# M/S Arena Superstructures Pvt. Ltd. & Anr v. State of U.P. & Anr

- **Citation:** (2025) 2 ILRA 180
- **Court:** High Court of Judicature at Allahabad
- **Decided:** 2025-02-24
- **Case number:** Writ C No. 6041 of 2024
- **Bench:** Mahesh Chandra Tripathi, Prashant Kumar
- **Source:** https://unisonlegal.in/judgment/allahabad-high-court/m-s-arena-superstructures-pvt-ltd-anr-v-state-of-u-p-anr-53111
- **Pages:** 50

## Headnote

A. Civil Law-Constitution of India,1950Article 226- Insolvency and Bankruptcy
Code,2016- Sections 31 & 238-M/s Arena
and a homebuyer challenged the refusal
by NOIDA Authority to revalidate the
layout map of the "Lotus Arena-I" housing
project in Noida Sports City-The dispute
centered
on
Noida's
reliance
on
an
internal
board
resolution
pending
direction from the State Government,
despite an approved resolution plan under
Code,2016
mandating
Noida's
cooperation-The petitioners argued that
the resolution plan, sanctioned by NCLT
and upheld by NCLAT, binds NOIDA under
section 31 and 238 of the Code,2016Noida's refusal violated its obligations
under the sub-lease deed and IBC-The
court examined irregularities highlighted
by the CAG report, Noida's objections in
insolvency proceedings, and the rights of
homebuyers, noting that NOIDA had
actively participated in the CIRP and its
claims were considered-emphasizing the
binding nature of the resolution plan and
the prejudice caused to homebuyers, the
Court quashed NOIDA's rejection letter
dated
01.11.2023
and
directed
revalidation of the layout map to enable
project completion in accordance with the
resolution plan.(Para 1 to 195)

The writ petition is disposed of. (E-6)

List of Cases cited:

## Text

_Characters 0–39,770 of 148,336. This is a partial read: ask again with offset=39770 for what follows._

180 INDIAN LAW REPORTS ALLAHABAD SERIES
(2025) 2 ILRA 180
ORIGINAL JURISDICTION
CIVIL SIDE
DATED: ALLAHABAD 24.02.2025

BEFORE

THE HON'BLE MAHESH CHANDRA
TRIPATHI, J.
THE HON'BLE PRASHANT KUMAR, J.

Writ C No. 6041 of 2024
Connected with
Writ C No. 8447 of 2024

M/S Arena Superstructures Pvt. Ltd. &
Anr. ...Petitioners
Versus
State of U.P. & Anr. ...Respondents

Counsel for the Petitioners:
Ami Tandon

Counsel for the Respondents:
C.S.C., Kaushalendra Nath Singh

A. Civil Law-Constitution of India,1950Article 226- Insolvency and Bankruptcy
Code,2016- Sections 31 & 238-M/s Arena
and a homebuyer challenged the refusal
by NOIDA Authority to revalidate the
layout map of the "Lotus Arena-I" housing
project in Noida Sports City-The dispute
centered
on
Noida's
reliance
on
an
internal
board
resolution
pending
direction from the State Government,
despite an approved resolution plan under
Code,2016
mandating
Noida's
cooperation-The petitioners argued that
the resolution plan, sanctioned by NCLT
and upheld by NCLAT, binds NOIDA under
section 31 and 238 of the Code,2016Noida's refusal violated its obligations
under the sub-lease deed and IBC-The
court examined irregularities highlighted
by the CAG report, Noida's objections in
insolvency proceedings, and the rights of
homebuyers, noting that NOIDA had
actively participated in the CIRP and its
claims were considered-emphasizing the
binding nature of the resolution plan and
the prejudice caused to homebuyers, the
Court quashed NOIDA's rejection letter
dated
01.11.2023
and
directed
revalidation of the layout map to enable
project completion in accordance with the
resolution plan.(Para 1 to 195)

The writ petition is disposed of. (E-6)

List of Cases cited:
1. Salomon Vs A. Salomon & Co. Ltd.(1897) AC
22
2. Nand Kishore Gupta & ors.Vs St. of U.P. &
ors.(2010)1 SCC 282
3. Littlewoods Stores Vs I.R.C.(1969)1 WLR
1241
4. St. of U.P. & ors.Vs Renusagar Power Co.&
ors.(1988) 4 SCC 59
5. Balwant Rai Saluja Vs Air Indian Ltd.(2014) 9
SCC 407
6. DDA Vs Skipper Cons. Co. & anr.(1996) 4 SCC
622
7. St. of Raj. & ors.Vs Gotan Lime Stone Khanij
Udyog Pvt Ltd & anr.(2016) 4 SCC 469
8. Arcelormittal India Pvt Ltd. Vs Satish Kr.
Gupta & ors.(2019) 2 SCC 1
9. Subhra Mukherjee & anr. Vs Bharat Coking
Coal Ltd & anr.(2003) 3 SCC 312
10. Asia Foundation & Cons. Ltd. Vs St. of Guj.
& anr.(1985) SCC Online Guj. 93
11. Hytone Merchants Pvt. Ltd. Vs Satabdi
Investment Consultants Pvt. Ltd. Co. Appl No.
258 of 2021
12. Vidarbha Indus. Power Ltd Vs Axis Bank
Ltd.(2022) 8 SCC 352
13. Raster Images Pvt. Ltd. Vs St. of UP(2023)
SCC Online 3594
14. Calcutta Chromotype Ltd. Vs Collr. of Central
Excise Kolkata (1998)AIR SC 1631
2 All. M/S Arena Superstructures Pvt. Ltd. & Anr. Vs. State of U.P. & Anr.
181
15. New Horizon Ltd & anr. Vs U.O.I. &
ors.(1995) 1 SCC 478
16.
C.I.T
Vs
Meenakshi
Mills
Ltd
Madura(1967)AIR SC 819
17. Telco & ors.Vs St. of Bih.(1965)AIR SC 40
Juggilal Kamlapal VsAIR (1969) SC 932
18. Manish Kumar VS U.O.I. (2021) 5 SCC 1
19. Ajay Kumar Radheyshyam Goenka Vs
Tourism Fin. Corp. of India Ltd.,CRLA No. 170 of
2023
20.
Innovative
Industries
Ltd.
Vs
ICICI
Bank.(2018) 1 SCC 407
21. Ghanshyam Mishra & Sons Pvt Ltd thru the
Authorized
Signatory
Vs
Edelwess
Asset
Reconstruction Co. Ltd Thru the Dir. &
ors.(2021) 9 SCC OnliNE SC 657
22. Srei Multiple Asset Investment Trust Vision
India Fund Vs Deccan Chronicle Marketers &
ors.(2023) SCC Online SC 298 (Civil Appeal No.
1706 of 2023).
23. Udgar Gagan Props. Ltd. Vs Sant Singh &
ors.(2016) 11 SCC 378
24. Madhukar Sadbha Shivarkar (D) by Lrs Vs
St. of Mah. & ors.(2015) 6 SCC 557
25. M/s Embassy Property Dev. Pvt. Ltd Vs St.
of Kar. & ors.(2020) 13 SCC 308
26. Bhupinder Singh Vs Unitech Ltd (Civil Appeal
NO 10856 of 2016)
27. Jaypee Orchard Resident Welfare Socy. Vs
U.O.I. & ors.(Civil Writ No. 854 of 2017)
28. Chitra Sharma Vs U.O.I. (2018) 18 SCC 575
29. Pioneer Urban Land & Infra. Vs U.O.I.
(2019) 8 SCC 416
30. M/s Innoventive Indus. Ltd. Vs ICICI
Bank(2018) 1 SCC 407
31. M/s Innoventive Industries Ltd. Vs ICICI
Bank.
(Delivered by Hon'ble Mahesh Chandra
Tripathi, J.
&
Hon'ble Prashant Kumar, J.)

TABLE OF CONTENTS

S.N
Heading
Page Nos.
Para Nos.
1
Factual Matrix of
the Case
03-08
03-19
2
Insolvency
Proceedings
08-17
20-40
3
Argument of the
Petitioners
(Writ-C No.6041
of 2024)
18-22
41-59
4
Argument of the
Petitioners
(Writ-C No.8441
of 2024)
23-27
60-71
5
Argument
on
behalf of Noida
Authority
27-36
72-101
6
Insolvency
Proceedings
36-37
102-104
7
Piercing
of
Corporate Veil
37-40
105-116
8
NonDevelopment of
the
Sports
Facilities
41-41
117-119
9
Interest
of
Homebuyers
41-42
120-120
10
Notice
for
Payment
of
Instalments
42-42
121-121
11
Change
in
Shareholdings of
Various
Companies
42-50
122-122
12
Analysis
50-50
123-124
182 INDIAN LAW REPORTS ALLAHABAD SERIES
13
I-Pre-Insolvency
Part
50-54
125-128
14
Criminal
Complaint/Charge
-Sheet
54-55
129-132
15
Piercing
of
Corporate Veil
55-58
133-142
16
Money Laundering 58-61
143-150
17
II-Post
Insolvency
61-63
151-158
18
Fraud
63-66
159-165
19
Interest
of
the
Homebuyers
67-69
166-174
20
High
Court's
Interference
69-71
175-183
21
Effect
on
Consortium
When a Member
of
the
Consortium goes
into
the
Insolvency
71-73
184-187
22
Conclusion
73-75
188-197
1. Both the writ petitions have been
clubbed and heard together as they involve
similar issue, and hence, they are being
decided by this common judgement and order.
2. Heard Sri Shashi Nandan, Senior
Advocate assisted by Sri Ami Tandon,
learned counsel for the petitioners, Sri Ritaj
Vikram Singh, learned counsel for the
petitioner in the connected petition (Writ-C
No. 8447 of 2024), Sri Mohan Srivastava,
learned Standing Counsel for the Staterespondents and Sri Kaushalendra Nath
Singh and Ms. Anjali Gokhlani, learned
counsel for respondent-NOIDA.
FACTUAL MATRIX OF WRIT-C
NO.6041 OF 2024
3. The instant writ petition has been
preferred by the petitioners M/s Arena
Superstructures
Pvt.
Ltd.1
and
M/s
Purvanchal Project Pvt. Ltd.2 through their
authorised signatory.
4. Some time in the year 20102011, New Okhla Industrial Development
Authority3 conceived a Policy to develop
Sports City in Sector Nos. 78, 79, 101 and
150 and thereafter, a scheme was floated
and brochure was issued. In pursuance
there of, applications were invited by the
developers. A Consortium seems to have
applied for the allotment of this land and
the same was allotted to the Consortium of
the Xanadu Estates Private Limited on
04.05.2011. Later, on the request of lead
consortium members, NOIDA sub-divided
the plots into six parts. Out of these six
parts. The division was as follows:-
 1). . SC-01/A Sector -79 M/s
Sequel Buildcon Pvt. Ltd. - 1,00,000 Sq
 2). . . SC-01/B Sector -79 M/s
Sequel Buildcon Pvt. Ltd. - 48,000 Sqm.
 3). SC-01/C Sector -79 M/s
Three C green Developer - 2,50,027.5 sq
mts.
 4). SC-01/D Sector -79 M/s
Kindle Developers Pvt. Ltd. - 1,00,000
Sqm.
 5). SC-01/E Sector -79 M/s
Xanadu Realcon Pvt. Ltd. - 80,000 Sqm.

6). SC-01 Sector -78 M/s Xanadu
Infratech Pvt. Ltd. - 14,272.50 Sqm,

5. The Plot No. SC-01/A, Sector-79
was allotted to M/s Sequel Building
Concept Pvt. Ltd. with an area of 1,00,000
square metres, where the promoters were
Nirmal
Singh,
Vidur
Bhardwaj
and
Surpreet Singh Suri and the shareholding of
M/s Sequel Building Concept Pvt. Ltd. was
2 All. M/S Arena Superstructures Pvt. Ltd. & Anr. Vs. State of U.P. & Anr.
183
99.99% and 0.01% with Surpreet Singh
Suri as nominee on behalf of M/s Three C
Universal Developers Pvt. Ltd.
6. M/s Sequel Buildcon Pvt. Ltd. again
asked the NOIDA to further sub-divide the
plot into two parts of measuring 50,000
square metres each;

i) First plot of 50,000 sq mts,
being Plot No. SC-01/A1, Sector -79 was
kept by M/s Sequel Buildcon Pvt. Ltd. and

ii) Second plot of 50,000 square
meters (being Plot No. SC- 01/A2, Sector
79) was allotted to the M/s Arena
Superstructures Pvt. Ltd. who intended to
develop the project in the name of Lotus
Arena-I.
7. On 19.10.2012, NOIDA executed a
tripartite sub-lease deed between M/s
Sequel Buildcon Pvt. Ltd., who was the
original allottee, the new allottee M/s
Arena
Superstructures
Pvt.
Ltd.4
(hereinafter mentioned as 'M/s ASPL' for
the sake of brevity) and the NOIDA.
8. As per the agreement, M/s ASPL
was supposed to pay Rs. 60,37,50,000/-
plus the interest on the instalments. As per
the lease deed the payment schedule of the
petitioner was as follows :-
Sl. No.
Due Date Principal
Amount
(Rs.)
Interest @
11% p.a.
(Rs.)
Total
(Rs.)
Moratoriu
m interest
for 1st half
yearly
04.11.201
1

2,98,85,62
5
2,98,85,62
5
Moratoriu
m interest
for 2nd half
yearly
04.05.201
2

2,98,85,62
5
2,98,85,62
5
Moratoriu
m interest
for 3rd half
yearly
04.11.201
2

2,98,85,62
5
2,98,85,62
5
Moratoriu
m interest
for 4th half
yearly
04.05.201
3

2,98,85,62
5
2,98,85,62
5
1
04.11.201
3
3,39,60,93
8
2,98,85,62
5
6,38,46,56
3
2
04.05.201
4
3,39,60,93
8
2,80,17,77
4
6,19,78,71
2
3
04.11.201
4
3,39,60,93
8
2,61,49,92
3
6,01,10,86
1
4
04.05.201
5
3,39,60,93
8
2,42,82,07
1
5,82,43,00
9
5
04.11.201
5
3,39,60,93
8
2,24,14,22
0
5,63,75,15
8
6
04.05.201
6
3,39,60,93
8
2,05,46,36
8
5,45,07,30
6
7
04.11.201
6
3,39,60,93
8
1,86,78,51
6
5,26,39,45
4
8
04.05.201
7
3,39,60,93
8
1,68,10,66
5
5,07,71,60
3
9
04.11.201
7
3,39,60,93
8
1,49,42,81
3
4,89,03,75
1
10
04.05.201
8
3,39,60,93
8
1,30,74,96
2
4,70,35,90
0
11
04.11.201
8
3,39,60,93
8
1,12,07,11
0
4,51,68,04
8
12
04.05.201
9
3,39,60,93
8
93,39,258 4,33,00,19
6
13
04.11.201
9
3,39,60,93
8
74,71,407 4,14,32,34
5
14
04.05.202
0
3,39,60,93
8
56,03,555 3,95,64,49
3
15
04.11.202
0
3,39,60,93
8
37,35,704 3,76,96,64
2
16
04.05.202
1
3,39,60,93
8
18,67,852 3,58,28,79
0
79,69,02,831
184 INDIAN LAW REPORTS ALLAHABAD SERIES
9. Against the schedule of lease
deed, the petitioner had made the following
payment :-
Land Premium
S.NO.
Date
Amount
1.

6,03,75,000
2.

4,67,00,000
3.
12-May-17
1,19,00,000
4.
17-May-17
41,00,000
5.
13-Jun-17
42,00,000
6.
28-Jun-17
67,00,000
7.
07-Jul-17
50,00,000
8.
09-Oct-17
1,51,00,000
9.
14-Nov-17
75,00,000
10.
12-Dec-17
26,67,000
11.
29-Dec-17
30,00,000
12.
05-Jan-18
1,00,00,000
13.
19-Jan-18
41,00,000
15
01-Feb-18
49,00,000
16
26-Feb-18
43,26,000
17
17-Mar-18
65,00,000
18
28-Mar-18
50,00,000
19
17-Apr-18
85,00,000
20
26-Apr-18
42,00,000
21
31-May-18
21,00,000
22
03-Jul-18
45,00,000
23
17-Jul-18
53,00,000
25
04-Aug-18
25,00,000
28
31-Aug-19
5,00,000
29
11-Sep-19
1,50,00,000

Total
24,46,68,000
10. The builder M/s ASPL, as per
the registered lease deed was supposed to
construct the Group Housing Society
within 5 years and the Multi Purpose Play
Ground at a cost of Rs. 10 crores.
11. Apparently, M/s ASPL applied
for sanction of layout map to complete the
project and the same was sanctioned on
29.04.2014 for a period of 5 years from the
date of execution of lease deed.
12. As per sanctioned map of
NOIDA, M/s ASPL was allowed to
construct as following :-
Tower
No.
No. of
Floors
RCC Slabs
Completed
Brick
Work
Internal
Plaster
External
Plaster
Completed Completed Completed
TowerI
Stilt +
32
32 slabs
Ground
Floor- 25th
Floor
Nil
25%
TowerII
Stilt +
32
32 slabs
Ground
Floor-20th
Floor
Nil
Nil
TowerIII
Stilt +
32
32 slabs
Ground
Floor-23rd
Floor
Nil
Nil
TowerIV
Stilt +
29
29 slabs
1st
-
5th
Floor
Nil
Nil
TowerV
Stilt +
29
29 slabs
1st
-
4th
Floor
Nil
Nil
TowerVI
Stilt +
29
27 slabs
1st Floor
Nil
Nil
TowerVII
Stilt +
31
10 slabs
Nil
Nil
Nil
TowerVIII
Stilt +
31
12 slabs
Nil
Nil
Nil
TowerIX

Stilt +
31
10 slabs
Nil
Nil
Nil
2 All. M/S Arena Superstructures Pvt. Ltd. & Anr. Vs. State of U.P. & Anr.
185
13. Once the lease deed was
executed in favour of M/s ASPL and layout
map was sanctioned by the NOIDA, M/s
ASPL started marketing the project. In this
project there were 1080 flats, out of which,
M/s ASPL sold out 785 flats to various
homebuyers from 2014 to 2020 and in turn
collected around Rs.387 crores. Thereafter,
for some reasons, the petitioner stopped the
construction.
14. The period of the sanctioned
map was 5 years which came to an end on
28.4.2019. But the petitioner no 1 failed to
complete the construction and project came
to a standstill and also failed to provide the
sports facilities in the sports city project.
15. The petitioner no.1 had collected
almost 387 crores and syphoned a major
portion of the money, and then abandoned the
project, the homebuyers who felt cheated
lodged a criminal complaint against the
officer-in-charge/ management of M/s ASPL
under Section 120B, 406 and 420 I.P.C. Even
some of the homebuyers had filed cases
before
the
Economic
Offences
Wing,
wherein, after investigation a charge sheet
has been filed and the criminal proceedings
are still going on.
16. There was some report of large
scale bungling in the allotment and
development of the sports city, so the
matter went to the Controller and Auditor
General for audit. After the audit CAG
tabled a report, wherein it pointed out
various irregularities in the allotment and
development of the Sports City which
resulted in a loss of almost 9000 crores to
the State Exchequer. The irregularities
pointed out were as follows:-

(I) As to how the Noida Authority
had suffered a loss of almost Rs.9000
crores because of the wrong pricing of the
Sports City.

(II) As per the brochure only
residential and commercial plots could
have been divided but the Noida Authority
sub-divided entire plots, which were
earmarked for Sports City as well.

(III) Bids of the allottee were not
screened
and
the
turnover
of
the
candidates were not considered.

(IV) The Lead Member having
the highest share were ousted from the
project completely and thereafter, the
allotment was done to various other
companies, who individually could not
have qualified in the financial bid
evaluation.

(V) The finance department has
issued a fresh payment plan considering
each allottee company as a fresh allottee.

(VI) The transfer charges for
second and third transfer were not
collected.

(VII) In some cases occupancy
certificate has been issued though sports
facilities were not completely developed.

(VIII) The allottee was given an
FAR of the group housing society though
the land was marked for sports city with
the specific FAR of 1.5.

(IX) The lease rent was also not
recovered.

17. The CAG report reveals how
the Noida Authority Officers were in
connivance with the builders and have
indulged in such a huge scam. In complete
contravention of the policy the maps were
sanctioned, and the Noida Authority
allowed
the
allottees
to
carry
out
construction on the said allotted land.
186 INDIAN LAW REPORTS ALLAHABAD SERIES
18. As a knee jerk reaction of the
CAG report, NOIDA convened its Board
meeting
on
18.01.2021
(201st Board
Meeting), in which it has been resolved that
a Committee should be formed which
would
look
into
the
pointed
out
irregularities and place a report in the next
Board meeting and stayed any further steps
to be taken in the Sports City including
revalidation of the maps. In the next Board
( 202nd Board Meeting) held on 26.07.2023
it was resolved that the issue may be placed
before the State Government for its
necessary direction and guidance. It was
further resolved that only after getting
direction from the State Government,
NOIDA will take a call on all the issues
related to the Sports City.
19. Looking into the gravity of the
situation a Public Accounts Committee5 of
Legislative Assembly was constituted by
the State Government to look into the issue.
INSOLVENCY PROCEEDINGS
20. In the meanwhile M/s ASPL
could not complete the project and meet up
with their financial commitments, therefore
one of the Financial Creditor had initiated
proceeding under section 7 read with Rule 4
of the Insolvency and Bankruptcy Code,
20166 before the National Company Law
Tribunal7 at New Delhi, which was admitted
on 29.10.2020 and Corporate Insolvency
Resolution Process8 was initiated. Initially,
Mr. Pawan Kumar Singal was appointed as
the Interim Resolution Professional , who was
later
on
replaced
by
Mr.
Ayyagari
Viswanandha 9 vide order of the Adjudicating
Authority
dated
09.06.2024.
Thereafter,
Committee
of
Creditors10
permitted
homebuyers to participate in the committee and
by virtue of their stake in the project they ended
up being 71.11% of the creditors in the CoC.
21.
The
IRP
made
public
announcements and calls for the claims from
the creditors. The committee of creditors was
constituted on 02.12.2020. The voting shares
of the home buyers was 71.11%. The Noida
Authority also made its claim. Over a period
of time the COC met for 20 times. Thereafter,
In terms of Section 25 (2)(h) of the Code read
with regulation 36A(1) of the Insolvency and
Bankruptcy Board of India (Insolvency
Resolution Process for Corporate Persons)
Regulations, 2016 invitation in Form 'G' for
Expressions of Interest from potential
resolution
applicants
was
invited
on
14.03.2021 and again on 30.06.2021. The
notice was also published on the website of
the Insolvency and Bankruptcy Board of
India. In response to it, expression of interest
were received from 19 different companies.
After evaluation matrix, request for resolution
plan was issued to the 17 prospective
resolution applicants (for short 'PRAs') on
30.07.2021, and the last date for submission,
of revised resolution plans was fixed on
17.05.2021
which
was
extended
to
16.06.2022. Uptill the last date 6 PRAs had
submitted their resolution plans.
22. In 19th COC meeting held on
01.07.2022 all the 6 resolution plans were
discussed and out of which 4 were found
to be in compliance with IBC provisions
and, hence, the same were forwarded for
voting. The resolution plan submitted by
Purvanchal was approved by members
having 71.11% voting shares in the COC.
23. Thereafter, a letter of intent was
issued by COC on 09.07.2022 to the
petitioner
no.2
being
a
"Successful
Resolution
Appellants"
(hereinafter
referred to as "SRA"). As per terms of the
resolution plan the 'SRA' was supposed to
complete the construction of the project
and deliver flats to financial creditors/home
2 All. M/S Arena Superstructures Pvt. Ltd. & Anr. Vs. State of U.P. & Anr.
187
buyers within three months. The SRA was
also supposed to infuse Rs.20 crores.
24. The NOIDA participated in the
CIRP proceeding and submitted a claim to
the Resolution Professional in Form C for
an amount of Rs. 84,19,00,446/-. However,
the admitted claim by the RP was Rs.
68,90,93,950/-.
25. The Resolution Plan proposes
to pay a sum of Rs.8,61,47,190 (Rupees
Eight Crores Sixty One Lakhs Forty Seven
Thousand One Hundred & Ninety Only) to
Noida Authority towards satisfaction of its
dues under the Sub-Lease as on the
Insolvency Commencement Date. The total
sum proposed for Operational Creditors
was Rs.10,00,00,000 (Rupees Ten Crores
Only) and the pro-rata share was to be
given to Noida Authority.
26. That further, the Resolution
Plan specifically earmarks a sum of
Rs.10,00,00,000 (Rupees Ten Crores Only)
towards development of Multipurpose
Playground falling within the share of
Petitioner as part of the larger Sports City
infrastructure as per the Master Layout
Plan of the Sports City Project in Sector 78
and 79. The said provision i.e. Clause
7.1(vi) of the Resolution Plan is reproduced
below:-
 "vi. The Resolution Applicant
understands
from
the
Letter
dated
16.08.2021 issued by NOIDA and the
provisions of the Lease Deed/Sub-Lease
Deed and the approved Layout Plan, that a
Multipurpose
Playground
has
to
be
developed by the Corporate Debtor at a
cost of INR 10,00,00,000, on a part of the
Project land earmarked for the said
purpose, which forms part of the integrated
Sports City infrastructure to be developed
in Sector 79, Noida. The Resolution
Applicant has accordingly earmarked an
amount of upto INR 10,00,00,000 for the
said purpose and will utilize the same for
constructing the Multipurpose Playground.
Any additional funds' requirement towards
the same will be borne by the Allottees in
proportion to their flat areas."

27. The RP, after taking charge of
Petitioner No. 1, sought certain queries
from Noida Authority vide Email dated
03.08.2021, inter alia concerning the details
of the larger Integrated Sports City
complex, the Master Layout Plan of the
said Project and the Corporate Debtor's
obligation in respect of the same. In
response to it, NOIDA issued a letter dated
16.08.2021 to the Resolution Professional,
inter alia answering the query no. 2 in the
following terms:-

"Response: with respect to the
sports city infrastructure, it is clarified that
Clause (dd) and (ee) of the said Sub-Lease
Deed clearly states that the Corporate
Debtor is liable to develop the integrated
sports infrastructure in accordance with
the approved layout plan. The relevant
portion of translated clause (dd) & (ee) of
the said Sub-Lease Deed are reproduced
hereunder

"(dd). Allottee agency shall get
the layout plan (Bhuvinyas Manchitra)
sanctioned together from the Authority for
the entire allotted land (clubbing sub-
divided plots of land also) for integrated
planning and execution of Sport City
Project on land allotted by time Authority
in Sector-79 for Sport City Project.
Planning of different activities shall be
proposed in this plan as per the terms and
condition of allotment of land.

(ee)
The project shall be executed by the
allottee agency only in accordance to the
188 INDIAN LAW REPORTS ALLAHABAD SERIES
layout
Plan
(Bhuvinylas
Manchitra)
approved by the Authority. Member of
Allottee Agency shall not transfer the subdivided plots to any third person under any
circumstances
till
the
layout
plan
(Bhuvinyas Manchitra) is sanctioned by the
Authority."

Therefore, it is hereby
clarified that the construction of the sports
city infrastructure has to be carried out in
accordance with the layout plan. The
layout plan dated 16.06.2014 has already
been annexed to the present letter in the
preceding paragraphs.
28. The RP submitted a Resolution
Plan, in which it was stated that the
payment proposed to be made to NOIDA
(Operational Creditor) will be a final
payment and the NOIDA under no stretch
can ask or demand any additional amount.
NOIDA will not demand any time
extension
charges.
The
Completion
Date/End considered as the 'zero date' for
calculation of time extension charges for
the Project.
29. The Resolution Plan contained
that all unpaid claims/debts/dues/demands
including
lease
premium
and
rent,
additional land compensation etc. along
with any interest or penalty thereon and all
other claims of NOIDA were to be written
off
in
full
and
stand
permanently
extinguished, and the Corporate Debtor
will at no point of time, be held responsible
or liable in relation thereto. NOIDA shall
give full effect to the terms and conditions,
Lease Deed and the Sub-Lease Deed, and
all breaches and/or defaults, accruing prior
to the Effective Date, stand waived by way
of this Resolution Plan. NOIDA shall not
cancel the Lease Deed or take any coercive
or adverse steps against the Corporate
Debtor. All defaults of the Lease Deed, if
any committed by the Corporate Debtor
prior
to
the
Effective
Date,
stand
waived/cured by way of this Resolution
Plan and NOIDA is under an obligation to
give full effect of the terms of the Lease
Deed/Sub-Lease Deed of the Project Land.
30. It further contained that upon
completion of the Towers/ Project, NOIDA
shall issue part/full Occupation/Completion
Certificate in a timely manner and the same
shall, unless restricted by the Applicable
Laws, be done without insisting on
completion of any sports or recreational
facilities on the Total Land. Corporate
Debtor/Resolution Applicant will not be
liable for any defaults/breach committed by
any other entity in respect of the Total
Land and no such breach or default will
hamper the development/construction of
the Project and the grant of part/full
Occupation/ Completion Certificates of the
Project by NOIDA.
31. In addition to it, in the
resolution plan, Rs. 10,00,00,000/- crores
were earmarked towards development and
Multi purpose playground falling within the
share of the petitioner as part of the larger
Sports City infrastructure as per the Master
Layout Plan of the Sports City Project in
Sector 78 and 79.
32.
In
the
pending
NCLT
proceeding NOIDA made an application
being I.A. No.5361 of 2021 seeking that
NOIDA should be classified as financial
creditors to the corporate debtor and also
allow them to participate in the COC
meeting and wanted 11% interest on the
outstanding amount as per the lease deed
and also wanted time extension charges
64.07% farmer compensation and wanted
to claim rent/lease rent.
In this application i.e. I.A. No.5361
of 2021 NOIDA had sought the following
relief :-
2 All. M/S Arena Superstructures Pvt. Ltd. & Anr. Vs. State of U.P. & Anr.
189
 "a. Direct the Respondent to
classify the Applicant as the Financial
Creditor to the Corporate Debtor;
 b. Direct the Respondent to
register the claim filed by the Applicant in
the category of the Financial Creditor to
the Corporate Debtor;
 c. Direct the Respondent to allow
the Applicant to participate in the CoC
meetings of the Corporate Debtor;
 d. Direct the Respondent to admit
the Applicant's claim with respect to 11%
p.a. Scheduled Interest forming the part of
the Lease Premium amount under the SubLease Deed for the period after the
Insolvency Commencement Date;
 e. Direct the Respondent to admit
the Applicant's claim in respect of the
ground rent/lease rent under the Sub-Lease
Deed for the period after the Insolvency
Commencement Date:
 f. Direct the Respondent to admit
the Applicant's claim with respect to Time
Extension Charges under the Sub-Lease
Deed for the period after the Insolvency
Commencement Date;
 g. Direct the Respondent to admit
the Applicant's claim with respect to 64.7%
farmers compensation payable in respect of
the Demised Premises and;
 h. Pass any other relief or reliefs
as this Hon'ble Tribunal deems fit in the
nature
of
justice,
equity
and
good
conscience."
33. Yet another application was
filed by Noida Authority being I.A. No.
5979 of 2022 as an objection to the
Resolution Plan, in which NOIDA sought
the following relief:-
 "(i) Take the Objections of the
applicant to the Resolution Plan on record;
 (ii) Reject the Resolution Plan in
terms of section 31(2) of the Insolvency &
Bankruptcy Code;
 (iii) Pass any other relief or
reliefs as this Hon'ble Tribunal deems fit in
the nature of Justice, equity and good
conscience."
34. The NCLT vide Judgment
dated 19.07.2023 has approved the
Resolution Plan under Section 31 of
IBC, 2016 and rejected all objections
filed
against
the
Resolution
Plan,
including the objections filed by NOIDA
in
I.A.
No.5361/2021
and
IA
No.5979/2022. The Resolution Plan is
binding on all stakeholders, including
NOIDA, by virtue of Section 31 of IBC,
2016. NCLT has directed the Petitioners
to obtain requisite statutory approvals
for implementing the Resolution Plan
within a period of one year, as required
by Section 31(4) of IBC, 2016. The
operative
portion
of
order
dated
19.07.2023 reads as follows:-
 "14. Orders
 14.1. Subject to the observations
made in this Order, the Resolution Plan of
Rs. 584,50,14,060/- (Rupees Five Hundred
and Eighty Four Crores Fifty Lakhs
Fourteen Lakh and Sixty Only) is hereby
approved. The Resolution Plan shall form
part of this Order.
 14.2. The Resolution Plan is
binding on the Corporate Debtor and other
stakeholders involved so that the revival of
the Debtor Company shall come into force
with immediate effect.
 14.3. The Moratorium imposed
under section 14 of the Code shall cease to
have effect from the date of this order.
190 INDIAN LAW REPORTS ALLAHABAD SERIES
 14.4. The Resolution Professional
shall submit the records collected during
the commencement of the proceedings to
the Insolvency & Bankruptcy Board of
India for their record and also return to the
Resolution Applicant or New Promoters.
 14.5. IA (IB) 3392 (PB)/2022, IA
No. 3556/2022, IVN. No. 04/2023 IA No.
5361/2021, IA No. 5979/2022 and IA No.
4615/2021 along with CP (IB) No.
875(PB)2020 shall stand disposed of
accordingly.
 14.6.
The
liberty
is
hereby
granted for moving any appropriate
application, if required in connection with
the implementation of this Resolution Plan.
 14.7. A Certified copy of this
Order shall be filed by the Resolution
Professional
with
the
Registrar
of
Companies, NCT of Delhi & Haryana.
 14.8. The Resolution Professional
shall stand discharged from his duties with
effect from the date of this Order, save and
except those duties that are enjoined upon
him for implementation of the approved
Resolution Plan especially as per Para 8 of
this
order
with
regard
to
PUFE
transaction.
 14.9. The Resolution Professional
is further directed to hand over all the
records,
premises/factories/documents
available
with
it
to
the
Resolution
Applicant to finalise the further line of
action
required
for
starting
of
the
operation. The Resolution Applicant shall
have
access
to
all
the
records,
premises/factories/ documents through the
Resolution Professional to finalise the
further course of action required for
starting of operations of the Corporate
Debtor.
 14.10. The Registry is hereby
directed to send e-mail copies of the order
forthwith to all the parties and their Ld.
Counsel for information and for taking
necessary steps.
 14.11. Certified copy of this order
may be issued, if applied for upon
compliance of all requisite formalities.
 14.12. File be consigned to
records."
35. Aggrieved by the order of the
NCLT, NOIDA moved an appeal before
National
Company
Law
Appellate
Tribunal11, New Delhi and the NCLAT
vide order dated 25.07.2023 did not grant
any interim order in favour of the NOIDA,
on the contrary NCLAT held as follows:-
 "14. To balance the equities of
the parties, we are of the view that the
Successful Resolution Applicant may
continue the implementation of the
Resolution Plan, however, the receivables
from the allottees as well as the unsold
units shall be utilized upto 50% only and
rest of the 50% shall be kept in a separate
Bank Account with regard to which orders
shall be passed subsequently."
(Emphasis Supplied)
36. Thus, the order is very clear
that SRA was to continue with the
implementation of the RP. Though, the
appeal is still pending, but the Noida
Authority has not challenged this order
anywhere and, hence, the same stood
admitted to the NOIDA and it has attained
finality.
37. In compliance of the order
passed by the NCLAT, CIRP carried out all
the
activities
as
mentioned
in
the
Resolution Plan. However the construction
2 All. M/S Arena Superstructures Pvt. Ltd. & Anr. Vs. State of U.P. & Anr.
191
of the project could not be commenced as
the layout plan was not revalidated. Hence
a request was made to NOIDA for
revalidation of layout map on 30.10.2023,
which had already been approved earlier.
38. However, the NOIDA vide
letter
dated
01.11.2023
rejected
the
application of the petitioner for revalidation
of the layout plan on the ground that
petitioner No. 1 has not constructed its
share of common Sports City infrastructure
within time stipulated as per the sub lease
deed,, and further the matter is pending
with the State Government for necessary
direction and unless and until some
directions
are
passed
by
the
State
Government, NOIDA will not execute the
revalidation of the layout map.
39.
Aggrieved
by
the
order
impugned dated 01.11.2023, petitioners
have filed the instant writ petition with the
following prayer:-
 "(i). Issue an appropriate writ,
direction or order
in
the nature of
CERTIORARI or any other appropriate writ
for setting aside / quashing the decision taken
by the Respondent No. 2 in its 2015 Board
Meeting dated 18.01.2021 to put on hold the
approval / revalidation of Layout Maps and
grant of Occupation / Completion Certificates
to Projects situated on the Sports City Land
insofar as it relates to 'Lotus Arena-I' Project
of Petitioner No. 1 situated at Plot No. SC01/A2, Sector 79, Noida. (annexed as
Annexure No. 17 to this writ petition)
 (ii) Issue an appropriate writ,
direction or order in the nature of
CERTIORARI or any other appropriate
writ for setting aside / quashing the
Impugned Letter dated 01.11.2023 issued
by Respondent No. 2 to Petitioner No. 1.
(annexed as Annexure No. 14 to this writ
petition)
 (iii) Issue an appropriate writ,
direction or order in the nature of
MANDAMUS or any other appropriate writ
directing / commanding the Respondent
No. 2 to ensure full compliance with the
provisions of the Sub-Lease Deed dated
19.10.2012 and extend full support and
cooperation for ensuring the successful
completion of the Project by the Petitioner
No. 1.
 (iv) Issue an appropriate writ,
direction or order in the nature of
MANDAMUS or any other appropriate writ
restraining the Respondent No. 2 from
placing reliance on past breaches or
defaults under the Sub-Lease Deed dated
19.10.2012 alleged to have been committed
by the erstwhile management of the
Petitioner No. 1 in the pre-CIRP period.
 (v) Issue an appropriate writ,
direction or order in the nature of
MANDAMUS or any other appropriate writ
directing/commanding the Respondent No.
2 to take urgent and requisite steps to
consider
and
approve
the
application/request
dated
30.10.2023
submitted by the Petitioner No. 1 for
revalidation of the Layout Maps of 'Lotus
Arena- I' Project in an expeditious and
timely manner and in accordance with law.
 (vi) Issue an appropriate writ,
direction or order in the nature of
MANDAMUS or any other appropriate writ
directing / commanding the Respondent
No. 2 to take requisite steps to consider and
grant
the
Occupation/Completion
Certificate(s) to the Petitioner No. 1 /
Project upon partial / full completion of the
Project and in accordance with law.
192 INDIAN LAW REPORTS ALLAHABAD SERIES
 (vii) Issue an appropriate writ,
direction or order in the nature of
MANDAMUS or any other appropriate writ
directing / commanding the Respondent
No. 1 to take a decision forthwith and
expeditiously on the issue referred to it by
Respondent No. 2 keeping in mind the
continuance of obligations of respective
parties under the Sub-Lease Deed and the
valuable
rights
and
interests
of
homebuyers.
40. One of the homebuyers in this
project, who was also aggrieved by refusal
of the Noida Authority to revalidate the
map had filed a separate writ petition being
Writ C No.8447 of 2024 with the following
prayer:-
 "A. issue an appropriate writ,
order, or direction in the nature of
CERTIORARI or any other appropriate
writ for setting aside/ quashing the decision
taken by Respondent No 2, NOIDA, in its
201" board meeting of 18 January 2021 to
discontinue the issuance of map approval/
revalidation and the grant of occupation/
completion certificates to projects situated
on Sports City land insofar the decision
applies to the Lotus Arena-I project of
Respondent No 3, Arena Superstructures
Private Limited, situated at Plot No SC01/A2, Sector 79, Noida;
 B issue an appropriate writ,
order, or direction in the nature of
CERTIORARI or any other appropriate
writ for setting aside/ quashing the letter
dated
1
November
2023
issued
by
Respondent No 2, NOIDA;
 C issue an appropriate writ,
order, or direction in the nature of
MANDAMUS or any other appropriate writ
directing Respondent No 2, NOIDA, to take
steps to expeditiously consider and approve
the application dated 30 October 2023
submitted by Respondent No 3. Arena
Superstructures Private Limited, for the
revalidation of the layout maps in respect
of the Lotus Arena-I project situated at Plot
No SC-01/A2, Sector 79, Noida;
 D. issue an appropriate writ,
order, or direction in the nature of
MANDAMUS or any other appropriate writ
directing Respondent No 2, NOIDA, to fully
comply with the provisions of the sub-lease
deed dated 19 October 2012 to extend full
support and cooperation for ensuring the
development of the Lotus Arena-I project
situated at Plot No SC-01/A2, Sector 79,
Noida;
 E. issue an appropriate writ,
order, or direction in the nature of
MANDAMUS or any other appropriate writ
directing Respondent No 1 to expeditiously
decide on the issue referred to it by
Respondent No 2 by way of the board
meeting dated 18 January 2021, in view of
the interests of the homebuyers and the
Petitioner, and the obligations of all parties
under both the sub-lease deed dated 19
October 2012 and the provisions of the
Insolvency and Bankruptcy Code, 2016;
 F. issue an appropriate, writ,
order or direction in the nature of
MANDAMUS or any other appropriate writ
directing Respondent No 1 to implement
the terms of the Resolution Plan insofar as
they pertain to implementation of the
Resolution Plan as specifically allowed by
the Principal Bench, NCLT, New Delhi;
 G. issue an order of an inquiry
into the functionaries and officers of
NOIDA involved in the allocation of plots,
sub-division of the 'Sports City' project
(thereby making the project untenable at
inception) and the nature of the monitoring
2 All. M/S Arena Superstructures Pvt. Ltd. & Anr. Vs. State of U.P. & Anr.
193
of the execution of the project by the
officials of NOIDA by an appropriate
investigative agency as may be deemed fit
by this Hon'ble Court."
ARGUMENT OF THE PETITIONERS
(Writ-C No.6041 of 2024)

41. Mr. Shashi Nandan, learned Senior
Advocate appearing on behalf of the
petitioners submitted that the instant writ
petition is different from the rest of the
matters clubbed together and requested to
hear this matter separately as the issue
involved is completely different from rest
of the matters. He submitted that this is the
only case in which after the matter was
referred to NCLT under the IB Code, the
COC had held a meeting and after getting
the
resolution
plans
from
different
companies had approved the resolution
plan and the petitioner no.2 had become
Successful Resolution Applicant (SRA).
Since the implementation of the project
was now under the provisions of IB Code,
hence, it ought to be heard separately.

42. He submitted that the issue
raised by the NOIDA by the impugned
letters about the matter being referred to the
State Government, and Noida will wait for
the outcome had been taken for the first
time, as this issue were not raised before
the NCLT. But just to prevent the
implementation of NCLT order NOIDA
has now raised this issue /objection on
revalidation of the layout map.

43. He further submitted that
NOIDA is bound to comply with the order
of NCLT & NCLAT. Since order was
passed after hearing the authority who were
the party before the Tribunal and hence
NOIDA cannot wriggle out of from the
direction given by the NCLT & NCLAT.

44. He submitted that once the
resolution plan is approved by NCLT,
NOIDA is bound under section 31(1) of the
IBC, 2016 by the contents of the
Resolution Plan. The following parts of
Clause 7.3(vi)(C) of the Resolution Plan
are applicable to NOIDA:

 "d. NOIDA shall give full effect to
the terms and conditions of the Lease Deed
and the Sub-Lease Deed of the Project
Land, and any and all breaches and/or
defaults thereof, arising or accruing prior
to the Effective Date, stand cured/waived
by way of this Resolution Plan. NOIDA
shall not cancel/revoke/terminate the Lease
Deed and the Sub-Lease Deed of the
Project Land, or take any coercive or
adverse steps against the Corporate Debtor
or the Project Land, on account of any
cause of action arising or accruing prior to
the Effective Date or arising or accruing as
a result of the haircut given to it under this
Plan.