# Alpha Corp Development Private Limited v. Greater Noida Industrial Development Authority (GNIDA) and Others

- **Citation:** 2026 INSC 449
- **Court:** Supreme Court of India
- **Decided:** 2026-05-05
- **Case number:** Civil Appeal No. 1526 of 2023
- **Bench:** Sanjay Kumar, Alok Aradhe
- **Source:** https://unisonlegal.in/judgment/supreme-court-of-india/alpha-corp-development-private-limited-v-greater-noida-industrial-development-39333
- **Pages:** 40

## Headnote

Issues arose inter alia as to whether in the Corporate Insolvency
Resolution Process (CIRP) proceedings of the Corporate DebtorEarth Infrastructures Limited, the assets of the land holding
companies, i.e., subsidiary of the Corporate Debtor could be
treated to be assets of the Corporate Debtor; whether assets of
the subsidiary companies can be dealt with in CIRP of holding
Company; whether the present is a fit case to lift the corporate veil.
Headnotes†
Insolvency and Bankruptcy Code, 2016 - CIRP of holding
Company - Lifting of corporate veil - In the CIRP proceedings
of the Corporate Debtor-Earth Infrastructures Limited (EIL),
whether the assets of the land holding companies-subsidiary
of the Corporate Debtor can be treated to be assets of
the Corporate Debtor - Whether assets of the subsidiary
companies can be dealt with in CIRP of holding Company -
Whether present is a fit case to lift the corporate veil - NCLAT
inter alia held that the assets of the three subsidiary companies
of EIL, the CD, could not be treated as its assets:
Held: When, in reality, associated or group companies are
inextricably connected so as to form part of one concern, the
corporate veil should be lifted - Where protection of public interest
is of paramount importance or where a company has been formed
to evade obligations enforced by law and by the Courts, the
Court would disregard the corporate veil - This principle would
be applied even to group companies so that one is able to look
at the economic entity of the group as a whole - Neo Multimedia
Limited and Nishtha Software Private Limited were both wholly
owned subsidiaries of EIL, the CD - They had leases over
* Author
[2026] 5 S.C.R.
365
Alpha Corp Development Private Limited v.
Greater Noida Industrial Development Authority (GNIDA) and Others
the lands in which EIL was to develop the projects, viz., Earth
TechOne and Earth Sapphire Court - Earth Towne Infrastructures
Private Limited (ETIPL) was incorporated only to enable GNIDA's
(Greater Noida Industrial Development Authority) leasing of land
for development of Earth Towne and was controlled by EIL, with a
98% shareholding - Therefore, ETIPL stands on a different footing
from the other two companies, insofar as GNIDA is concerned -
All three companies either share common directors with EIL and/
or have their relations as directors - The only assets of the three
companies were the lands leased out to them by GNIDA for the
projects in question - The companies' shareholdings indicate
that EIL was the dominant and majority shareholder - Further, on
facts, GNIDA cannot claim ignorance of the constructions by EIL
in relation to all three projects - This was an eminently fit case for
lifting the corporate veil, as EIL was the main driving force in the
development of the projects and in payment of GNIDA's dues -
The subsidiary companies were only a front - Given the fact that
GNIDA is responsible for this litigation to a great extent, owing
to its failure in monitoring the development of the projects and in
taking timely measures to realise its dues from EIL, it would not
be entitled to any interest on the principal amounts due for the
extended period of twenty four months, during which the successful
resolution applicants, Alpha and Roma, are required to clear its
dues - The resolution plans of Alpha and Roma restored - The
successful resolution applicants shall endeavour to complete the
projects within the time frames indicated by them in their resolution
plans - Companies Act, 2013 - s.2(87) - Uttar Pradesh Industrial
Area Development Act, 1976 - s.3. [Paras 54-56, 68]
Approbation and Reprobation - Impermissibility:
Held: It is not open to GNIDA to approbate and reprobate - On
the one hand, GNIDA contends that EIL, the CD, had nothing to
do with the lands leased out by it to the three companies and
that those lands ought not to have formed part of EIL's assets
during the CIRP proceedings - On the other hand, GNIDA raised
claims before the IRP and

## Text

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[2026] 5 S.C.R. 364 : 2026 INSC 449
Alpha Corp Development Private Limited
v.
Greater Noida Industrial Development Authority (GNIDA)
and Others
(Civil Appeal No. 1526 of 2023)
05 May 2026
[Sanjay Kumar* and Alok Aradhe, JJ.]
Issue for Consideration
Issues arose inter alia as to whether in the Corporate Insolvency
Resolution Process (CIRP) proceedings of the Corporate DebtorEarth Infrastructures Limited, the assets of the land holding
companies, i.e., subsidiary of the Corporate Debtor could be
treated to be assets of the Corporate Debtor; whether assets of
the subsidiary companies can be dealt with in CIRP of holding
Company; whether the present is a fit case to lift the corporate veil.
Headnotes†
Insolvency and Bankruptcy Code, 2016 - CIRP of holding
Company - Lifting of corporate veil - In the CIRP proceedings
of the Corporate Debtor-Earth Infrastructures Limited (EIL),
whether the assets of the land holding companies-subsidiary
of the Corporate Debtor can be treated to be assets of
the Corporate Debtor - Whether assets of the subsidiary
companies can be dealt with in CIRP of holding Company -
Whether present is a fit case to lift the corporate veil - NCLAT
inter alia held that the assets of the three subsidiary companies
of EIL, the CD, could not be treated as its assets:
Held: When, in reality, associated or group companies are
inextricably connected so as to form part of one concern, the
corporate veil should be lifted - Where protection of public interest
is of paramount importance or where a company has been formed
to evade obligations enforced by law and by the Courts, the
Court would disregard the corporate veil - This principle would
be applied even to group companies so that one is able to look
at the economic entity of the group as a whole - Neo Multimedia
Limited and Nishtha Software Private Limited were both wholly
owned subsidiaries of EIL, the CD - They had leases over
* Author
[2026] 5 S.C.R.
365
Alpha Corp Development Private Limited v.
Greater Noida Industrial Development Authority (GNIDA) and Others
the lands in which EIL was to develop the projects, viz., Earth
TechOne and Earth Sapphire Court - Earth Towne Infrastructures
Private Limited (ETIPL) was incorporated only to enable GNIDA's
(Greater Noida Industrial Development Authority) leasing of land
for development of Earth Towne and was controlled by EIL, with a
98% shareholding - Therefore, ETIPL stands on a different footing
from the other two companies, insofar as GNIDA is concerned -
All three companies either share common directors with EIL and/
or have their relations as directors - The only assets of the three
companies were the lands leased out to them by GNIDA for the
projects in question - The companies' shareholdings indicate
that EIL was the dominant and majority shareholder - Further, on
facts, GNIDA cannot claim ignorance of the constructions by EIL
in relation to all three projects - This was an eminently fit case for
lifting the corporate veil, as EIL was the main driving force in the
development of the projects and in payment of GNIDA's dues -
The subsidiary companies were only a front - Given the fact that
GNIDA is responsible for this litigation to a great extent, owing
to its failure in monitoring the development of the projects and in
taking timely measures to realise its dues from EIL, it would not
be entitled to any interest on the principal amounts due for the
extended period of twenty four months, during which the successful
resolution applicants, Alpha and Roma, are required to clear its
dues - The resolution plans of Alpha and Roma restored - The
successful resolution applicants shall endeavour to complete the
projects within the time frames indicated by them in their resolution
plans - Companies Act, 2013 - s.2(87) - Uttar Pradesh Industrial
Area Development Act, 1976 - s.3. [Paras 54-56, 68]
Approbation and Reprobation - Impermissibility:
Held: It is not open to GNIDA to approbate and reprobate - On
the one hand, GNIDA contends that EIL, the CD, had nothing to
do with the lands leased out by it to the three companies and
that those lands ought not to have formed part of EIL's assets
during the CIRP proceedings - On the other hand, GNIDA raised
claims before the IRP and the RP and it also complained of not
being kept abreast of CIRP proceedings against EIL - GNIDA
contributed greatly to the present imbroglio by its persistent inaction
and ineptitude all through - Having executed lease deeds for
development of the lands, it failed to keep track of and monitor
the development being undertaken on such lands to ensure timely
366
[2026] 5 S.C.R.
Supreme Court Reports
completion thereof within the stipulated period of seven years -
Long prior to initiation of the CIRP proceedings against EIL, the
CD, GNIDA was informed by the aggrieved home/office space
buyers of the tardy progress in the construction of the projects
but failed to take necessary coercive steps against the lessees
and/or the developer, EIL - GNIDA cannot claim ignorance of the
fact that it was EIL that was executing the development of the
projects on all three plots of land leased out by GNIDA to the three
companies - Having addressed a letter to the police authorities
in relation to EIL's construction on the land leased out to ETIPL,
GNIDA cannot now seek to claim ignorance of the reality that it
was EIL that was undertaking the construction of the projects on
all three leased lands. [Paras 45, 49]
Insolvency and Bankruptcy Code, 2016 - s.25A(3A):
Held: s.25A(3A) provides that an authorised representative
u/s.21(6A) of the Code would cast his vote on behalf of the
class of financial creditors he represents, such as homebuyers,
in accordance with the decision taken by a vote of more than
50% of the voting share of the financial creditors he represents,
who have cast their vote - The homebuyers of Earth Copia were,
accordingly, represented by their authorised representative, who
voted in favour of Alpha's resolution plan dated 15.10.2019, as per
the desire of majority of those homebuyers as a class - Therefore,
it is not open to individual homebuyers, who may have been
part of the minority that dissented thereto, to gain a foothold by
opposing the majority's decision - A few persons within such class
cannot dissent with the majority vote in favour of the resolution
plan. [Para 30]
Case Law Cited
Indiabulls Asset Reconstruction Company Limited v. Ram Kishore
Arora and Others, AIR 2023 SC 2273; Mansi Brar Fernandes v.
Shubha Sharma and Another [2025] 10 SCR 169 : (2025)
259 Comp Cas 769 : 2025 SCC OnLine SC 1972; Vodafone
International Holdings BV v. Union of India and Another [2012]
1 SCR 573 : (2012) 6 SCC 613; Jaypee Kensington Boulevard
Apartments Welfare Association and Others v. NBCC (India)
Limited and Others [2021] 12 SCR 603 : (2022) 1 SCC 401 : 2021
SCC OnLine SC 253; Municipal Corporation of Greater Mumbai
(MCGM) v. Abhilash Lal and Others : [2019] 14 SCR 659 : (2020)
[2026] 5 S.C.R.
367
Alpha Corp Development Private Limited v.
Greater Noida Industrial Development Authority (GNIDA) and Others
13 SCC 234; Noida Entrepreneurs Association v. Noida and Others
[2011] 8 SCR 25 : (2011) 6 SCC 508; Greater Noida Industrial
Development Authority v. Prabhjit Singh Soni and Another [2024]
2 SCR 258 : (2024) 6 SCC 767; RPS Infrastructure Limited v.
Mukul Kumar and another [2023] 12 SCR 150 : (2023) 10 SCC
718; BRS Ventures Investments Limited v. SREI Infrastructure
Finance Limited and Another [2024] 7 SCR 2143 : (2025) 1 SCC
456; Life Insurance Corporation of India v. Escorts Ltd. and Others
[1985] Supp. 3 SCR 909 : (1986) 1 SCC 264; Arcelormittal India
Private Limited v. Satish Kumar Gupta and Others [2018] 12 SCR
362 : (2019) 2 SCC 1 - referred to.
List of Acts
Insolvency and Bankruptcy Code, 2016; Constitution of India;
Insolvency and Bankruptcy Board of India (Insolvency Resolution
Process for Corporate Persons) Regulations, 2016; Uttar Pradesh
Industrial Area Development Act, 1976.
List of Keywords
Lifting of corporate veil; Corporate Insolvency Resolution Process
of holding Company; Assets of subsidiary companies; Holding
companies; Subsidiary companies; Associated companies; Group
of companies; Subsidiary of Corporate Debtor; Homebuyers;
CIRP in real estate cases; Resolution of real estate insolvency;
Greater Noida Industrial Development Authority (GNIDA); Earth
Infrastructures Limited; Homes/office spaces; Home/office space
buyers; Approbate and reprobate; Stalled projects; Stalled real
estate projects; Residential project; Scope of s.25A(3A) IBC;
Development project; Assets of subsidiary company; Leasehold
rights.
Case Arising From
CIVIL APPELLATE JURISDICTION: Civil Appeal No.
1526 of 2023
From the Judgment and Order dated 30.01.2023 of the National
Company Law Apellate Tribunal in CAAT(I) No. 629 of 2022.
With
C.A. No(s). 1743, 2491, 2466, 2406-2407, 3438, 3435-3437, 2756,
2763, 4619 of 2023 and C.A. (Diary) No. 19132 of 2023
368
[2026] 5 S.C.R.
Supreme Court Reports
Appearances for Parties
Advs. for the Appellant(s):
Dr. Abhishek Manu Singhvi, Dhruv Mehta, Dr. Menaka Guruswamy,
Ms. Meenakshi Arora, Nakul Dewan, Sr. Advs., Sameer Abhyankar,
Sandeep Bhuraria, Ms. Vatsala Pandey, Rahul Kumar, Aakash
Thakur, Somesh Dhawan, Sumit Srivaastava, Nand Kishor Jha,
Satyam Sinha, Ms. Vagisha Kashyap, Sarvesh Singh Baghel,
Anshuman Sharma, Rahul Kumar, Vishesh Kumar, Ms. Prity Kumari,
Jay Kishor Singh, Devendra Kumar Shukla, Shashank Raghav,
Ms. Shubhangini Yadav, Rakesh Kumar Tewari, Ankur Saraswat,
Dinesh Kumar Bhati, Kanchan Kumar Jha, Shubhranshu Padhi,
Ekansh Sisodia, Jay Nirupam, D. Girish Kumar, Pranav Giri, Ritik
Sharma, V.M. Kannan, Mayank Singh, Ekansh Mishra, Mahesh
Agarwal, Sumesh Dhawan, Ankur Saigal, Ms. Vastala Kak, Nishant
Rao, Naman Gupta, Ms. Kavya Tekriwal, Shaurya Shyam, Sagar
Thakkar, E.C. Agrawala, Binay Kumar Das.
Advs. for the Respondent(s):
Ravinder Kumar, Nakul Dewan, Ms. Meenakshi Arora, Dhruv
Mehta, Chakradhari Sharan Singh, Anupam Lal Das, Sr. Advs.,
Birendra Kumar Mishra, Sarvesh Singh Baghel, Anshuman Sharma,
Devendra Kumar Shukla, Binay Kumar Das, Ekansh Mishra,
Gunjan Kumar, Somesh Dhawan, Sumit Srivaastava, Mahesh
Agarwal, Sumesh Dhawan, Ankur Saigal, Ms. Vastala Kak, Nishant
Rao, Naman Gupta, Ms. Kavya Tekriwal, Shaurya Shyam, Sagar
Thakkar, E.C. Agrawala, Sameer Abhyankar, Sandeep Bhuraria,
Ms. Vatsala Pandey, Rahul Kumar, Aakash Thakur, Pushpinder Singh,
Kumar Kartikay, Ms. Neelu Sharma, Kartik Hooda, E. Vinay Kumar,
Ms. Surbhi Singh, Siddhartha Makhija, Ranjit Balasaheb Raut,
Sonit Sinhmar, Bhupender Dalal, Ms. Sunayana Pawar, Saurabh
Trivedi, Prashant Jain, Varun Garg, Shubham Paliwal, Bharat
Sood, P.S. Sudheer, Rishi Maheshwari, Ms. Anne Mathew,
Ms. Sunaina Phul, Ms. Komal Bihani, Ms. Kinjal Sharma, Ms. Rupam
Sharma, Shiv Mangal Sharma, Abhishek Sharma, M/s Aura & Co.,
Ms. Anuja Pethia, Noor Shergill, Rishabh Nigam, Ms. Kshirja
Agarwal, Rishabh Govila, Ms. Amisha Aggarwal, Prashant Jain,
Varun Garg, Shubham Paliwal, Bharat Sood, P.S. Sudheer, Rishi
Maheshwari, Ms. Anne Mathew, Ms. Sunaina Phul, Ms. Komal
Bihani, Ms. Kinjal Sharma, Ms. Rupam Sharma, Ms. Supriya Juneja,
Durga Dutt, Priyanshu Upadhyay, Ajay Kumar, Pradeep Yadav,
Susant Kumar Mallik, Rohit Priyadarshi, Devendra Rao Madhav,
Amrendra Choubey, Himanshu Yadav, Satya Kam Sharma , Anirudh
Singh, Gunjan Sharma, Kumar Mihir, Devendra Kumar Shukla.
[2026] 5 S.C.R.
369
Alpha Corp Development Private Limited v.
Greater Noida Industrial Development Authority (GNIDA) and Others
Judgment / Order of the Supreme Court
Judgment
Sanjay Kumar, J
1.
By judgment dated 30.01.2023, the National Company Law Appellate
Tribunal, Principal Bench, New Delhi1, disposed of three company
appeals filed by Greater Noida Industrial Development Authority
(GNIDA), viz., Company Appeal (AT) (Ins) Nos. 180, 629 and 630
of 2022, and set aside the orders dated 05.04.2021, 08.06.2021
and 07.12.2021 passed by the National Company Law Tribunal,
Bench III, New Delhi2.
2.
By the order dated 05.04.2021 passed in C.A. No. 751 of 2019 in
CP(IB)-401(ND)/2017, the NCLT had approved the resolution plan
submitted by Roma Unicon Designex Consortium (Roma). This
order was challenged by GNIDA in Company Appeal (AT) (Ins) No.
630 of 2022. By its order dated 08.06.2021 in IA No. 05 of 2020 in
CP(IB)-401(ND)/2017, the NCLT had approved the resolution plan
submitted by Alpha Corp Development Private Limited (Alpha). This
order was assailed by GNIDA in Company Appeal (AT) (Ins) No.
629 of 2022. By the order dated 07.12.2021 in IA No. 4235 of 2021
filed by Roma in CP(IB)-401(ND)/2017, the NCLT directed GNIDA to
give effect to the resolution plan approved by it by the order dated
05.04.2021. This order was challenged before the NCLAT by GNIDA
in Company Appeal (AT) (Ins) No. 180 of 2022.
3.
Aggrieved by the NCLAT's judgment dated 30.01.2023, the present
appeals were filed under Section 62 of the Insolvency and Bankruptcy
Code, 20163. We may now note the details of these appeals. Civil
Appeal Nos. 1526 and 1743 of 2023 were filed by Alpha and one
Sanjay Bhalla respectively in so far as the judgment pertained to
Company Appeal (AT) (Ins) No. 629 of 2022. Roma and Earth Towne
Flat Buyers Welfare Association filed Civil Appeal Nos. 2491 and 2466
of 2023 respectively against the judgment in the context of Company
Appeal (AT) (Ins) No. 630 of 2022. Civil Appeal Nos. 2406-2407 of
1
For short, 'the NCLAT'
2
For short, 'the NCLT'
3
For short, 'the Code'
370
[2026] 5 S.C.R.
Supreme Court Reports
2023 were filed by Earth Infrastructures Limited, the corporate debtor
(CD), against the judgment in the context of Company Appeal (AT)
(Ins) Nos. 629 and 630 of 2022. Civil Appeal No. 3438 of 2023 was
filed by Earth Copia Owners Society in relation to Company Appeal
No. (AT) (Ins) No. 629 of 2022. Civil Appeal Nos. 3435-3437 of
2023 were filed by Earth United Consumer Association assailing
the judgment apropos all three appeals. Civil Appeal No. 2756 of
2023 was filed by GNIDA aggrieved by denial of certain reliefs by
the NCLAT in Company Appeal (AT) (Ins) No. 629 of 2022. Civil
Appeal No. 2763 was also filed by GNIDA on similar grounds in
relation to Company Appeal (AT) (Ins) No. 630 of 2022. Civil Appeal
No. 4619 of 2023 was filed by Unific TechOne Patrons Independent
Association (UTOPIA) against the judgment insofar as it pertained to
Company Appeal (AT) (Ins) No. 629 of 2022. Lastly, Earth Property
Buyers Association filed Civil Appeal (Diary) No. 19132 of 2023 in
relation to all three appeals.
4.
As regards the appeals filed under Civil Appeal (Diary) No. 19132 of
2023, we find that there is a delay of 34 days in their filing. These
appeals were filed only on 04.05.2023 against the judgment dated
30.01.2023. Section 62(2) of the Code empowers this Court to
condone delay in filing up to 15 days but not more. These appeals
are, thus, clearly barred by time and cannot be entertained. The
appeals filed under Civil Appeal (Diary) No. 19132 of 2023 are,
therefore, dismissed on this short ground.
5.
By order dated 13.04.2023 passed in Civil Appeal No. 1526 of 2023
and batch, this Court directed the parties to maintain status quo.
6.
The ostensible genesis of this litigation is the corporate insolvency
resolution process (CIRP) initiated by one Deepak Khanna, a financial
creditor, against Earth Infrastructures Limited (EIL), the CD, vide
Company Petition IB-401(ND)/2017, under Section 7 of the Code.
However, long prior thereto, GNIDA, an authority constituted under
Section 3 of the Uttar Pradesh Industrial Area Development Act,
1976, allotted 73,942 square metres of land in Large Group Housing/
Builders' Residential Plot No. GH-04, Sector 01, Greater Nodia, Uttar
Pradesh, to a consortium, comprising EIL, Raus Infras Limited and
Shalini Holdings Limited, under allotment letter dated 19.03.2010.
The letter indicated that the Builders Scheme [Scheme Code
BRS-01/2010-(I)] would form part of the allotment letter and would
[2026] 5 S.C.R.
371
Alpha Corp Development Private Limited v.
Greater Noida Industrial Development Authority (GNIDA) and Others
be binding on the allotees. GNIDA had formulated this scheme for
plots of over 60,000 square metres area, inviting tenders for allotment
of such plots on lease for 90 years. The terms and conditions for
allotment/lease of such plots were detailed in the scheme. In the
event the bidder was a consortium, Clause 8 thereof had application.
Clause 8 reads thus: -
'8. In case bidders have formed a consortium: -
(a) Members of the consortium will have to specify one Lead
Member who alone shall be authorized to correspond with
the Authority. The Lead member should be the single largest
shareholder having at least 26% share in the consortium.
The shareholding of the lead member in the consortium
shall retain at least 26% till the completion certificate of
at least one phase of the project is obtained from the
Greater Noida Authority. Each member of the consortium
with equity stake of at least 10% will be considered as a
"relevant member". The Lead Member of the consortium
must necessarily be a Firm/Company registered in India
with the appropriate statutory Authority.
(b) The lead member and the relevant members should
jointly fulfil the minimum requirement of net worth,
solvency, turnover and experience. In case the tenderer/
consortium member is a company, the qualifications of
the holding company(ies) of the lead member and the
relevant members or their subsidiary companies shall
also be considered as the qualifications of the applying
company/consortium member.
(c) In case of a Consortium, the members shall submit
a Memorandum of Agreement (MOA) conveying their
intent to jointly apply for the scheme(s), and in case a
plot is allotted to them, the MOA shall clearly define the
role and responsibility of each member in the consortium,
particularly with regard to arranging debt and equity for the
project and its implementation. MOA should be submitted
in original duly registered/notarized with the appropriate
authority.
(d) The members shall submit a registered/notarized
Memorandum of Agreement (MOA) conveying their intent
372
[2026] 5 S.C.R.
Supreme Court Reports
to jointly apply for the scheme, and in case a plot is
allotted to them, to form Special Purpose Company(ies),
hereinafter called SPCs, that will subsequently carryout
all responsibilities as the allottee. The registered MOA
must specify the equity shareholding of each member of
the Consortium in the proposed SPCs. The SPCs must
necessarily be a Firm/Company registered in India with
the appropriate statutory Authority.
(e) Execution of the lease deed will be made in favour
of either the relevant member(s) or the Special Purpose
Company(ies) (SPC)(s), which should be a registered
firm or an incorporated company. The relevant members/
SPC's may, separately, or together in any combination,
sub-divide this allotted plot. However, the area of each of
such sub divided plots proposed for execution of lease
deed, as described above, should not be less than 20,000
sq. mtrs and the said sub division should be in accordance
with the planning norms of the GNIDA. The lead member
of the consortium shall have to retain at least 26% of the
shareholding as per MOA, till the completion certificate of
at least one phase of the project is obtained from Greater
NOIDA Authority.'
7.
Thus, Clause 8(e) of the scheme required a consortium to form a
'Special Purpose Company' (SPC) to undertake development on the
allotted plot. Accordingly, the consortium of EIL, Raus Infras Limited
and Shalini Holdings Limited incorporated Earth Towne Infrastructures
Private Limited (ETIPL) on 21.07.2010 as the SPC. Lease deed
dated 01.09.2010 was thereupon executed by GNIDA leasing out the
subject plot to ETIPL for 90 years, commencing from 01.09.2010. The
lease deed recorded that GNIDA had approved the name and status
of ETIPL on the request of the consortium to develop and erect the
project on the plot. It was also noted that the lessee, ETIPL, was
a SPC, comprising EIL (78% shareholding - lead member), Raus
Infras Limited (11% shareholding - relevant member) and Shalini
Holdings Limited (11% shareholding - relevant member). The lease
deed also recorded that GNIDA had been informed that the SPC
members had agreed amongst themselves that EIL would always
remain the lead member of the SPC and its shareholding therein
would remain unchanged till the occupancy/completion certificate of at
[2026] 5 S.C.R.
373
Alpha Corp Development Private Limited v.
Greater Noida Industrial Development Authority (GNIDA) and Others
least one phase of the project was obtained from GNIDA. The lease
deed, however, permitted the SPC to transfer/sell up to 49% of its
shareholding, again subject to the same aforestated condition. The
total premium payable under the lease deed was ₹74,26,95,000/-.
The lease deed noted that 10% of the premium plus the excess
area amount, adding up to ₹7,46,91,000/-, was paid by the lessee,
ETIPL. There was to be a moratorium of 24 months, during which
period, only the interest was payable in half-yearly instalments and
upon expiry of said period, the balance 90%, i.e., ₹66,84,25,500/-,
was to be paid in 16 half-yearly instalments. Instalment Nos. 1 to 4,
the half-yearly interest payments, commenced from 19.09.2010,
and the premium payments started from 19.09.2012, with the final
instalment payable on 19.03.2020. After execution of the lease
deed, an unregistered development agreement was entered into
on 09.09.2010 between ETIPL and EIL, whereby ETIPL conferred
the right to develop the land upon EIL. The area-sharing ratio was
stipulated as 18% to ETIPL and 82% to EIL.
8.
Separately and much earlier, GNIDA had allotted 60,705 square
metres of land in Plot No. 1 at Sector Tech Zone area in Greater
Nodia Industrial Development Area, District Gautam Budh Nagar,
to NIIT Multimedia Limited for development of IT industries and IT
enabled services for 90 years. Pursuant thereto, lease deed dated
04.02.2008 was executed by GNIDA in favour of NIIT Multimedia
Limited over a reduced area of 58,866 square metres. Pertinently, this
company became a subsidiary of EIL in 2011 and its change of name
as Neo Multimedia Limited was approved by GNIDA on 21.02.2011.
Development Agreement dated 25.04.2011 was executed by and
between Neo Multimedia Limited and EIL, whereby the development
on the subject plot of land was to be undertaken by EIL.
9.
GNIDA had also allotted 20,235 square metres of land in Plot No. 48,
Sector Knowledge Park-V, in Greater Nodia Industrial Development
Area, District Gautam Budh Nagar, to Nishtha Software Private
Limited, another subsidiary of EIL, for development of facilities
relating to IT and IT enabled services. Pursuant thereto, GNIDA
executed lease deed dated 01.09.2009 in its favour for 90 years
for an increased area of 20,911.24 square metres. Memorandum
of Understanding (MoU) dated 20.02.2010 was executed between
Nishtha Software Private Limited and EIL, whereby development on
the plot was to be undertaken by EIL.
374
[2026] 5 S.C.R.
Supreme Court Reports
10. In effect, EIL was to undertake the development on all three plots
of land leased out by GNIDA. The residential project on the land
leased out to ETIPL was named 'Earth Towne' while the project to
be developed on the land leased to Neo Multimedia Limited was
named 'Earth TechOne' and the project on the land leased to Nishtha
Software Private Limited was called 'Earth Sapphire Court'. Building
permissions were obtained by the respective lessees of these plots
from GNIDA and a large number of home/office space buyers booked
homes/office spaces in these projects, paying substantial monies to
the developer, EIL, and in some cases, to the lessees. The projects
were also registered with the Uttar Pradesh Real Estate Regulatory
Authority.
11. While so, at the instance of Deepak Khanna, a financial creditor,
CIRP was initiated against EIL. His application under Section 7 of the
Code was admitted by the NCLT on 06.06.2018. Initially, one Surinder
Kumar Juneja was appointed as the Interim Resolution Professional
(IRP) for EIL, the CD. The NCLT caused public announcement of
initiation of the CIRP against EIL under Section 13 of the Code on
12.06.2018. The Committee of Creditors (CoC) was constituted and
its first meeting was held on 05.12.2018. Later, Akash Singhal was
substituted as the Resolution Professional (RP) by the CoC. The
CoC comprised the HDFC Bank and 4,229 allottees, i.e., home/
office space buyers.
12. 'Invitation for Expression of Interest' in Form G was issued by the
RP on 19.04.2019 in respect of all the projects. However, there
was no response thereto and the RP then invited resolution plans
project-wise also, as an alternative, in addition to plans for all the
projects. The revised Form G was published on 22.05.2019. In this
regard, we may refer to the 'Clarification' to Regulation 36A (1) of
the Insolvency and Bankruptcy Board of India (Insolvency Resolution
Process for Corporate Persons) Regulations, 2016, whereby a
Resolution Professional, after approval of the CoC, is empowered
to invite a resolution plan for each real estate project or group of
projects of the corporate debtor. This clarification was inserted with
effect from 15.02.2024, vide Notification dated 15.02.2024. Even
before this amendment, the NCLAT and this Court have affirmed that
the CIRP in real estate cases can be project-specific, limiting such
insolvency process to projects in default so as to ensure protection of
homebuyers in other projects, which still remain viable. In Indiabulls
[2026] 5 S.C.R.
375
Alpha Corp Development Private Limited v.
Greater Noida Industrial Development Authority (GNIDA) and Others
Asset Reconstruction Company Limited vs. Ram Kishore Arora
and others4, this Court refused to interfere with the NCLAT's order
permitting insolvency process project-wise. More recently, in Mansi
Brar Fernandes vs. Shubha Sharma and another5, this Court
observed that resolution of real estate insolvency should, as a rule,
proceed on a project-specific basis rather than against the corporate
debtor in its entirety, unless circumstances justify otherwise, as
this would protect solvent projects and genuine homebuyers from
collateral prejudice.
13. Pursuant to the revised Form G, three resolution applicants came
forward, viz., BPT Infra Projects Private Limited, Roma and Alpha.
BPT Infra Projects Limited's plan was rejected by the CoC. Roma's
resolution plan for 'Earth Towne' was approved by the CoC in its
14th meeting held on 26.08.2019. After the CoC's approval, GNIDA
addressed letter dated 18.09.2019 to the RP, stating that the dues
payable to it by ETIPL were ₹148,37,46,148/-. The NCLT approved the
acceptance of Roma's resolution plan, vide order dated 05.04.2021
passed in C.A. No. 751 of 2019 in CP (IB)-401(ND)/2017.
14. At this stage, we may note that, apart from the projects that were to
be developed by EIL on the plots leased out by GNIDA, a separate
project named 'Earth Copia' was also being undertaken by it on
freehold land in Sector 112, Gurugram, Dwarka Expressway, Haryana.
This land had nothing to do with GNIDA and, in consequence, no
dues were payable to it in relation thereto. Alpha's resolution plan
covered four projects of EIL, including Earth Copia. Alpha's resolution
plan was approved by the CoC at its 19th meeting held on 11.11.2019.
Thereafter, it was approved by the NCLT on 08.06.2021 in relation to
three projects, viz., Earth TechOne, Earth Sapphire and Earth Copia.
The fourth project, viz., Earth Iconic, was dealt with separately by the
NCLT in another CIRP initiated by Celestial Estates Private Limited
and Alpha's resolution plan was approved for that project in that case.
The order dated 08.06.2021 passed by the NCLT, therefore, covered
the remaining three projects. However, as stated earlier, Earth Copia
had nothing to do with GNIDA. Notably, one of the appeals filed
before the NCLAT by GNIDA assailed NCLT's order dated 08.06.2021,
4
AIR 2023 SC 2273
5
(2025) 259 Comp Cas 769 : 2025 SCC OnLine SC 1972
376
[2026] 5 S.C.R.
Supreme Court Reports
but no distinction was drawn by GNIDA between the projects that it
had an interest in and Earth Copia, which had nothing to do with it.
The impugned judgment dated 30.01.2023 passed by the NCLAT
also lost sight of this aspect, as reference was made therein to only
two projects, i.e., Earth Sapphire and Earth TechOne, as being the
subject matter of NCLT's order dated 08.06.2021 in the context of
Alpha's resolution plan.
15. IA No. 4235 of 2021 was filed by Roma in CP (IB) No. 401(ND)/2017
seeking a direction to GNIDA to transfer the leased land in its favour.
The application was opposed by GNIDA contending that such transfer
would be against the terms of ETIPL's lease deed. However, the
NCLT allowed the IA by order dated 07.12.2021, leading to GNIDA
challenging it by way of Company Appeal (AT) (Ins) No. 180 of 2022.
The NCLAT passed an interim order on 01.06.2022 in GNIDA's
appeals to the effect that GNIDA was not obliged to transfer the
leasehold lands in favour of the successful resolution applicants
pursuant to the NCLT's orders. This interim order attained finality
on 14.07.2022, when this Court dismissed Civil Appeal No. 4748 of
2022 filed by Earth Towne Flat Buyers Welfare Association.
16. The above sequence of events indicates that the land leases were
in favour of the CD's two subsidiaries. As regards Earth Towne, the
land allotment was in favour of the consortium, comprising EIL, Raus
Infras and Shalini Holdings Limited. However, as per GNIDA's own
scheme, the SPC, viz., ETIPL, came to be incorporated and a lease
was executed by GNIDA in its favour. The lease deed, however, made
it clear that the lead member, EIL, was to retain the major shareholding
therein, initially shown as 78%, and was to retain its status as the
lead member till issuance of the occupancy/completion certificate in
relation to at least one phase of the project. We may also note that
EIL, the lead member with 78% shareholding in ETIPL, thereafter
increased it to 98%. As per the lease deed, it was the lessee, ETIPL,
that was to undertake payment of the interest/premium as per the
schedule therein. The paid-up capital of ETIPL was, however, only
₹1 lakh and it was EIL that paid ₹51.88 crores to GNIDA against the
interest/premium payable under the lease deed. Admittedly, there
was default thereafter in such payments. GNIDA issued notices to
ETIPL in that regard on 04.04.2019, 16.07.2019, 29.01.2020 and
01.05.2020. By the year 2016, EIL had constructed only twelve towers
and completed foundation work of five towers in Earth Towne.
[2026] 5 S.C.R.
377
Alpha Corp Development Private Limited v.
Greater Noida Industrial Development Authority (GNIDA) and Others
17. GNIDA's complaint before the NCLAT was that the RP did not keep
it informed of the proceedings in the CIRP and it was only after
approval of Roma's resolution plan, vide order dated 05.04.2021,
that GNIDA was informed of the same by the RP, vide letter dated
26.07.2021. As per GNIDA, as on 31.03.2022, ETIPL was to pay it
₹215,87,18,190/-. GNIDA also claimed that, as on 24.03.2022, Neo
Multimedia Private Limited was liable to pay it ₹19,76,10,064/- and
Nishtha Software Private Limited had to pay it ₹11,15,15,009/-. That
apart, additional compensation and lease rentals were also allegedly
payable. GNIDA claimed that several notices of defaults in payment
were issued to these lessees also.
18. Per contra, the other side contended before the NCLAT that GNIDA
was fully aware of the fact that the projects were being executed
by EIL, as evidenced by its letter dated 11.05.2015 to the Senior
Superintendent of Police, Gautam Budh Nagar, wherein GNIDA itself
mentioned that EIL was engaged in the construction work. In this
context it was argued before the NCLAT that ETIPL was nothing
but an alter ego of EIL and this was a fit case to pierce and lift the
corporate veil. It was also contended that the companies had common
directors and promoters and ETIPL had no separate business of
its own. It was pointed out that the RP sought relevant information/
documents from GNIDA in respect of all three projects, viz., Earth
TechOne, Earth Sapphire Court and Earth Towne, under his letter
dated 28.05.2019 and, therefore, GNIDA could not claim ignorance
of the CIRP proceedings. On this basis, it was argued that GNIDA,
having kept silent all through the proceedings, could not seek to
overturn the orders passed by the NCLT approving the resolution
plans, which were binding on all the stakeholders. Alpha contended
before the NCLAT that its resolution plan had been approved at the
19th CoC meeting held on 11.11.2019 with a whopping 91.39% vote
share. According to it, GNIDA filed its claim at a belated stage only
on 11.11.2021 with the IRP and not the RP, despite being aware of
the CIRP proceedings.
19. Earth Towne Flat Buyers Welfare Association got impleaded before
the NCLAT. Its grievance was that the construction of Earth Towne
stood stalled since 2016 and members of the association, being
homebuyers, were suffering irreparable loss. The association pointed
out that the RP had admitted the claims of 1,878 homebuyers,
amounting to ₹438 crore. It stated that its members had met the
378
[2026] 5 S.C.R.
Supreme Court Reports
Additional Chief Executive Officer of GNIDA on 28.06.2017, long
before initiation of the CIRP against EIL, but despite the same no steps
were taken by GNIDA to either recover its dues or hasten completion
of the project. According to it, the Additional Chief Executive Officer
of GNIDA had told them that it would recalculate the principal and
interest and check if it could waive the penal interest from 2016
onwards, so as to bring in a new developer for a settlement.
20. The NCLAT also permitted Earth TechOne Patrons Independent
Association and Sapphire Patrons Independent Common Association,
which claimed to be registered associations of office space buyers in
those projects, to participate in the proceedings. Their complaint was
that Earth Sapphire Court had been launched in the year 2010 while
Earth TechOne was commenced in the year 2012, whereupon EIL
had collected monies from the prospective buyers in both projects.
According to them, EIL had promised 12% assured returns which were
paid till September, 2015, but no payments were made thereafter.
They claimed that a meeting had been held on 20.05.2016, wherein
the Chief Executive Officer of GNIDA had warned EIL that action
would be taken against it in the light of the grievances put forth by
the members of the associations. They further claimed that they had
given a representation on 27.07.2016 to GNIDA praying that strict
action be taken against EIL, followed by meetings on 08.05.2017
and 16.05.2017. They claimed that despite such steps being taken,
GNIDA had failed to take action against EIL. They contended before
the NCLAT that Alpha's resolution plan contemplated waiver of the
dues payable to GNIDA, but if GNIDA refused to waive such dues,
the office space buyers undertook to bear the liability. They pointed
out that Alpha undertook to complete construction and deliver units
to the buyers in five years but the same stood compromised by
GNIDA's stance.
21. Though it was also argued by the contesting respondents before the
NCLAT that GNIDA's appeals were time-barred, in terms of Section
61(2) of the Code, the NCLAT rejected their contention, as extension
of time had been granted by this Court, by freezing limitation, in Suo
Moto Writ Petition (Civil) No. 3 of 2020, titled 'In re: Cognizance
for Extension of Limitation', owing to the Covid-19 pandemic. The
appeals were, therefore, held to be within time. Having considered
the matter on merits, the NCLAT framed the following issues for
consideration:
[2026] 5 S.C.R.
379
Alpha Corp Development Private Limited v.
Greater Noida Industrial Development Authority (GNIDA) and Others
(I) Whether in the CIRP proceedings of the Corporate
Debtor, i.e. Earth Infrastructures Limited, the assets of the
land holding companies, i.e., subsidiary of the Corporate
Debtor can be treated to be assets of the Corporate Debtor?
(II) Whether, in the Resolution Plans submitted by the
Successful Resolution Applicants, i.e., Roma Unicon
Designex Consortium and Alpha Corp Development
Private Limited, the assets of the subsidiary, i.e., lease
lands could have been dealt and the Resolution Plan
could legally contain a clause for transfer of the lease hold
rights by the Appellant in favour of Successful Resolution
Applicant without there being any prior permission from
the Appellant?
(III) Whether assets of the subsidiary companies can be
dealt with in Corporate Insolvency Resolution Process of
holding Company?
(IV) Whether the Appellant was required to be made party
to the CIRP proceedings and heard before approval of any
resolution plan dealing with the Project land?
(V) Whether, Resolution Professional acted within the ambit
of I & B Code in giving a certificate that Resolution Plans
submitted by Roma Unicon Designex Consortium and
Alpha Corp Development Private Limited are in accordance
with the provisions of the Code?
(VI) Whether Appellant was aware of the development
carried out by the Corporate Debtor on the lease land before
commencement of the CIRP of the Corporate Debtor?
(VII) What is the way out in the facts and circumstances
of the present case?
22. Issues I, II and III were taken up together. The NCLAT noted that, in
terms of the 'Explanation' to Section 18, the assets of a subsidiary of
the corporate debtor could not be included within the term 'assets'.
This observation was made in the context of the leasehold rights
having been conferred by GNIDA, not upon EIL, the CD, but upon
ETI, which was practically its subsidiary. The same logic was applied
to the leasehold rights held by the other subsidiary companies of EIL,
viz., Neo Multimedia Limited and Nishtha Software Private Limited.
380
[2026] 5 S.C.R.
Supreme Court Reports
23. The NCLAT also noted that the Information Memorandum brought
out by the RP did not include the project lands as the assets of EIL.
The NCLAT, therefore, opined that there was no occasion for the
resolution applicants to include such project lands in their resolution
plans. According to the NCLAT, the resolution plans sought to transfer
not only the development rights over the project lands but also the
title over the lands in favour of third parties, without obtaining prior
approval of the lessor, GNIDA. The NCLAT noted that transfer of
lands by GNIDA was subject to the terms in the lease deeds and
the permission to transfer the lands was to be granted by GNIDA
on fulfilment of the conditions mentioned therein. Ignoring the same,
the resolution plans contained provisions, whereby GNIDA was
obligated to transfer the project lands to the successful resolution
applicants. Observing that GNIDA was not a party to the development
agreements/MoU that EIL had with the lessees, its subsidiaries,
whereby it undertook the development on the subject lands, the
NCLAT held that GNIDA was neither the creditor of EIL, the CD,
nor was it a stakeholder in the resolution plans and was, therefore,
not bound by them in any manner.
24. Adverting to the contention that this was a fit case for lifting the
corporate veil, reference was made by the NCLAT to the decision
of this Court in Vodafone International Holdings BV vs. Union of
India and another6, which took note of the legal status of holding
companies and subsidiary companies as they were, in essence,
separate legal entities. Reference was also made to Jaypee
Kensington Boulevard Apartments Welfare Association and
others vs.