PROPOSED FAR (SQM) SPORTS (IN SQM) RESIDENT IAL (IN SQM) (A) COMME RCIAL (IN SQM) (B) SPORTS (IN SQM) (C) RESIDENTI AL (IN SQM) (P) SPORTS (IN SQM) (R) COMM ERCIAL (IN SQM) (Q) 1 3 4 5 6 9 10 11 12 13 14 15 16 M/S BUILDCON LTD. SEQUEL PVT. SC-01/A1, SEC-79 (50,000.00) M/S ARENA SUPERSTRUCTURES PVT. LTD. SC-01/A2, SEC-79, (50,000.00) M/S SEQUEL BUILDING CONCEPT Pvt. Ltd. SC-01/B1, SEC-79, (24,000.00) M/S GOLFGREEN BUILDCON PVT.LTD. SC-01/B2, SEC-79, (24,000.00) M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/C1, SEC-79, (3,04,209.30) ROBUST M/S INNOVATIONS PVT.LTD. SC-01/C2, SEC-79, (8000.00) KINDLE M/S DEVELOPERS PVT.LTD. SC-01/D1, SEC-79, (40,000.00) M/S GOLFGREEN RESIDENCY PVT. LTD. SC-01/D2, SEC-79, (10,000.00) A/S GOLFGREEN ESTATES PVT. LTD. SC-01/D3, SEC-79, (25,000.00) M/S GOLFGREEN MANSIONS PVT. LTD. SC-01/D4, SEC-79, (25,000.00) XANADU M/S REALCON PVT. LTD. SC-01/E1, SEC-79, (40,000.00) M/S GOLF GREEN INFRA PVT.LTD. SC-01/E2, SEC-79, (20,000.00) M/S GOLFGREEN SUPERSTRUCTURES PVT. LTD. SC-01/E3, SEC-79, 1,37,500.00

35000.00

15000.00

0.00

0.00

137500.00

0.00

0.00 1,37,500.00

35000.00

15000.00

0.00

0.00

137500.00

0.00

0.00 66,000.00

16800.00

6735.00

465.00

0.00

65340.00

680.00

0.00

0.00

16800.00

7200.00

0.00

0.00

0.00

0.00

0.00 2,57,256.95

198390.51

101101.78

417.01

4300.00

250856.95

400.00

6000.00 12,000.00

5600.00

2400.00

0.00

0.00

12000.00

0.00

0.00 78,714.00

28000.00

11740.00

260.00

0.00

77814.00

900.00

0.00 22,500.00

7000.00

2830.00

170.00

0.00

22330.00

170.00

0.00 56,250.00

17500.00

7250.00

250.00

0.00

55750.00

500.00

0.00 62,500.00

17500.00

7175.00

325.00

0.00

61812.50

687.50

0.00 1,10,000.00

28000.00

11680.00

300.00

0.00

108998.00

1002.00

0.00 55,000.00

14000.00

5795.00

205.00

0.00

54795.00

205.50

0.00 55,000.00

14000.00

5000.00

400.00

0.00

54450.00

550.00

0.00 13 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. 4,281.75

9990.75

0.00

0.00

4781.75

0.00

0.00

4281.75

0.00

19170.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

29330.00

0.00

0.00

0.00

0.00

0.00

0.00 17 18 19 (20,000.00) M/S XANADU INFRATECH PVT. LTD. SC-01, SEC-78, (14,272.50) M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/A, SEC-101, (19,170.00) M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/B, SEC-101, (29,350.00) PROPOSED DEVELOPMENT 10,54,502.70 ----- ------ -----

28.38 -----

5074.00 ----- PERMISSIBLE DEVELOPMENT 7,03,001.80 7,03,001.80 SUBSIDIARIES 10,54,502.70

492161.26

198840.50

14060.01

5881.75

852038.18

5624.01 ------- SPORTS FACILITIES PLOT NO. FACILITIES TO BE IN LAND PARCEL AMOUNT MIN. TO BE SPENT (IN CRORE) M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/ C1 ARENA M/S STRUCTURE PVT. LTD. SUPER SC-01/ A2 GOLF COURSE (9 HOLE)

40.00 MULTIPURPOSE PLAYFIELD

10.00 M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/ C1 TENNIS CENTRE M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/ C1 SWIMMING CENTRE

35.00

50.00 M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/ C1 PRO-SHOPS/FOOD BEVERAGE AND

30.00 M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/ C1 M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/ C1 M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/ C1

65.00

30.00 IT CENTRE/ADMINISTRATION/MED IA CENTRE INDOOR MULTIPURPOSE HALL, INCLUDING SPORTS HALL GYMNASTIC, TABLE TENNIS, SQUASH, BASKET BALL, VOLLEY BALL BADMINTON, ROCK CLIMBING CRICKET ACADEMY

50.00 ALL - INTERNAL ROADS AND PARKS

25.00 M/S XANADU INFRATECH PVT. LTD. SC-01, SEC-78 HOSPITAL/SENIOR LIVING/MEDICINE CENTRE

60.00 ALL - CIRCULATION CARPETING, UTILITIES ETC. SPACES,

15.00 14 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors.

17. The petitioner again sought benefit of Zero Period, which was granted vide letter dated 30.12.2026 on 5,50,729.30 square meters of land parcel up to 31-01-2017. The petitioner further submitted that even after the additional land 48,520 square meters was allotted, still there were certain encroachments and the actual physical possession of the plots were not handed over free from all encumbrances.

18. After this Zero Period Order, vide its letter dated 13-01-2017, the Noida Authority issued a revised payment plan for the petitioner’s subleased plot according to which the liability of the allottee for payment to Noida Authority was shifted to start from six months of Zero Period i.e. from 31st January 2017, thus the revised payment plan started payment from 31st July 2017 to 31st January 2025. This fixation of zero period and the payment plan given by Noida Authority was not contemporaneously challenged.

19. The Noida Authority, vide letter dated 08-01-2018, further allotted 24,408 square meters extra land. With that the total area allotted to the Petitioner became 7,27,500 square meters.

20. The petitioner made a representation claiming that the entire land for the sports city was not allotted free from encumbrances, and the possession of the allotted land was also not given. And hence the Noida authority should also not ask for the payment of the due instalments. Since no decision was taken by the Noida authority on this representation, hence, the petitioner has filed the instant writ petition seeking following reliefs:- “i. To issue a writ order or direction in the nature of mandamus commanding the respondent no.3 to hand over the encumbrance free Land comprising of Plot Nos. SC-01/A2, SC-01/B1, SC-01/C1, SC- 01/C3, SC-01/C4, SC-01/C5, SC-01/C6, SC-01/C7, SC-01/C8, Sec 79 15 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. and Plot No. 01/A and Plot No. 01/B, Sector 101, and Plot no. SC-01, Sector 78, Noida, as allotted and leased to the petitioner by the Respondent No. 3 which was acquired under the land Acquisition Act and already handed over by the Additional District Magistrate (Land Acquisition) to the respondent no.3. i (a)To issue a writ order or direction in the nature of certiorari calling for record and quashing the impugned notice dated 21-08-2019 and 12-09-2019. ii. To issue an appropriate writ, order or direction in the nature of mandamus to restrain the Respondent No.3 from levying or collecting any lease rent from 01.02.2017 till date. iii. To issue an appropriate writ, order or direction in the nature of mandamus to restrain Respondent No.3 to levy or collect any interest or penal interest on the land premium from 01.02.2017 till date iv. To issue any other order of direction which the Hon'ble Court may deem fit and proper in the circumstances of the case. V. To award the cost of the petition to this petitioner.”

21. It seems the petitioner No.1 had raised some loan by way of issuing of debentures. Petitioner has not been able to service this debt. As a result, the Debenture trustee has filed an application under Section 7 of the Insolvency and Bankruptcy Code, 20162 during the pendency of this writ petition. The application under Section 7 of the IB Code, 2016 has been admitted by NCLT and an IRP has been appointed, who stepped into the shoes of the petitioner. D. ARGUMENTS ON BEHALF OF THE PETITIONERS

22. Learned counsel for the petitioner submitted that the Consortium was allotted 7,27,500 square meters of land vide Allotment letter dated 04-05-2011 for the development of Sports City and the possession was given for 5,92,300 square meters only.

23. Learned counsel for the petitioner further submitted that Noida has issued a scheme and entered into contractual obligations with various 2 IB Code 2016 16 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. parties without having requisite land under the said allotment. The Scheme was launched in 2011 which was required to be developed 100% by 2017/ 2019. But the fact is that the work could not be initiated due to non-availability of land. The entire land has still not been made available by Noida. Noida has facilitated sub-lease and sub-divisions of the total project area. However, the Sports City being an integrated and joint obligation of all the lessees, subsidiaries and sub-divided land owners should be viewed as one holistic project from the development view point. All the stakeholders viz. allottees of Noida Sports City -79, sub- allottees, sub lessees / subsidiaries should be directed to contribute for the amount required for development of Sports in ratio of FAR being developed by them. Noida should agree for a conciliatory process under the aegis of senior mediator/conciliator considering the scheme of Sports City and contributions to be taken by interested parties so that Sports City under the scheme of 2011 can be given full effect.

24. Learned counsel for the petitioner argued that the Noida Authority, till today, has not been able to provide contiguous land parcel to the petitioner. The sports city, as envisaged in the Sports city scheme, cannot be developed in a piecemeal.

25. Learned counsel for the petitioner further submitted that the Noida was obligated to provide possession of the entire land, construct, develop and provide the required infrastructure, access and approach road to the Sports City, which has not yet been developed by Noida.

26. Learned counsel for the petitioner further asserted that certain land parcels, specially Khasra No. 770, over which such infrastructure, access and approach road for the Sports City is to be constructed by the Authority is yet to be acquired by the Noida Authority. The Authority 17 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. has not taken any action for acquisition, construction and development of any such infrastructure, access and approach road to the Sports City Project.

27. Learned counsel for the petitioner also submitted that the possession of contiguous land could not be given to the petitioner till date. Khasra Nos. 765, 764, 124, 51, 49, 760, 755, 757, 758, 754, 746, 747, 70, 759, 753, 767, 770, 55, 67, 50 & 68 at Village Sohrakha Zahidabad, Pargana, Tehsil Dadri, District Gautam Budh Nagar (forming Plot No SC-01-01, Sector 78, 79 & 101, Noida, District Gautam Budh Nagar, UP) are land belonging to other persons which is spreading in between and across the land parcel leased to the petitioner. The non- availability of the contiguous land parcel is seriously affecting the development of sports facilities specially the development of mandatory Golf Course.

28. In this backdrop, learned counsel for the petitioner vehemently submitted that the Noida authority should immediately provide the possession of the entire land earmarked for the sports city project to the petitioner and till then should not ask for the payment of the instalments and the interest due on it as the Noida authority has failed to fulfil their part of obligations. E. ARGUMENTS ON BEHALF OF THE NOIDA AUTHORITY

29. Sri Manish Goyal, learned Senior Advocate assisted by Sri Kaushalendra Nath Singh, learned counsel for the Noida authority emphasized the scheme of Sports City and made the following submissions. 18 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors.

30. Under this scheme, the project proponent was required to develop a state-of-the-art Sports City meeting international standards. To set off the costs associated with its development, 30 percent of the total project area was allocated for development of residential and commercial part, with an FAR of 1.5.

31. The project was allotted to a consortium headed by M/S Xanadu Estates Private Limited. M/S Xanadu Estate being a leading member ought to have 30 percent share in the consortium and rest of the consortium was divided by eight of the companies, which included M/s Three C Green Developers Pvt. Ltd, M/S Meriton Infotech Pvt. Ltd., M/ S Sutlej Agro Products Ltd., M/S Xanadu Infradevelopers Pvt. Ltd., M/S Xanadu Infatech Pvt. Ltd., M/S Xanadu Realcon Pvt. Ltd, M/S Sequel Buildcon Pvt. Ltd, M/S Sequel Building concept Pvt. Ltd. and M/S Kindle Developers Pvt. Ltd.

32. The 100 per cent share of M/S Xanadu Estates Private Limited was held by company called M/S Three C Universal Developers((99.99 percent share and Mr. Supreet Singh Suri who was the nominee of M/S Three C Universal Developers held 0.01%shares ).

33. The consortium members and their shareholdings in the consortium were as follows- Sl.No. Members Status 1 2 3 4 M/S Xanadu Estates Pvt. Ltd. Lead M/S Meriton Infotech Pvt. Ltd M/S Sutlej Agro Products Ltd Relevant Relevant M/S Xanadu Infradevelopers Pvt. Ltd. Relevant % of share holding of lead and member relevant consortium 30% 5% 5% 10% 19 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. 5 6 7 8 9 M/S Xanadu Infatech Pvt. Ltd. M/S Xanadu Realcon Pvt. Ltd M/S Sequel Buildcon Pvt. Ltd Relevant Relevant Relevant M/S Sequel Building concept Pvt. Ltd. Relevant M/S Kindle Developers Pvt. Ltd Relevant Total: 10% 10% 10% 10% 10% 100%

34. The original allotment on 04-05-2011 for this Sports City was for 7,27,500 sqm. However, only 5,92,300 sq. mtrs. of land was handed over to the consortium members. The balance of 1,07,595.20 sq. meters of land was still not in possession of Noida Authority and hence the possession could not be given and 80% of project land was not allotted to the project proponent.

35. Out of 5,92,300 sq. meters. only 5,33,528.80 sq. meters were given possession, hence, in the Board Meeting (177th meeting) held on 16-07-2012 a benefit of Zero Period was awarded to the allottees. This zero period was from the date of allotment till the date on which the actual physical possession of 80 percent of land was to be awarded to the project proponent.

36. Thereafter, a correction deed was executed on 19-10-2012 between the Noida Authority and the allotees granting benefits of Zero Period and the payment schedule was also resheduled.

37. On 5,33,528.80 sq. mtrs of land, which was made available to the project proponent, the project proponent made an application to the Noida Authority, for the approval of the master lay-out plan, which was approved by the authority on 16-11-2012. 20 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors.

38. The Board of Noida Authority in its 179th meeting held on 27-05- 2013 resolved that 48,520 sq.mtrs. land which was in the adjacent Sector 101 may be carved out and handed over to the project proponent so that the minimum 80% requirement of the project land is completed and thereafter the benefit of Zero Period would come to an end. Accordingly, the Noida Authority issued a letter to the petitioner no.1 on 21-06-2013 allotting the additional land, along with the possession, and with this allocation, the total land allotted to the project proponent in the Sports City exceeded the 80% threshold, resulting in the termination of the Zero Period benefit.

39. The original allottee representing the entire group filed a Master Plan for development in the entire Sports City. In this, they themselves had assigned the role of each individual company /member of the Consortium and the developments they were supposed to carry out. The map was approved on 16.06.2014, in which the roles and obligations of each of the companies were earmarked and was approved by Noida Authority. The chart, which is part of the map shows the role of each company and their obligations, which they as an internal arrangement had assigned themselves along with the cost as per the brochure, which was as follows:- SUBSIDIARIES PLOT NO. FACILITIES TO BE IN LAND PARCEL SPORTS FACILITIES M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/C1 GOLF COURSE (9 HOLE) M/S ARENA SUPER STRUCTURE PVT. LTD. SC-01/A2 MULTIPURPOSE PLAYFIELD M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/C1 TENNIS CENTRE M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/C1 SWIMMING CENTRE MIN. AMOUNT TO SPENT (IN CRORE) BE

40.00

10.00

35.00

50.00 M/S THREE C GREEN DEVELOPERS PVT. SC-01/C1 PRO-SHOPS/FOOD AND BEVERAGE

30.00 21 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. LTD. M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/C1 IT CENTRE/ADMINISTRATION/MEDIA CENTRE

65.00 M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/C1 HALL INDOOR MULTIPURPOSE HALL, SPORTS INCLUDING TABLE TENNIS, GYMNASTIC, SQUASH, BASKET BALL, VOLLEY BALL BADMINTON, ROCK CLIMBING M/S THREE C GREEN DEVELOPERS PVT. LTD. SC-01/C1 CRICKET ACADEMY ALL - INTERNAL ROADS AND PARKS M/S XANADU INFRATECH PVT. LTD. SC-01, SEC-78 HOSPITAL/SENIOR LIVING/MEDICINE CENTRE

30.00

50.00

25.00

60.00 ALL - CIRCULATION SPACES, CARPETING, UTILITIES ETC.

15.00

40. However, the Noida Authority once again granted benefit of Zero Period to the project proponent and the benefit of Zero Period was extended till 31-01-2017.

41. In the meanwhile, some other members had individually applied for constructions of residential and commercial part of their project which were approved. While doing so, none of the sub-lessee/ allottees ever raised an issue that the possession of land was not with them. In fact, some of the members started advertising and booking flat, and started construction on their land.

42. In spite of availing the benefit of the zero period and after execution of the fresh payment plan, the petitioner company still did not pay the due instalments and a notice for payment of the dues was issued on 24.02.2015, 24.07.2023 and 30.08.2024. The petitioners herein have defaulted in making payment for the lease premium and when the Noida Authority asked them to pay the money the instant petition was filed only to ensure that no coercive action may be taken against them by the authority for non-payment of the outstanding dues. 22 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors.

43. He further submitted that the way things were modified/changed by the Noida authority were quite questionable. It is only after change of the government, the scam was unearthed, and the Audit was referred to Comptroller and Auditor General. (hereinafter referred as CAG). The State Government took a very proactive stand and did not grant any extension or revalidation of map because of the illegality done by the allottees.

44. The Comptroller and Auditor General evaluated the matter and gave a report, which was tabled in September 2020. The report given by the CAG was shocking and revealed a huge scam. It mentions as to how the Noida Authority and the State Government had suffered an enormous loss amounting to approximately Rs.9000 crores. Some of the glaring deficiencies pointed by CAG are as follows:- “i. ii. iii. iv. v. vi. vii. viii. ix. Noida Authority had done a wrong pricing of the Sports City. As per the brochure only residential and commercial plots could have only been divided but the Noida Authority sub-divided entire plots, which were earmarked for Sports City. Bids of the allottee were not screened and the turnover of the candidates were also not considered before allotting the plot. The Lead Member having the highest share were ousted from the project completely. The allotment was done to various other companies, who individually could not have qualified in the financial bid evaluation with the result, by adopting such dubious methodology, the Noida Authority had allotted the plots to those, who were not even entitled to apply individually. The Noida Authority did not even bother to collect the installments dues and no effort was ever made by them giving an undue and illegal advantage to the allottees. The finance department has issued a fresh payment plan considering each allottee company as a fresh allottee. The transfer charges for second and third transfer were not even collected. The lease rent was also not recovered. Separate payment plans were issued to all the allottees treating them as individual allottees.” (emphasis supplied) 23 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors.

45. The learned Senior Counsel further submitted that the entire allotment was nothing but a scam wherein the then officers went out of the way to extend undue benefits to the builders/ allottees. The entire gamut of implementation of the project was contrary to the scheme, conditions of the sports city brochure, terms of the allotment letter and the lease deeds.

46. In complete contravention of the policy, scheme and brochure, the allottees were allowed to carry out construction on the said allotted land. The CAG report reveals the impropriety done in connivance with the builders which resulted in such a huge scam.

47. Thereafter, the Board Meeting of NOIDA was held on 18.01.2021 (201st Board Meeting) in which it was resolved that recommendation should be made to Public Accounts Committee to look into the deficiencies pointed out by CAG and give a report. As an interim measure, it was further resolved that no action should be taken towards development of sports city nor any maps should be revalidated. Further, on the basis of the report submitted, in the next Board meeting (202 nd) held on 25.06.2021, it was resolved that the matter may be referred to the State Government for necessary guidance and direction.

48. Learned Senior Counsel submitted that it was on the request of Lead Member of the Consortium that the individual lease deeds were executed in favour of its members or its subsidiaries, and the same was in pursuance of letter of allotment as well as Sports City Scheme. Further, the sports city was to be developed as an integrated project. Since, sub-lessees were all 100% subsidiaries of regular members of the Consortium and were bound by the terms and conditions in the brochure, 24 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. allotment letter and lease, hence all the subsidiaries were under an obligation to develop the Sports City Project and they are bound by the original terms and conditions mentioned in the Lease Deed. This sub- division was mere allocation on the request of allottees for proper implementation of the project and does not constitute a fresh transaction/ allotment.

49. Noida Authority has been castigated for sanctioning the layout plan in favour of the Sub-lessees individually. He further submitted that on the basis of aforesaid analysis it can be concluded that the sub- division in favour of the subsidiary is independently binding on the subsidiary company. The subsidiary company is to perform the obligations as contained in the original terms of the lease and to develop the Sports City Project and cannot claim any independent existence for an independent project.

50. The sanction plan explicitly contains the clause that Sports facilities are to be developed by the Sub-lessee. The Master Layout Plan was submitted by the petitioner M/s Three C Green Developers Pvt. Ltd., which is a Special Purpose Company for only 2.5 lacs sqm of land out of

7.27 lacs sqm of land. However, it proceeded to provide a Master Layout Plan for the entire 7.27 lacs sqm of land. No indefeasible right can be claimed by the petitioner on the basis that a plan has been sanctioned in their favour. The submission of the plan was the own wrong doing of the petitioner for which they cannot take advantage.

51. The petitioner cannot claim right unfairly, particularly when, the layout plan was not prepared by the Noida Authority, but was prepared by the petitioner himself and deliberately taken the responsibility of 25 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. developing the sports facility, though the petitioner had no intention of doing the same.

52. Sanction of the map, even if it exists, has to be read along with the scheme and the lease deed as well as the statutory provisions. Any sanction contrary to the provisions of the Act, brochure, allotment and lease deed will by itself be a deviation and this deviation being not recognized under the law. Hence, the Grundnorm Principle would be applicable.

53. In the last 10 years, the petitioner, (M/s Three C Green Developer Pvt. Ltd.), or any other member of the Consortium or their sub-lessee had not developed any sports facility in the entire Sports City Project which was due to the ill motive of the petitioner, who had no intention to develop the sports facility right from the beginning.

54. The learned Senior Counsel further submitted that it is a perfect case of piercing the corporate veil and to see whether the companies were incorporated out of well-designed nefarious scheme/scam, or was done in the normal course of business.

55. Mr. Manish Goyal, Senior Counsel next submitted that here the corporate insolvency process initiated against the petitioner was tailor made and is nothing but outcome of a nefarious design, of the petitioner and the fraud committed to keep away from the entire responsibility of development of the sports facility of the sports city project. Here the promoters of the petitioner had made a web of companies and they requested to execute various lease deeds with the other member/ subsidiary companies, which were wholly owned and controlled by the 26 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. promoters (namely, Nirmal Singh, Surpreet Singh Suri and Vidur Bhardwaj). On their request, Noida Authority had executed various sub- leases but it seems over a period of time they have sold off the companies/transferred the shares to third party/entities even without taking permission from Noida Authority as well as without completing the first milestone of the project, which was pre-condition of such transfer.

56. Since in this case there has been a web of companies incorporated by the same promoters and all of his newly incorporated companies applied as a consortium, and there after the share holdings have changed in certain companies without the permission of the authority, contrary to the provisions of the sports city scheme. Hence it is necessary to pierce the corporate veil and see who are the people/entity responsible for the debacle.

57. However, in the present case, the separate legal identity of the companies constituting the Consortium has been used to facilitate the evasion of legal obligations of the members held, jointly and severally, towards the development of the Sports City as an integrated whole. It is only by piercing the corporate veil, it would reveal the true nature of the companies and identify the individuals exercising real control over them to hold such persons directly liable.

58. A comprehensive and inclusive analysis of the present situation reveals that virtually the same set of individuals floated multiple companies to procure leases from the Authority for the development of the Sports City Project as an integrated whole. However instead of discharging their obligation towards integrated development of the 27 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. Project, the aforementioned set of individuals who were effectively behind all the members of the Consortium, under the garb of being independent companies, only focussed on selling the smaller companies at a very high premium and still not pay the Noida authority its dues, and later got themselves in Insolvency.

59. Since the line of distinction between the companies and their Directors (who apparently were the same set of individuals who floated multiple companies) is blurred and the companies merely function as an ‘alter ego’ of the owners evading their legal responsibility, the theory of ‘alter ego’ for piercing the corporate veil becomes applicable.

60. Additionally, since the same set of Directors behind all the individual companies are using the separate corporate entities for their own benefit instead of using it for discharging the obligations undertaken by the companies, the theory of ‘instrumentality’ for piercing the corporate veil also applies.

61. Learned Senior Counsel further submitted that the reason for piercing the corporate veil in the instant case is to prevent evasion of dues of Noida Authority and the State and to prevent the other Associated Companies, which are inextricably connected and form as one entity, from being used as a front for illegal purposes, and to identify true nature of transactions involved and to prevent fraud being perpetrated and to secure the public interest as well as the interest of homebuyers. To buttress his argument, he has placed reliance on following judgments passed by Hon’ble Supreme Court: 28 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. (i) State of U.P. and others v. Renusagar Power Company and others3 (ii) Delhi Development Authority v. Skipper Construction Company and another4 (iii) Shubhra Mukherjee v. Bharat Coking Coal Ltd.5 (iv) State of Rajasthan v. Gotan Limestone Khanij Udyog Pvt. Ltd. and another6

62. The project of Sports City is to be completed by the Consortium as a lessee and any member of the Consortium cannot, therefore, run away by alleging that it has disintegrated through a statutory process of insolvency. To buttress his argument, he has placed reliance on following judgments passed by Hon’ble Supreme Court and NCLAT:- (i) Asia Foundations and Constructions Ltd. v. State of Gujarat and another7 (ii) Hytone Merchants Pvt. Ltd. v. Satabadi Investment Consultants Pvt. Ltd.8 (iii) Vidarbha Industries Power Ltd. v. Axis Bank Ltd.9 (iv) Raster Images Pvt. Ltd. v. State of U.P.10

63. Though as per the Brochure, the implementation of the project was the duty of Noida Authority, but since development was not carried out and sports facilities were not developed as obligated under the scheme and the lease deed. Shockingly nothing was done to oversee the implementation. On the contrary their action were completely contrary to the brochure, and the scheme of the sports city project and also contrary to the terms and conditions of the allotment letter and the lease 1988(4) SCC 59 (Paras 17, 52 to 61, 65 to 70) 1996(4) SCC 622 (Paras 24 to 28) 2000(3) SCC 312 (Paras 10, 11 & 12) 2016(4) SCC 469 (Paras 23 to 31) 1985 SCC Online Guj 93 (Para 47) 3 4 5 6 7 8 Company Appeal (AT)(Insolvency) No.258 of 2021 (NCLAT) (Paras 34, 38 to 42, 44 & 45) 9 (2022) 8 SCC 352 10 2023 SCC Online 3594 29 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. deed. The entire scam which costed the State and Noida authority a sum of about Rs.9000 crores were done in connivance of the builders / allottees and the then officials of the Noida authority.

64. As per the ROC the share holdings of the allottee/ sub allottee companies has changed after the allotment, though the same was not permissible in the scheme and the brochure. This was done without the permission of the Noida authority. The chart showing name of allotted companies, directors, shareholdings at the time of allotment, and the present shareholdings as per ROC is as follows:- S.No. Plot No. Name Allottee Date of sub- division Director and Shareholder at the time of allotment Present Directors as per record of ROC Present shareholders as per record of ROC SC-01- M/S XANADU INFRATECH PVT. LTD.

24.10.2011 M/s Xanadu Infratech Pvt. Ltd. (100% share holding company of M/s Three C Universal Developers Pvt. Ltd.)- Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Additional Directors- 1. Vinay Kumar Mishra 2. Satish Kumar Tiwari 3. Sameer Sagar Vashishth Shareholders (as on 31.3.2017)

2. SC-01/A- ALPHA/ 79 M/S SEQUEL BUILDCON PVT. LTD.

16.06.2014 Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Directors- 1. Anoop Kumar Srivastav 2. Manoj Kumar Singh 3. Dilip Kumar

3. SC-01/A- I(BETA0/7 9 M/S PINNACLE SUPER STRUCTURES PVT. LTD.

16.06.2014 Director :- 1. Sh. Deepak Khurana 2. Dinesh Kumar Pahwa Directors:- 1. Gurinder Singh Sikka 2. Akhil Gupta Shareholders 1. M/s Sequel Buildcon Pvt. Ltd. Through Sh. Nirmal Singh (99.99 share) 2. Mr. Deepk Khurana(nominee Sequel Buildcon Pvt. Ltd.) (00.01)

4. SC-01/A- M/S ARENA SUPER STRUCTURE PVT. LTD.

16.06.2014 Director :- 1. Sh. Deepak Khurana 2. Dinesh Kumar Pahwa Shareholders 1. M/s Sequel Buildcon Pvt. Jagat Singh Directors:- 1. Shah Alam 2. Thakur 3. Niraj Kumar Sinha Shareholders (as on 12.08.2023) 1. Shah Alam-(9%) 2. Purvanchal Projects Pvt. Ltd. (91%) 30 Shareholders:(as on 31.03.2020) M/s Ajnara India Ltd. (99.94%) Sh. Pramod Kumar Gupta(0.01%) Sh. Ashok Kumar Gupta (0.01%) Sh. Vinod Kumar Gupta (0.01%) Smt. Mamta Gupta (0.01%) Smt. Padma Gupta (0.01%) Smt. Geeta Gupta (0.01%) Shareholders:-(as on 31.3.2019) 1. Sara Buildcon Pvt. Ltd.(75%) 2. Sikka Promoters Pvt. Ltd.(25%) Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. Ltd. Through Sh. Nirmal Singh (99.99 share) 2. Mr. Deepk Khurana(nominee Sequel Buildcon Pvt. Ltd.) (00.01)

4. Joy George Arena Superstructure insolvency process

5. SC-01/B-

03.10.2012 M/S SEQUEL BUILDING CONCEPT PVT. LTD. Director:- 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Shareholders 1. M/s Three C Universal Developers Pvt. Ltd. (99.99 share) 2. Mr. Surpreet Singh Suri (as nominee on behalf of Three C Universal Developers Pvt. Ltd.) (00.01) Bhupinder Directors:- 1. Singh Kochar 2. Ajay Khetrapal 3. Anand Goel 4. Agarwal 5. Pradeep Jain 6. Munish Kher Prashant

6. SC-01/B- M/S GOLF GREEN BUILDCON PVT. LTD.

03.10.2012 Shareholders Directors:- 1. Bablu Kumar 2. Deena Ram

7. SC-01/C-

16.09.2014 M/S THREE C GREEN DEVELOPERS PVT. LTD. Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Directors:- 1. Anand Ram 2. Girish Chand Joshi Pradeep Jain Shareholders (as on 31.3.2024) Sh. (22%) Sh. Bhupinder Singh Kochchar (22%) Sh. Ajay Khetrapal Singh Sh. Anand Goel(12%) Sh. Munish Kher(6%) Mrs. Meenu Kher(5%) Sh. Agarwal(6%) Sh. Pooja Agarwal (5%) Prashant Shareholders (as on 31.3.2014) 1. Sands Silver Buildmart Pvt. Ltd. (25%) 2. Zephyr Projects Pvt. Ltd.-(25%) 3. Arun Kumar Ghai- (50%) Shareholders (as on 31.3.2018) M/s Xanadu Estates Pvt. Ltd. (75%) M/s Xanadu Infradevelopers Pvt. Ltd. (25%)

8. SC-01/C- M/S ROBUST INNOVAEION S PVT. LTD.

16.09.2014 Shareholders- 1.M/s Three C Green Developers Pvt. Ltd.(99.99 share) through Sh. Nirmal Singh 2. Surpreet Singh Suri (Nominee of M/s Three C Greens Developers Pvt. Ltd. (0.01% share) Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Shareholders:- 1. M/s Three C Greens Developers Pvt. Ltd. (99.99% share) through Sh. Nirmal Singh 2. Sh. Surpreet Singh Suri (Nominee of M/s Three C Greens Developers Pvt. Ltd. (0.01% share) Directors:- 1. Ashwani Kumar Gupta 2. Karan Sagar Agarwal Arvind Goel Shareholders:- (as on 31.3.2024) Sh. (50%) Sh. Aswani Kumar Gupta (50%)

9. SC-01/C- M/S PIYUSH IT SOLUTION PVT. LTD.

16.09.2014 Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Directors: 1. Naveen 2. Gopal Singh Shareholders:- 1. M/s Three C Greens Developers Pvt. Ltd. (99.99% share) through Sh. Nirmal Singh 2. Sh. Surpreet Singh Suri Shareholders-(as on 31.3.2020) M/s Eminent Homes Pvt. Ltd. (99.99%) Sh. Nirmal Singh (nominee of M/s Eminent Homes Pvt. Ltd.(0.01%) 31 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors.

10. SC-01/C- M/S THREE C INFRACREATI ON PVT. LTD.

16.09.2014 (Nominee of M/s Three C Greens Developers Pvt. Ltd. (0.01% share) Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Shareholders:- 1. M/s Three C Greens Developers Pvt. Ltd. (99.99% share) through Sh. Nirmal Singh 2. Sh. Surpreet Singh Suri (Nominee of M/s Three C Greens Developers Pvt. Ltd. (0.01% share) Deepak Directors: 1. Malhotra 2. Harshit Singh 3. Akhilesh Mishra Shareholders- M/s Abhi Corporation Pvt. Ltd. (99.99%) Deepak Malhotra (nominee of M/s APCL Pvt. Ltd. (0.01%)

11. SC-01/C-

16.09.2014 M/S THREE C CITY DEVELOPERS PVT. LTD. Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Directors: 1. Jagdeep Singh Gill 2. Pradeep Singh Rathi Shareholders:- 1. M/s Three C Greens Developers Pvt. Ltd. (99.99% share) through Sh. Nirmal Singh 2. Sh. Surpreet Singh Suri (Nominee of M/s Three C Greens Developers Pvt. Ltd. (0.01% share)

12. SC-01/C-

16.09.2014 M/S WATER EPEARL INFORSOFTE CH PVT. LTD. Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Shareholders:- 1. M/s Three C Greens Developers Pvt. Ltd. (99.99% share) through Sh. Nirmal Singh 2. Sh. Surpreet Singh Suri (Nominee of M/s Three C Greens Developers Pvt. Ltd. (0.01% share) Directors: 1. Rakesh Kumar Agarwal 2. Pankaj Kumar Garg 3. Madhur Garg 4. Sumit Garg 5. Sachin Goyal 6. Sunny Agarwal 7. Nikunj Garg 8. Agarwal 9. Aakash Garg Khooshbu Shareholders-(2023- 2024) Ajay Kumar Pratap Singh Sh. (70%) Sh. Rathi (10%) Sh. Praveen Kurele (20%) Shareholders-(as on 31.3.2024) Sh. Dhanesh Chand Agarwal (9%) Sh. Dhanesh Chand Agarwal & Sons (HUF)(6%) Mrs. Aparna Agarwal (5%) Sh. Mahesh Chand Goel (HUF) (5%) Sh. Mahesh Chand Goel (8%) Sh. Abhinav Goel (75) Sh. (20%) Sh. (20%) Mrs. (2.5%) Sh. (2.5%) Sh. Madhur Garg (2.5%) Mrs. Shikha Garg (2.5%) Sh. Rakesh Kumar Agarwal (10%) Dinesh Garg Sachin Goel Nutan Garg Sumit Garg

13. SC-01/C- M/S THREE C BUILDER PVT. LTD.

16.09.2014 Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Shareholders:- 1. M/s Three C Greens Developers Pvt. Ltd. (99.99% share) through Sh. Nirmal Singh 2. Sh. Surpreet Singh Suri Additional Directors: 1. Vinay Kumr Mishra 2. Satish Kumar Tiwari 3. Sameer Sagar Vashishith Shareholders-(as on 31.3.2017) M/s Lotus Green Developers Pvt. Ltd. (25%) M/s Yashali Developers Pvt. Ltd. (25%) M/s Laurel Residency Pvt. Ltd. (25%) 32 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors.

14. SC-01/C- M/S THREE C BUILDER PVT. LTD.

16.09.2014

15. SC-01/D- M/S KINDLE DEVELOPERS PVT. LTD.

03.10.2012 (Nominee of M/s Three C Greens Developers Pvt. Ltd. (0.01% share) Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Shareholders:- 1. M/s Three C Greens Developers Pvt. Ltd. (99.99% share) through Sh. Nirmal Singh 2. Sh. Surpreet Singh Suri (Nominee of M/s Three C Greens Developers Pvt. Ltd. (0.01% share) Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Shareholders:- 1. M/s Three C Greens Developers Pvt. Ltd. (99.99% share) through Sh. Nirmal Singh 2. Sh. Surpreet Singh Suri (Nominee of M/s Three C Greens Developers Pvt. Ltd. (0.01% share)

16. SC-01/D- M/S GOLF GREEN RESIDENCE PVT. LTD.

03.10.2012 Director 1. Sh. Deepak Khurana 2. Dinesh Pahwa Shareholder:- 1. M/s Kindle Developers Pvt. Ltd. (99.99% share) 2. Deepak Khurana(Nominee of M/s Kindle Developers Pvt. Ltd. (0.01% share) Mr. Directors: 1. Vinay Kumar Mishra 2. Satish Kumar Tiwari 3. Sameer Sagar Vashishith Directors: 1. Piyush Tiwari 2. Shikha Tiwari 3. Astha Gupta 4. Gandhi Harshdeep M/s Infrawiz Projects Pvt. Ltd. (25%) Shareholders-(as on 31.3.2017) M/s Lotus Greens Developers Pvt. Ltd. (25%) M/s Yashali Developers Pvt. Ltd. (25%) M/s Laurel Residency Pvt. Ltd.(25%) M/s Infrawiz Projects Pvt. Ltd. (25%) Shareholders-(as on 30.9.2014) 1. Sh. Piyush Tiwari (55%) 2. Ms. Shikha Tiwari (5%) 3. M/s Sunwhite Infrastructure Pvt. Ltd. (40%) Additional Directors: 1. Anil Prakash Sharma 2. Krishan Kumar 3. Rahul Yadav 4. Usha Saraf Shareholders-(as on 31.3.2020) M/s Sunshine Infratech Pvt. Ltd. (99.99%) Sunshine Infrahomes Pvt. Ltd. (0.01%)

17. SC-01/D- M/S GOLF GREEN ESTATE PVT. LTD.

03.10.2012 Director 1. Sh. Deepak Khurana 2. Dinesh Pahwa Directors: 1. Dinesh Kumar Jain 2.Rakesh Kumar Jain Shareholder:- 1. M/s Kindle Developers Pvt. Ltd. (99.99% share) 2. Deepak Khurana(Nominee of M/s Kindle Developers Pvt. Ltd. (0.01% share) Mr.

18. SC-01/D- M/S GOLF GREEN MANSIONS PVT. LTD.

03.10.2012 Director 1. Sh. Deepak Khurana 2. Dinesh Pahwa Directors- 1. Vinod Bahl 2. Pramod Bahl 3. Vikas Gupta 4. Uma Shanker Shareholder:- 1. M/s Three C Universal Developers Pvt. Ltd. (99.99% share) through Sh. Vidur Bhardwaj 2. Mr. Surpreet Singh Suri (Nominee of M/s Three C Universal Developers Pvt. Ltd. (0.01% share) Shareholders-(as on 31.3.2023)

1. Exotica Housing & Infrastructure Projects Privte Ltde.- (99.99%) 2. Mr. Dinesh Kumar Jain (as a nominee of Exotica Housing & Infrastructure Projects Pvt. Ltd.) (.01%) Shreholders (as on 31.3.2024) Sh. Vinod Bahl (25%) Sh. Pramod Bahl (25%) Sh. Uma Shankar (25%) Sh. Amitabh Gupta (25%) 33 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors.

19. SC-01/E- M/S GAURSONS SPORTSWOO D PVT. LTD.

03.10.2012 Director 1. Sh. Deepak Khurana 2. Dinesh Pahwa Directors: 1. Manoj Gaur 2. Sarthak Gaur Shareholders-(as on 31.3.2024) Shareholder:- 1. M/s Three C Universal Developers Pvt. Ltd. (99.99% share) through Sh. Vidur Bhardwaj 2. Sh. Surpreet Singh Suri (Nominee of M/s Three C Universal Developers Pvt. Ltd. (0.01% share) Kumar

1. Manoj Gaur-(4.65%) 2. Mrs. Manju Gaur - 4.66% 3. Gaursons India Private Limited- (41.92%) 4. Shri Buildcon Ltd.-(41.92%) 5. Mr. Kumar (6.85%) Pradeep Agrawalla- Shayam Private

20. SC-01/E- M/S GOLF GREEN INFRA PVT. LTD.

03.10.2012 Director 1. Sh. Deepak Khurana 2. Dinesh Pahwa

21. SC-01/E-

03.10.2012 M/S GOLF GREEN SUPERSTRUC TURE PVT. LTD. Shareholder:- 1. M/s Xanadu Realcon Pvt. Ltd. (99.99% share) 2. Mr. Deepak Khurana (as a nominee of M/s Xanadu Realcon Pvt. Ltd. (0.01% share) Shareholder:- 1. M/s Xanadu Realcon Pvt. Ltd. (99.99% share) 2. Mr. Deepak Khurana (as a nominee of M/s Xanadu Realcon Pvt. Ltd. (0.01% share) Directors: 1. Dheeraj Jain 2. Shruti Jain 3. Divya Jain 4. Amit Jain Directors: 1. Jai Gupta 2. Alka Goel Prakash

22. SC-01/A/ 101

03.07.2013 M/S THREE C GREEN DEVELOPERS PVT. LTD. Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Directors- 1. Anand Ram 2. Girish Chandra Joshi Shareholders:- 1. M/s Three C Greens Developers Pvt. Ltd. (99.99% share) through Sh. Nirmal Singh 2. Sh. Surpreet Singh Suri (Nominee of M/s Three C Greens Developers Pvt. Ltd. (0.01% share)

23. SC-01/B/ 101

03.07.2013 M/S GOLF GREEN BUILDCON PVT. LTD. Director 1. Sh. Nirmal Singh 2. Sh. Vidur Bhardwaj 3. Sh. Surpreet Singh Suri Directors- 1. Anand Ram 2. Girish Chandra Joshi Shareholders:- 1. M/s Three C Greens Developers Pvt. Ltd. (99.99% share) through Sh. Nirmal Singh 2. Sh. Surpreet Singh Suri (Nominee of M/s Three C Greens Developers Pvt. Ltd. (0.01% share) Shareholders-(as on 31.3.2023) M/s Mahagun India Pvt. Ltd. (9.99%) ICICI Prudential Venture Capital Fund Real Estates (.01%) Gaur Sons Sports Wood Pvt. Ltd.(90%) Shareholders-(as on 31.3.2023)

1. Civitech Housing India Pvt. Ltd. (85.71%) 2. (7.14%) 3. Alka Goel (7.14%) Subodh Goel Shareholders: M/s Xanadu Estates Pvt. Ltd.(75%) M/s Xanadu Infradevelopers Pvt. Ltd. (25%) Shareholders:- M/s Xanadu Estates Pvt. Ltd. (75%) M/s Xanadu Infrastructure Pvt. Ltd. (25%)

65. This chart shows how the allottees have sold the land/ project to other builders in complete contravention to the scheme/ terms of the 34 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. lease deed, without taking permission from the noida authority, at a high premium and made a huge profit out of it, at the cost of Noida authority. In fact it shows that the original promoters have got the project allotted by paying 10% of the allotment money and then divided and subdivided, and thereafter, sold the entire sports city to various small builders and pocketed the entire sale considerations.

66. Learned Senior Counsel vehemently asserted that the instant writ petition is nothing but an effort to prevent the Noida Authority from taking any serious action against the petitioners for non-payment of the outstanding dues and also for not completing sports facilities before completion of residential and commercial facilities. F. ANALYSIS

67. We have carefully considered the submissions advanced by the learned counsel for the respective parties. With their able assistance, we have proceeded to peruse the pleadings, grounds taken in the petition and annexures appended thereto.

68. This case exposes a significant nexus of corruption between builders and Noida Authority officials, resulting in gross violations of public trust, fraudulent practices, and possible financial losses amounting to around 9000 crores to the Noida Authority as per the ₹9000 crores to the Noida Authority as per the CAG report. In that context, this case requires us to address past actions and their consequences as well as future recourse. G. EFFECT OF PAST CONDUCT

69. We would be remiss in our duty if we ignore the illegalities committed by the Builders (sub-lessees) in connivance with the officials 35 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. of Noida Authority which has snow-balled into a major land scam and which, according to CAG, has led to significant loss to the Noida Authority and the State Government and to the public at large. We are constrained to note the total lack of concern shown by the Authority on the report of the CAG and we wonder why no action has been taken against the Builders/ allottees / sub-lessees and the officers of the Noida Authority who were involved in this large-scale scam.

70. The timeline of events, the total inaction of the NOIDA Authority and the apathy of the State Government, in the face of the CAG report compels us to pass suitable orders in the matter. A Court, much less a Constitutional Court, cannot sit helpless in the face of blatant illegalities and apparent collusion. This Court, under Article 226 of the Constitution, has the power to pass appropriate orders in the face of inexplicable illegality and loss of public money. This Court can, and does in these glaring facts, take cognizance of what seems like a glaring case of collusion between builders and officers of NOIDA Authority to grant undue benefit to them and cause loss to State exchequer and consciously turn a blind eye to a report of the CAG. In so doing, they have also created a difficult situation for the homebuyers, which is compounding the problem even further.

71. The following analysis, conclusions and our subsequent directions are aimed to address the malfeasance and provide relief to the affected stakeholders: H. SCHEME-2010-2011 FOR DEVELOPMENT OF SPORT CITY IN NOIDA AND ITS VIOLATION:-

72. Noida having been declared to be an Industrial Township is obligated to not only develop industries but also to develop a complete 36 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. township by virtue of Article 243Q of the Constitution of India. The sports city scheme having been widely publicized on 03.03.2011 was to fulfil a laudable object. This is evident that the object of the scheme was to develop state-of-the-art sports facilities to be enjoyed by the public at large. This scheme was launched for developing Sports City at two different places in Noida, first of which is in Sector-78 & 79, admeasuring about 7,27,500 square metre and the other sports city in sector 150 in Noida. This case pertains to the former Sports City in Sector 78 & 79.

73. The reasons of allotting a huge parcel of land was for developing an international standard Sports facility. Looking at the size and the cost of the project it may not have been feasible for an individual company to complete the project. So a Consortium of companies were allowed to participate and develop the sports city project. It was never the intention of the Scheme to bifurcate the project of Sports City into a smaller plots and allow small builders to make group housing society in the sports city. But looking at the way the Authority allowed the haphazard development of the group housing, the entire concept and the scheme of sports city has been frustrated.

74. As per the scheme, a Brochure was issued which had several conditions, which conditions were breached by the allotees / sub-lessee in material respects disentitling them from being allotted the project, but which were brushed under the carpet in connivance with the officers of the Noida Authority.

75. Some of the conditions and their glaring breaches are as follows :- 37 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. “Members of consortium will have to specify one Lead Member who alone shall be authorized to correspond with the NOIDA. Lead member should be the single largest shareholder having at least 30% share in the consortium.” (emphasis supplied) On the request of the allottees, individual sub leases were executed by the Noida authority first in favor of the individual members of the consortium, and separate payment schedule was fixed. Subsequently these members started corresponding with the Noida authority and sending request contrary to the scheme and that same were accepted erroneously. The lead member was supposed to be the single largest shareholder having at least 30% share in the consortium. However in this case the lead member was completely ousted by the allottees and the officials of the Noida authority (together hereinafter referred as conniving parties) while executing the lease deeds with the members of the consortium.

76. The shareholding of the lead member in the consortium shall remain at least 30% till the temporary occupancy/completion certificate of at least one phase of the project is obtained from the Noida. (emphasis supplied) This condition was also brazenly violated. The lead member was completely ousted by the allottees in connivance with the conniving parties, even much prior of getting a temporary occupancy/ competition certificate of first phase of the project

77. In case of Consortium, the members shall submit a Memorandum of Agreement (MOA) conveying their intent to jointly apply for the scheme(s), and in case the plot is allotted to them, the MOA shall clearly define the role and 38 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. responsibility of each member in the consortium, particularly with regard to arranging debt and equity for the project and its implementation. (emphasis supplied) No such MOA was executed which defined role and responsibility of each of the members, neither the same was ever asked by the Noida Authority.

78. The members shall submit a registered/notarized Memorandum of Agreement (MOA) conveying their intent to jointly apply for the scheme, and in case the plot is allotted to them, to form Special Purpose Company(ies), hereinafter called SPCs that will subsequently carry out all its responsibilities as the allottee. (emphasis supplied) Though the SPC was there but was never taken any such responsibility, the officials of the Noida Authority never even asked for the same. On the contrary the entire project was divided in a number of plots and allotted to different companies. Each of these companies took on themselves with specific roles of developing the project, the division was such all the cream of the project were assigned to smaller companies. In all 21 companies got the advantage of developing the residential/ commercial project, and the entire responsibility of completing the sports facilities was assigned to petitioner no. 1 and one another company. These smaller companies were later on sold to other builders (who were not even qualified to apply), by transferring the shares of the sub-lessee companies. All the profits were siphoned off, and nothing was ploughed or held back for the development of the sports facilities. This also created a channel for back-door allotment to ineligible persons. 39 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors.

79. The allottee and in the case of consortium, the lead member and/or the relevant member and/or SPC(s) incorporated by them, put together, will have to construct on their own a minimum of 30% of the total permissible FAR on allotted area. (emphasis supplied) In this case neither the lead member nor the relevant member constructed on their own the 30% of the total permissible FAR on allotted area. The lead member was ousted right in the beginning;

80. The “Lead Member” (on the date of submission of the tender) shall continue to hold at least 30% of the shareholding in the SPC till the temporary occupancy/completion certificate at least one phase of the project is obtained from the NOIDA. (emphasis supplied) In this case the lead member was not holding 30% of the share in the SPC and till date they have not completed the first phase of the project. But the officials of the Noida authority kept their eyes closed and allowed the allottees to continue the way they wanted.

81. In case of default in depositing the instalments or any payment, interest @ 14% compounded half yearly shall be leviable for defaulted period on the defaulted amount. (emphasis supplied) The allottees kept on defaulting in payment of the dues of the Noida authority but no efforts were ever made to recover the principal with the contractual interest from the allotee. In more than a decade only 3 or 4 stray notices have been sent. Even those were nothing but just an eyewash. The officials of the Noida authority have miserably failed to recover the dues. This was nothing but an outcome of the conniving parties, which led to a huge loss to the state exchequer. 40 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors.

82. The Lessee shall be required to complete the construction of minimum 15% of the permissible area earmarked for sports, institutional and other facilities within a period of 3 years from the date of execution of Lease Deed and shall complete the project in phases within 5 years. However, the residential and commercial development/construction may be completed in phases within 7 years. (emphasis supplied) Though the Lessee were obligated to complete the construction of minimum 15% of the permissible area earmarked for sports, etc within a period of 3 years from the date of execution of Lease Deed, no part of this has been done till date. Further, a perusal of the provision also shows that the residential portion was to be developed as a quid pro quo for development of the sports facilities. However, by alienating the allotted land to third parties, money has been siphoned off by the allottees while no such development of the sports facilities has ever been carried out. Noida Authority never asked to complete the sports facilities part of the project either.

83. The ‘Completion Certificate’ will be issued by the NOIDA on the completion of the project or part thereof in phases and on the submission of the necessary documents required for certifying the completion of the project or part thereof. (emphasis supplied) This condition was also diluted by the conniving officials.

84. Without obtaining the completion certificate the lessee shall have the right to sub-divide the allotted plot into suitable smaller plot as per the planning norms of the NOIDA only for the area available for residential and commercial use and to transfer the same to the interested parties, if any, with the prior approval of the NOIDA on payment of transfer charges at the rate prevailing on the date of transfer. (emphasis supplied) 41 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. Here the lessee had the right to sub-divide the allotted plot into suitable smaller plot only for the area available for residential and commercial use, and that too after getting the completion certificate. But here the entire project of sports city was subdivided, and further it was illegally transferred to third parties, without the prior approval of the NOIDA, neither the transfer charges were paid.

85. The NOIDA will monitor the implementation of the project. The NOIDA Authority has miserably failed to monitor the (emphasis supplied) implementation of the project.

86. In the scheme the allotment price was kept far below the the market price of that point of time, as the scheme was for development of the sports facility and for this purpose, the price was purposely kept low so the cost of developing the sports facilities could be set off by developing the residential apartments/commercial area. However, the allottees took the undue benefit of the low price, and after the allotment, without paying the further instalments (which was 90% of the allotment cost) sold it off to smaller builders, by making a huge profit at the cost of Noida authority and the public at large. It was clear from the policy and brochure, that the lead member should be the single largest shareholder having at least 30% share in the Consortium and he was supposed to hold back his 30% shares till they get temporary occupancy or completion certificate of at least the first phase of the project. However, soon after the allotment of project to the Consortium, the Noida authority in complete violation of the policy and the scheme, went on dividing/ sub dividing the plots.

87. The intent of the consortium members was evident from the inception, as the subdivision of plots was clearly part of a calculated 42 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. scheme. Their aim was to distribute all the advantages and assets of the Sports City among various smaller entities while concentrating the liabilities specifically, the obligation to develop sports facilities into two companies, of which one was the petitioner. The petitioner company claims to have taken a financial assistance by issuing debenture. Since the petitioner had not developed any thing one wonders where has the money been spent. The petitioner company, was pushed into insolvency as part of a broader strategy with the sole intention of defrauding the Noida authority and the State. The persons behind the said companies utilized the land earmarked for recovery of cost to build the sports facilities to third parties in connivance with Noida Authority officials, effectively putting these funds which were earmarked for public use outside the scope of recovery. These lands were meant for generation of revenue to complete the sports facilities, which was required to be put into the intended use.

88. No doubt, the sub division of the plot was allowed but it had certain riders and condition attached to it, which were never followed in its true sense and spirit. In this case, the officers of the NOIDA Authority purposely chose to be blind to the attached condition and merely went on bifurcating the entire sports city, with the sole intention of extending undue advantage to the allottees/ Builders.

89. Sanction of the map, even if it exists, has to be read along with the scheme and the lease deed as well as the statutory provisions. Any sanction contrary to the provisions of the Act, brochure, allotment and lease deed will by itself be a deviation and this deviation being not recognized under the law, hence, the Grundnorm Principle would be applicable. 43 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors.

90. Therefore, the petitioner cannot claim right unfairly, particularly when, the layout plan was not prepared by the Noida Authority, but was prepared by the petitioner himself and deliberately taken the responsibility of developing the sports facility, though the petitioner had no intention of doing the same.

91. From the material on record, it transpires that the promoter of the petitioner company are the same as that of 7 out of 9 consortium members companies, the internal division of the responsibilities, were made in a way that all the cream of the project was parked in smaller entities, and all the liabilities of completing the project into two companies. The intention of the petitioner right from the beginning was not to develop the sports city but just to sell of the smaller creamy portion of the project, and to make money.

92. Since in this case there has been a web of companies incorporated by the same promoters and all of his newly incorporated companies applied as a consortium, and there after the share holdings have changed in certain companies without the permission of the authority, contrary to the provisions of the sports city scheme. Hence it is necessary to pierce the corporate veil and see who are the people/entity responsible for the fraud/ scam. I. INSOLVENCY –LIFTING OF CORPORATE VEIL

93. In this case the project was allotted to a consortium, surprisingly all the members of the consortium companies were incorporated after the scheme was launched and the promoters of all the companies were same, which goes to show the consortium was not a genuine consortium but was made of a group of companies owned by same set of people, who 44 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. after getting the allotment, got it sub-divided and a development plan was applied and approved in such a way, that all the assets of the Sports City were kept in by various small companies and the liability of developing the sports facility was kept with two companies.

94. Few of the companies in this consortium have gone into insolvency. The insolvencies of these companies were designed only to avoid payment to Noida Authority, banks/ financial institutions, State of U.P. to find out the actual accused person who was involved in this bungling/fraud, which resulted into the insolvency, it is necessary to lift the corporate veil of the web of these companies. And to see whether they are trying to hide their fraudulent activities and themselves under the mask of the company being a separate juristic personality.

95. Out of all the companies, who are involved in the development of the Sports City following four companies have gone into insolvency, which are M/s Sequel Buidcon Pvt. Ltd., M/s Arena Super Structure Pvt. Ltd., M/s Kindle Developers Pvt. Ltd. M/s Three C Green Developers Pvt. Ltd. (petitioner herein). The first three companies named above were assigned the task of developing residential part of sports city. They were the original members of the consortium or their 100% subsidiary companies of the allottees and had only one business of developing the sports city. Surprisingly in all these companies the original promoters were the same (i.e. Niramal Singh, Surpreet Singh Suri and Vidur Bharadwaj). They have collected huge amount of money by selling part of the project to various other entities (by share transfer of various small holding companies). Obviously, this would have been sold at a price. The money would have come in the vendor company/ or any other of its concern or in personal accounts of the promoters (i.e Nirmal Singh, Vidur Bhardwaj and Surpreet Singh Suri). Now the question is where 45 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. did the sale consideration go. This money was for the land which was to be used for generating the revenue to construct the sports facilities. No such facility has been made. The entire sale proceeds were syphoned off and thereafter allowed the petitioner company to slip into insolvency. Definitely, this insolvency is a tailor-made insolvency just to avoid civil and criminal liabilities and to avoid payment of the dues and completing the obligation of developing the Sports City. This is nothing but just a fraud played on Noida Authority as well as on the State and other stakeholders/ creditors.

96. Due to the occurrence of the above instances of fraud and irregularities, the law has taken change with its earlier exception that, a company is a separate juristic personality and the liability of the company cannot be recovered from the property of directors. In due course of time, certain exceptions have been carved out in the doctrine of separate juristic personality of the company. The doctrine of ‘piercing of corporate veil’ was initially crystallized in In Salomon v. Salomon & Co. Ltd. [Salomon v. Salomon and Co. Ltd.11, , the House of Lords had observed, the company is at law, a different person altogether from the subscriber. However, the courts have come to recognise several exceptions to the said rule. While it is not necessary to refer to all of them, the one relevant to us is ‘when the corporate personality is being blatantly used as a cloak for fraud or improper conduct’.

97. This doctrine of lifting corporate veil was carved out to be used whenever and wherever the situation so warranted. Lord Denning in Littlewoods Stores v. I.R.C.12, held:- 11 1897 AC 22 : (1895-99) All ER Rep 33 (HL) 12 1969 (1) WLR 1241 46 Writ C No.- 31823 of 2019 M/s Three C Green Developers Pvt. Ltd. & Ors. vs. State of U.P. & Ors. “The doctrine laid down in Salomon’s case has to be watched very carefully. It has been supposed to cast a veil over the personality of a limited company through which the Courts cannot see. But that is not true. The Courts can, and often do, draw aside the veil. They can, and often do, pull off the mask. The way with group accounts and the rest. And the Courts should follow suit…….”

98. On the doctrine of ‘piercing of corporate veil’ the Hon’ble Supreme Court in the matter of State of U.P. v. Renusagar Power Co13 has held that, in the expanding horizon of modern jurisprudence, the lifting of the corporate veil is not only permissible, its frontiers are unlimited and ever expanding. It further significantly observed that the lifting of the corporate veil was a changing concept and of expanding horizons.

99. The Hon’ble Supreme Court in State of Rajasthan and others vs. Gotan Lime Stone Khanij Udyog Private Limited and another14 has held as under:- “The principle of lifting the corporate veil as an exception to the distinct corporate personality of a company or its members is well recognized not only to unravel tax evasion[7] but also where protection of public interest is of paramount importance and the corporate entity is an attempt to evade legal obligations and lifting of veil is necessary to prevent a device to avoid welfare legislation[8]. It is neither necessary nor desirable to enumerate the classes of cases where lifting the veil is permissible, since that must necessarily depend on the relevant statutory or other provisions, the object sought to be achieved, the impugned conduct, the involvement of the element of the public interest, the effect on parties who may be affected etc.” The principle of lifting the veil of corporate personality has been

100. upheld in Subhra Mukharjee & another v. Bharat Cooking Coal Ltd. & another15; Calcutta Chromotype Ltd. vs. Collector of Central Excise Kolkata16, New Horizon Ltd. & another vs. Union of India and others17, 13 14 15 16 17